Dear Shareholders,

The Hon'ble National Company Law Tribunal, Mumbai Bench, ("NCLT')"), had vide
its order dated June 06, 2018 admitted the application for the initiation of the corporate
insolvency resolution process ("CIRP") of Videocon Industries Limited
("Company") ("Admission Order") in terms of the Insolvency and
Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended
from time to time ("Code"). Subsequently, the Hon'ble NCLT vide its order dated
August 08, 2019 ("Consolidation Order") has ordered the consolidation of the
CIRP of the 13 Videocon group entities, including the Company, ("Videocon Group
Entities"). Further, the NCLT vide an order dated September 25, 2019 has appointed
Mr. Abhijit Guhathakurta as the resolution professional for the consolidated CIRP of the
Videocon Group Entities including the Company ("Resolution Professional")
("Appointment Order"). The Appointment Order was published on September 27,
2019, on which date the Resolution Professional has taken over the management and affairs
of the Videocon Group Entities. Pursuant to the publication of the Appointment Order and
in accordance with the provisions of the Code, the powers of the board of directors of the
Company ("Board of Directors") stand suspended and the same have been vested
with and are being exercised by the Resolution Professional.

Your Directors take pleasure in presenting the Twenty-Ninth Annual Report together with
the Audited Accounts and Auditors' Report for the financial period ended on March 31,2019.

PERFORMANCE REVIEW

The financial performance of the Company, on standalone basis, for the financial year
ended on March 31,2019 is summarized below:


  

    

    

    
(Rs. in Million)
  
  

    
Particulars
    
Financial Year Ended March 31,2019
    
Financial Year Ended March 31,2018
  
  

    
Net Revenue from Operations
    
9,065.97
    
28,398.61
  
  

    
Other Income
    
1,560.16
    
5,840.46
  
  

    
Total Income
    
10,626.13
    
34,239.07
  
  

    
Profit/(Loss) Before Finance Costs, Depreciation and Tax
    
(26,109.99)
    
(21,943.08)
  
  

    
Finance Costs
    
37,749.00
    
28,310.02
  
  

    
Depreciation and Amortization
    
5,255.10
    
8,148.45
  
  

    
Profit /(Loss) Before Tax
    
(69,114.09)
    
(58,401.55)
  
  

    
Tax Expenses
    
(1,506.54)
    
(5,761.18)
  
  

    
Profit /(Loss) for the Previous Year
    
(67,607.55)
    
(52,640.37)
  


The revenue from operations for the year ended 31st March, 2019 stood at Rs.
9,065.97(Rs. in Million)) as compared to 28,398.61 (Rs. in Million)) for the previous year
ending 31st March, 2018.

The loss before tax for the year ended 31st March, 2019 stood at Rs. 69,114.09 (Rs. in
Million) as compared to loss of Rs. 58,401.55 (Rs. in Million)) for the year ending 31st
March, 2018. The Loss after Tax stood at Rs. 67,607.55 (Rs. in Million) for the year
ending 31st March, 2019 as compared to loss of Rs. 52,640.37 (Rs. in Million) for the
previous year.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette
dated February 16, 2015 has issued Companies (Indian Accounting Standards) Rules, 2015.
Accordingly, in compliance with the said Rules, the Standalone and Consolidated Financial
Statements of the company for the Financial Year 2018-19 have been prepared as per Indian
Accounting Standards.

OPERATIONS

• CONSUMER ELECTRONICS & HOME APPLIANCES:

During the period under review, the Company faced various challenges in both external
and internal environment. Consequent to

commencement of CIRP under the Code, the sales were impacted drastically. Admission of
Company into CIRP had a severe impact on the perceptions of the dealers/customers on
account of uncertainty of the after sales services etc., forcing the Company to reduce the
price drastically and/or offer additional discounts and incentives resulting in losses.
There were persistent severe strains on the working capital and accordingly there was
considerable decline in the level of operations of the company.

• OIL & GAS:

The Company has established its presence in Oil and Gas business in India and Overseas,
directly and through its subsidiaries/joint ventures. The interest in the domestic Ravva
block is directly held by Videocon Industries Limited while the Participating Interest in
the overseas oil and gas assets is held through subsidiaries/joint ventures.

The original term of the Ravva product sharing contract was due to expire on October
27, 2019. After the balance sheet date, the production sharing contract was extended and,
accordingly, the production sharing contract (PSC) is now valid effective 28th October,
2019, for the next 10 years. The extension will enable the joint venture partners to
recover about 13 million barrels of oil equivalent (boe) of oil.

• TELECOM:

The Company is currently having National Long Distance (NLD) and International Long
Distance (ILD) licenses. The Company is providing connectivity to corporate clients under
NLD License.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under
review.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies
Act, 2013, and as stipulated under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR)"). A
separate section on Corporate Governance under SEBI (LODR) along with a certificate from
the auditors confirming the compliance, is marked as ‘Annexure- 1' and forms part of
this Directors Report.

DIVIDEND

In view of the loss incurred by the Company, the Directors do not recommend any
dividend for the financial period ended March 31,2019.

TRANSFER TO RESERVES

The Company do not propose to transfer any amount to the General Reserves.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company was required
to transfer the unclaimed dividend pertaining to the financial year 2009-10 of Rs.
11,12,475/-. However, in absence of clarity consequent to commencement of CIRP, the
Company couldn't transfer the unclaimed dividend to the Investor Education and Protection
Fund ("IEPF"). The Company is in the process of transferring the said amount to
IEPF.

The Company has kept all the unclaimed shares under abeyance/ stop and in process of
dematerialization/ transfer of the said shares to Unclaimed Suspense Account - Shares. As
at the end of year (31st March, 2019), 1,03,683 equity shares held by 24,031 equity
shareholders were unclaimed. The voting rights on these shares shall remain frozen till
the rightful owner of such shares claims the shares.

ISSUES/ALLOTMENT

During the year under review, the Company has not issued/ allotted any Equity Shares.
As on the end of financial year, Foreign Currency Convertible Bonds (Bonds) amounting to
US$ 75.20 Million which are due on December 31,2020, were outstanding.

DEPOSITS

Your Company has not accepted any Fixed Deposit within the meaning of Chapter V of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 and as such, no amount of principal or interest was outstanding as on the Balance
Sheet date.

MATERIAL CHANGES AND COMMITMENTS,IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, OCCURED AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS REPORT

Except for the consolidation of the CIRP of the 13 Videocon Group Entities, there are
no material changes and commitments affecting the financial position of the Company
occurred after the Balance Sheet Date and as at the date of signing of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (LODR),
disclosures relating to particulars of loans, guarantees given and investments made during
the period is marked as ‘Annexure- 2' and forms part of this Directors Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1):

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the
rules made there under and SEBI (LODR), all the related party transactions in the Company
have been entered on arm's length basis, in the ordinary course of business and are in
compliance with the applicable provisions. There are no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons, etc., which may have potential conflict with the interest of
the Company at large or which warrants the approval of the shareholders.The details of the
transactions with Related Party are provided in the Company's financial statements in
accordance with the Indian Accounting Standards (Ind AS). However, in terms of Section 134
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the
Company is making disclosure of Related Party Transaction in Form AOC-2 which is marked as
‘Annexure- 3' and forms part of this Directors Report.

The Policy on Related Party Transactions has been approved by the Board and the same
has been uploaded on the website of the Company at the following
URL-http://www.videoconindustriesltd.com/Documents/
Related%20Party%20Transaction%20Policy.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2019, your Company has 18 subsidiaries (including step down
subsidiaries) namely, Electroworld Digital Solutions Limited (Formerly: Videocon
International Electronics Limited), Jumbo Techno Services Private Limited, Pipavav Energy
Private Limited, Prosperous Energy Private Limited, Senior Consulting Private Limited,
Videocon Australia WA-388-P Limited, Videocon Brasil Petroleo Ltda., Videocon Easypay
Private Limited (Formerly: Datacom Telecommunications Private Limited), Videocon
Electronics (Shenzhen) Limited, Videocon Energy Brazil Limited, Videocon Energy Limited,
Videocon Global Limited, Videocon Hydrocarbon Holdings Limited, Videocon Indonesia Nunukan
Inc., Videocon JPDA 06-103 Limited, Videocon Mauritius Energy Limited, VOVL Limited
(Formerly: Videocon Oil Ventures Limited) and Videocon Telecommunications Limited.

During the year, Middle East Appliances LLC (upto April 26, 2018), Videocon Brasil
Ventures B.V. (upto December 27, 2018), Videocon Hydrocarbon Ventures B.V. (upto December
27, 2018), Videocon International Cooperatie U.A. (upto December 27, 2018) ceased to be
the subsidiary of the Company.

The Joint Ventures of the Company are Videocon Infinity Infrastructures Private Limited
and IBV Brasil Petroleo Limitada. The associate company of the Company as at the end of
financial year is Radium Appliances Private Limited and VISPL LLP.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing
the details of the subsidiaries (including step down subsidiaries) /joint
ventures/associate companies including the details of performance and financial positions
of each of the subsidiaries/joint ventures/ associates

are given in Form AOC-1 which is annexed to Financial Statement.

As per the provisions of the Companies Act, 2013, your Company has provided the
Consolidated Financial Statements as on March 31, 2019. The Financial Statements of the
subsidiaries/ joint ventures/ associate companies will also be available for inspection
during the business hours at the Registered Office of your Company and the respective
subsidiaries/ joint ventures/ associate companies.

The Annual Report of your Company does not contain full financial statements of the
subsidiary companies. However, the Company shall make available the audited annual
accounts and related information of the subsidiary companies, upon request by any Member
of your Company and the same are displayed on the Company's website viz. www.
videoconindustriesltd.com.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has framed policies that were duly approved by the Board on the
recommendations of the Nomination and Remuneration Committee prior to commencement of CIRP
relating to directors' appointment and remuneration including the criteria for determining
qualifications, positive attributes and independence of directors. Such policies form part
of the charter documents of the Company. The other details form part of the Corporate
Governance Report.

EMPLOYEES REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is marked as ‘Annexure- 4A' and forms part of this Directors Report.

A statement containing, inter alia, the names of top ten employees in terms of
remuneration drawn and every employee employed throughout the financial year and in
receipt of remuneration of '102 lakhs or more and, employees employed for part of the year
and in receipt of remuneration of Rs. 8.50 lakhs or more per month, pursuant to Rule 5(2)
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked
as ‘Annexure- 4B' and forms part of this Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3)
of the Companies (Accounts) Rules, 2014, for the year ended March 31,2019 is marked as
‘Annexure- 5' and forms part of this Directors Report.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has put in place a mechanism to identify, assess, monitor and mitigate
various risks associated with the business. In line with the regulatory requirements, the
Company has in place the Risk Management Policy to identify the risk elements and manage,
monitor and report on the principal risks and uncertainties that can impact its ability to
achieve its strategic objectives. The Company has proper confidentialities and privacy
policies to control risk elements. The Company has wherever required, taken insurance
policies to protect the property, assets etc.

The Company has formed Risk Management Committee. The scope and composition of the
Committee forms part of the Corporate Governance Report. Further, the members of the Risk
Management Committee and the senior management personnel review the Risk Management Policy
periodically and discuss and mitigate the identified risks from time to time.

Major risks identified were discussed at the meeting of the Board of Directors of the
Company prior to commencement of CIRP.

CORPORATE SOCIAL RESPONSIBILITYPOLICY

Corporate Social Responsibility (CSR) has been a commitment at the Company and forms an
integral part of our activities.

We are focusing on identifying and motivating the skills of the physically challenged
youth and helping them to enhance them. This is based on the belief that growth and
development are effective only when they result in wider access to opportunities and
benefit a broader section of society.

The Company has formed a CSR committee in terms of the provisions of Section 135 of the
Companies Act, 2013 and Rules made there-under read along with Schedule VII of the Act.
The scope and composition of the committee forms part of the Corporate Governance Report.

Further, the Company was not required to make any CSR expenditure during the Financial
Year 2018-19 since the average net profit for the three immediately preceding financial
years was negative.

HEALTH & SAFETY

Safety is an area of paramount importance in our Company. A well-defined occupational
health and safety management system is in place to ensure the safety of employees,
workforce as well as equipment and machinery. Our Company continues to exhibit a robust
assurance towards Safety, Health and Environment during the period under review.

Apart from the health and safety measures to be adopted under various regulatory
requirements, the following health & safety initiatives which were adopted in the past
were continued to be under implementation in the year under review:

• Regular counseling and medical checkups to ensure fitness of its employees.

• Arrangements at manufacturing plants for ensuring safety and absence of risks to
health in connection with the use, handling, storage and transport of articles and
substances.

• Established a CCTV control room in respective shop floors areas for the close
monitoring of safety and Emergency purpose.

• Fire extinguisher (Ball type) to attend immediate small fire in case of
emergency.

• Fire Demonstration kit and training to all employees and workmen.

• Display of all Emergency Exit and Evacuation plan in auto glow board at shop
floors.

• Installed safe loader instrument to EOT crane at Moulding division to avoid
crane accident at shop floor area.

• Additional stopper provided in LOT crane to ensure crane will halt in specified
location.

• Installation of LPG gas detector at paint shop in LPG gas bank area.

• Defined the fire points at high hazard area (Zone-0).

• Provision of Safety equipment's in campus such as PG gas detector, Road Convex
mirror, Fire blanket, Fire Bucket, First aid box and Breathing Apparatus set.

• Strictly adhere to hot work permit system with availability of security guard
for close monitoring.

• Adequate provision of Ambulance Van along with suitable medical accessories to
reduce response time during emergency situation & human injury.

• Displayed cautionary signs at high hazardous area to warn workers about imminent
hazard dealt at site.

• Enhance road safety - displayed road convex mirror, speed limit board and
guidelines for visitors.

• Emergency evacuation plans with location of fire extinguisher are displayed at
the entrance of the building.

• Visualization in the campus to access assembly point, first aid box
&emergency exit door.

• Availability of well-equipped Occupational Health Center (OHC) in case of
emergency.

ENVIRONMENTAL PROTECTION

Your Company has adopted various green initiatives from time to time in adherence to
spirit enunciated under various policies and regulatory requirements for environmental
protection. Your Company aims to carry out eco-friendly activities and strives to restrain
the activities that result into

the degradation of the environment.

The following are some of the initiatives which were adopted by the Company in the past
and remain under implementation during the year under review:

• Usage of Effluent treatment Plant (ETP) & Sewage Treatment Plant (STP) and
using treated water for gardening and flush.

• Ensuring that all washrooms are connected to STP.

• Installation of ETP for paint shop waste water treatment.

• Hazardous waste is sent to authorized parties for disposal.

• Established the Chemical Lab for Waste Water Testing purpose in campus as per
Central Pollution Control Board norms.

• Regular Air & Water Monitoring as per (NAAQS - 2010) Standards.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In line with requirement under Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (LODR), your Company has established a whistle blower/vigil
mechanism for its employees and Directors to report their genuine concerns. The same has
been uploaded on the website of the Company and can be accessed at http://www.
videoconindustriesltd.com/Documents/Whistle%20Blower%20policy.pdf

INFORMATION TECHNOLOGY

Your Company is fully focused on leveraging complete advantage of SAP system. We are
using IT to the optimum benefits of our MIS users and decision makers. This whole exercise
is helping us in bringing efficiency in our operations, building controls etc., Your
Company understands the significance and impact of the digital revolution and has
significantly progressed in this direction.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, your Company respects and values
diversity reflected in various backgrounds, experiences, and ideas and is committed
towards providing a healthy environment. Keeping in view the same, the Company does not
tolerate any discrimination and/or harassment in any form. The Company has in place an
Internal Complaints Committee to inter-alia:

1) Prevent sexual harassment at the workplace; and

2) Redress the complaints in this regard.

The Company ensures that the process ensures complete anonymity and confidentiality of
information to report any sexual harassment cases at workplace.

During the period under review, there were no complaints/cases filed/ pending with the
Company during the year.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company provides an orientation and business overview to its Independent Directors
to enable them to gain deeper understanding of your Company, its operations, business,
senior management, policies, industry perspective, etc. The Directors are updated on a
continual basis on any significant change and important developments in the Company. The
detail of the familiarization programme for independent directors can be accessed at the
website of the Company at http://www .
videoconindustriesltd.com/Documents/Familiarisation%20Program%20
for%20independent%20directors.pdf


DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE PERIOD

Mr. Radheyshyam Agarwal tendered his resignation from the office of Director of the
Company, on personal grounds w.e.f. January 25, 2018. However, the Board of Directors have
taken on record his resignation at their meeting held on June 5, 2018. The delay in taking
on record was primarily on the ground that the Board of Directors was requesting him to

re-consider his decision and continue the office of the Director. Further, Mr. Ashutosh
Gune, the CFO of the Company resigned from the post of CFO on personal ground and,
accordingly, ceased to be the CFO of the Company w.e.f. May 23, 2018.

Mr. Sanjiv Kumar Sachdev who had been co-opted as the Nominee Director of IDBI Bank
Limited on the Board of the Company tendered his resignation on w.e.f. September 19, 2018
consequent to his withdrawal of nomination.

The Directors take this opportunity and place on record their sincere appreciation for
the valuable guidance received from Mr. Radheyshyam Dalchand Agarwal and Mr. Sanjiv Kumar
Sachdev during their tenure as the Director of the Company.

During the year under review, Mr. Mandar Chintaman Joshi, Company Secretary and
Compliance Officer of the Company tendered his resignation on August 13, 2018.
Consequently, Mr. Kaustubha Arun Sahasrabudhe (Membership No. ACS 21165) was appointed as
the Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2018 in
compliance with the provisions of Section 203 of the Companies Act, 2013. However, Mr.
Kaustubha Arun Sahasrabudhe tendered his resignation as the Company Secretary and
Compliance Officer of the Company w.e.f. March 15, 2019.

The members of the Company at an annual general meeting held on 17th December, 2018 had
dissented the resolution for the appointment of Mr. V. N. Dhoot as Director of the
Company, on account of majority of the Promoter(s), Promoter Group and Person Acting in
Concert dissenting to the said resolution i.e voting against the resolution. However, the
committee of creditors of the Company ("Committee of Creditors") has not yet
approved the resultant change in the management of the Company as required in terms of the
Section 28 of the Code, in light of the ongoing CIRP of the Company.

In view of dissent to resolution for appointment of Mr. V. N. Dhoot as Director, was
not approved by the Committee of Creditors, the Company is not seeking the approval of
members for the resolution relating to appointment of Mr. V. N. Dhoot as a director liable
to retire by rotation in pursuance to the provisions of the Companies Act, 2013.

Changes after the Balance Sheet date:

In pursuance to the provisions of Section 203 of the Companies Act, 2013, the company
appointed Ms. Samridhi Kumari (Membership No. 54714) as the Company Secretary of the
Company with effect from April 1,2019.

Further, Mr. Rajneesh Gupta was appointed as the Chief Financial Officer of the Company
w.e.f April 2, 2019.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 and the provisions of SEBI (LODR)
stating that they meet the criteria of independence as provided therein.

NUMBER OF MEETINGS OF THE BOARD HELD DURING THE PERIOD

During the financial period under review, the Board of Directors met two times. The
details regarding the attendance and the date of Board Meetings are provided in the
Corporate Governance Report.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Listing
Regulations, the Company has constituted the following 7 (Seven) Committees to deal with
specific areas / activities as a part of good governance practice:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Re-organization Committee

7. Finance and General Affairs Committee

The composition, scope and powers of the aforementioned committees together with
details of meetings held during the period under review, forms part of Corporate
Governance Report.

The Company is under CIRP under the Code and therefore, the powers of board of
directors stand suspended and are being exercised by the Resolution Professional in
accordance with Sections 17 and 23 of the Code from the aforesaid date. Thus, no meetings
of the Committees were held after the Commencement of CIRP w.e.f. June 6, 2018.

PERFORMANCE ANNUAL EVALUATION

In pursuance to Section 134 of the Companies Act, 2013, Rule 8 of the Companies
(Accounts) Rules, 2014, and SEBI (LODR), the Nomination and Remuneration Committee adopted
a formal mechanism for evaluating the performance of the Board of Directors as well as
that of its Committees and individual Directors, including Chairman of the Board, Key
Managerial Personnel/ Senior Management etc.

In the past, the exercise was carried out based on various parameters such as the
composition of the Board, experience, competencies, contribution towards accurate
financial reporting, strategic guidance, risk mitigation, internal controls, governance,
leadership and talent development, managing external stakeholders, governance issues, etc.

Consequent to admission of the Company into CIRP, the performance annual evaluation was
not carried out during the year.

LISTING

The equity shares of your Company are listed on the BSE Limited (Formerly: The Bombay
Stock Exchange Limited) and The National Stock Exchange of India Limited (NSE). The Global
Depository Receipts (GDRs) and Foreign Currency Convertible Bonds (FCCBs) issued by your
Company are listed on the Bourse de Luxembourg and Singapore Exchange Securities Trading
Limited respectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is marked as ‘Annexure- 6'
and forms part of this Directors Report which provides full details of the operational
performance and business analysis of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial
Statements have been prepared by the Company in accordance with the applicable Accounting
Standards. The Audited Consolidated Financial Statements together with Auditors' Report
form part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial
statements of the subsidiary, associates and joint venture companies will be kept for
inspection by the shareholders at the Registered Office of the Company during working
hours for a period of 21 days before the date of the Annual General Meeting. The Company
shall provide the copy of the financial statements of its subsidiaries, associates and
joint venture companies to the shareholders upon their request. The audited accounts are
also available on the website of the Company viz. www. videoconindustriesltd.com

CASH FLOW STATEMENT

The Cash Flow Statement for the year ended March 31, 2019, in conformity with the
provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in
India, is annexed hereto.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS AND AUDIT REPORT:

M/s S. Z. Deshmukh & Co., Chartered Accountants, Mumbai (Firm Registration No.
102380W) were appointed as the Statutory

Auditors of the Company to hold office for a term of 5 years from the conclusion of the
27th Annual General Meeting held on December 22, 2017 until the conclusion of the 32nd
Annual General Meeting of the Company.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on May 7,
2018, amending section 139 of the Companies Act, 2013, the mandatory requirement for
ratification of appointment of Auditors by the Members at every Annual General Meeting has
been omitted. Accordingly, the Directors are not seeking approval of members by passing a
resolution, for ratification of Auditors.

AUDIT REPORT: 

The Statutory Auditors of the Company have submitted Auditors' Report, which have
certain Qualifications on the Standalone and Consolidated Financial Statements for the
period ended on March 31,2019.

Management's Explanation to the Auditors' Qualifications: Standalone: 

a) The Company has made investments, given advances and has trade receivables
aggregating to Rs. 181,386.43 Million in subsidiary/ group/affiliate companies, namely
Electroworld Digital Solutions Limited, Videocon Telecommunications Limited, VOVL Limited,
Value Industries Limited, Trend Electronics Limited, KAIL Limited, Millennium Appliances
India Limited, Applicomp (India) Limited, Sky Appliances Limited, Techno Electronics
Limited, Century Appliances Limited, PE Electronics Limited, Techno Kart India Limited,
Evans Fraser and Co. (India) Limited, CE India Limited and Planet M Retail Limited, which
have been referred to NCLT under the Code by their lenders and subsquently been admitted
into CIRP. The actual amount of loss on these investments, advances and trade receivables
are not ascertainable till the completion of resolution process of these
subsidiary/group/entities.

b) The manufacturing activity of Glass Shell division which manufactured panels and
funnels used in Colour Picture Tube of Colour Television, has been suspended from July,
2017 due to poor demand. According to management, there are indication of impairment loss.
However, the Company has not assessed or reviewed the plant and machinery and other fixed
assets related to the Glass Shell division for impairment. In respect of other fixed
assets, management has not carried out any assessment of impairment, and the impairment
loss, if any, has not been ascertained.

c) The confirmations and reconciliation of balances of certain secured and unsecured
loans, balances with banks, trade receivables, trade and other payables and loans and
advances are pending. The management is in the process of obtaining confirmations and
reconciliation of balances and ascertaining the impact of which is not ascertainable at
present.

d) The Company had given 40,000 equity shares of Asian Electronics Limited, 7,000
equity shares of Lumax Industries Limited and 3,00,000 equity shares of Man Industries
(India) Limited, shown in Non-Current Investments amounting to Rs. 32.69 Million as a
security for the loans and advances taken from Nippon Investments & Finance Company
Private Limited. These shares are not held by the Company in its own name. The Company is
in the process of obtaining the confirmation of the outstanding balance of loans and
advances of Rs. 15.00 Million from and the holding of shares by Nippon Investments &
Finance Company Private Limited.

e) Pursuant to commencement of CIRP of the Company under the Code, there are various
claims submitted by the financial creditors, operational creditors, employees and other
creditors to the Resolution Professional. The overall obligations and liabilities
including interest on loans and the principal amount of loans shall be determined during
the CIRP. Pending final outcome of the CIRP, no accounting impact in the books of accounts
has been made in respect of excess, short, or nonreceipts of claims for operational and
financial creditors.

f) During the year, the Company has entered into agreement in April, 2018 with Mr. Said
Salehal Hinai, for sale of Middle East Appliances LLC, a subsidiary company for RO 50,000
(equivalent to Rs. 8.60 Million). Out of which RO 25,000 (equivalent to Rs. 4.30 Million)
had been received and balance RO 25,000 (equivalent to Rs. 4.30 Million) are not yet
received. Further, as per the Foreign Exchange Management Act, 1999, the said balance of
RO 25,000 (equivalent to Rs. 4.30 Million) should have been received within 90 days. The
Company is making efforts for recovering the same.

g) Material uncertainty relating to Going Concern:

The Company has been referred to NCLT under the Code as amended, and there are
persistent severe strains on the working capital and there is considerable decline in
level of operations of the Company and net worth of the Company as on the reporting date
is negative and it continue to incur losses. Since the CIRP is currently in progress, as
per the Code, it is required that the Company be managed as going concern during CIRP.
Accordingly, the standalone financial statements are continued to be prepared on going
concern basis. The Company continues the process for ascertaining the realisable value for
its assets (including inventories and trade receivables) and necessary adjustments to the
carrying value will be affected in due course, the impact of which is not ascertainable at
this stage.

Management's Explanation to the Auditors' Qualifications: 

Consolidated: 

a) The Company and its 3 subsidiaries viz. VTL, EDSL and VOVL have made investments,
given advances and have trade receivables aggregating to Rs. 124,215.69 Million in group/
affiliate companies, namely Value Industries Limited, Trend Electronics Limited, KAIL
Limited, Millennium Appliances India Limited, Applicomp (India) Limited, Sky Appliances
Limited, Techno Electronics Limited, Century Appliances Limited, PE Electronics Limited,
Techno Kart India Limited, Evans Fraser and Co. (India) Limited, CE India Limited, Planet
M Retail Limited, Dome-Bell Electronics (India) Private Limited and Nippon Investments
& Finance Company Private Limited which have been referred to National Company Law
Tribunal under the Insolvency and Bankruptcy Code, 2016 by their lenders and subsquently
been admitted into Corporate Insolvency Resolution Process (CIRP). The actual amount of
loss on these investments, advances and trade receivables are not ascertainable till the
completion of resolution process of these group/affiliate entities.

b) The manufacturing activity of Glass Shell division which manufactured panels and
funnels used in Colour Picture Tube of Colour Television, has been suspended from July,
2017 due to poor demand. According to management, there are indication of impairment loss.
However, the Company has not assessed or reviewed the plant and machinery and other fixed
assets related to the Glass Shell division for impairment. In respect of other fixed
assets, management has not carried out any assessment of impairment, and the impairment
loss, if any, has not been ascertained.

c) The confirmations and reconciliation of balances of certain secured and unsecured
loans, balances with banks, trade receivables, trade and other payables and loans and
advances are pending. The management is in the process of obtaining confirmations and
reconciliation of balances and ascertaining the impact of which is not ascertainable at
present.

d) The Company had given 40,000 equity shares of Asian Electronics Limited, 7,000
equity shares of Lumax Industries Limited and 300,000 equity shares of Man Industries
(India) Limited, shown in Non-Current Investments amounting to Rs. 32.69 Million as a
security for the loans and advances taken from Nippon Investments & Finance Company
Private Limited. These shares are not held by the Company in its own name. The Company is
in the process of obtaining the confirmation

of the outstanding balance of loans and advances of Rs. 15.00 Million from and the
holding of shares by Nippon Investments & Finance Company Private Limited

e) Pursuant to commencement of CIRP of the Company under the Code, there are various
claims submitted by the financial creditors, operational creditors, employees and other
creditors to the Resolution Professional. The overall obligations and liabilities
including interest on loans and the principal amount of loans shall be determined during
the CIRP. Pending final outcome of the CIRP, no accounting impact in the books of accounts
has been made in respect of excess, short, or nonreceipts of claims for operational and
financial creditors.

f) During the year, the Company has entered into agreement in April, 2018 with Mr. Said
Salehal Hinai, for sale of Middle East Appliances LLC, a subsidiary company for RO 50,000
(equivalent to Rs. 8.60 Million). Out of which RO 25,000 (equivalent to Rs. 4.30 Million)
had been received and balance RO 25,000 (equivalent to Rs. 4.30 Million) are not yet
received. Further, as per the Foreign Exchange Management Act, 1999, the said balance of
RO 25,000 (equivalent to Rs. 4.30 Million) should have been received within 90 days. The
Company is making efforts for recovering the same.

g) In respect of auditors of subsidiary VTL have given adverse opinion, the explanation
of management is as under:

i. Consequent to VTL's agreement dated March 16, 2016 with Bharti Airtel Limited for
trading the right to use 2x5 MHz spectrum allocated to it in the 6 circles, GSM Network
Assets including Assets held for Sale of Rs. 8,077.70 Million has been shown under
"Current Assets" as ‘Disposal group-assets held for Sale'. VTL is in the
process of ascertaining the impairment loss, if any, on its fixed assets including capital
work-in-progress. The requisite accounting effect, if any, will be given upon such
ascertainment/determination.

ii. VTL had given advances of Rs. 12,860.00 Million to Quadrant Televentures Limited
(QTL) for the proposed acquisition of indefeasible Rights of Use (IRU) the UAS License of
QTL in Punjab circle, subject to regulatory approvals. The same has been converted into
Unsecured Zero Coupon Compulsory Convertible Debentures of face value Rs. 1000/- each
(CCD) (Convertible into 2% Non-Cumulative, Non-Convertible, Redeemable Preference Shares).
VTL is in process of ascertaining the fair value of Unsecured Zero Coupon Compulsory
Convertible Debentures and its accounting impact, if any, will be given upon such fair
valuation.

iii. VTL has not recognised the notional guarantee income as per Ind AS 109 for
corporate guarantee given to ultimate holding company. The notional guarantee income is
determined with reference to the guarantee commission which a third party would have
charged in an arm's length arrangement.

iv. During the year, VTL has incurred a net loss of Rs. 5,915.29 Million resulting into
accumulated losses of Rs. 72,937.87 Million as at March 31, 2019. VTL has also stopped its
International Long Distance (ILD) Business. Though VTL has huge accumulated losses, its
net worth as on March 31,2019 is positive and the management of VTL is confident of
continuing its commercial operations in the National Long Distance (NLD) Business.
Accordingly, the financial statements of VTL have been prepared on a going concern basis.

h) The Department of Telecommunications (DoT) had raised demand notice to VTL for
license fee, spectrum usage charges and electronic magnetic field (EMF) penalty from the
financial year 2007-08 to financial year 2015-16 aggregating to Rs. 10,301.00 Million and
the same are under reconciliation. No provision has been made for the same in the
consolidated financial statements.

All the telecom operators had challenged the judgement of TDSAT on AGR matter before
Hon'ble Supreme Court of India. That vide its judgement dated October 24, 2019, Hon'ble
Supreme Court dismissed the telecom operators appeal in favour of DoT. Now DoT shall
recalculate the demands and shall raise demands for payment of license fees based on AGR.

i) The subsidiary Videocon Mauritius Energy Limited (VMEL) holds investments of Rs.
17,719.54 Million classified as unquoted investments in equity instruments - financial
assets, which have been recognised at cost, and have not been carried at fair value. The
financial statement for the period have not been audited. However, the auditors of VMEL
for the previous year have given disclaimer of opinion as it has not been possible to
estimate the financial effects of not carrying these investments at fair value.

j) Material uncertainty relating to Going Concern:

The Company and its 3 subsidiaries namely VTL, EDSL and VOVL have been referred to NCLT
under the Codeas amended, and there are persistent severe strains on the working capital
and there is considerable decline in level of operations of the Company and net worth of
the Company as on the reporting date is negative and it continue to incur losses..
Further, VOVL and its subsidiaries and the joint venture are in exploration/appraisal
stage and have spent significant amounts on acquisitions, explorations and evaluation
costs and have liabilities on this account. Since Corporate Insolvency Resolution Process
(CIRP) is currently in progress, as per the Code, it is required that the Company be
managed as going concern during CIRP. Accordingly, the consolidated financial statements
are continued to be prepared on going concern basis. The Company continues the process for
ascertaining the realisable value for its assets (including inventories and trade
receivables) and necessary adjustments to the carrying value will be effected in due
course, the impact of which is not ascertainable at this stage.

2. COST AUDITOR AND COST AUDIT REPORT:

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with
Rule 14 of the Companies (Audit & Auditors) Rules, 2014 and amendments made thereto;
from time to time, the Directors of the Company have accorded its approval for appointment
of B. Sen & Co. Cost Accountants (Membership No. 6324), Aurangabad, which was taken on
record by the Resolution Professional, as the Cost Auditors of the Company, to conduct
audit of Cost Accounting Records maintained by the Company for the financial year
commencing from April 1, 2019 to March 31, 2020 in respect of the products covered as
below:

1. Electricals or Electronic Machinery

2. Other Machinery and Mechanical Appliances

3. Petroleum Products

In compliance with the provisions, the remuneration payable to the Cost Auditor has to
be ratified by the members of the Company. Accordingly, consent of the Members is sought
by way of an Ordinary Resolution for ratification of the remuneration amounting to Rs.
75,000/- (Rupees Seventy Five Thousand Only) plus applicable tax and out of pocket
expenses payable to the Cost Auditor for the financial year commencing from April 1,2019
to March 31,2020.

Pursuant to the provisions of the Companies Act, 2013 read with Rule 6 (3A) of the
Companies (Cost Records and Audit) Rules, 2014, the Company approved the appointment of B.
Sen & Co. Cost Accountants (Membership No. 6324), Aurangabad, as the Cost Auditor of
the Company to conduct the audit of the cost accounting records of the Company for the
financial year commencing from April 1, 2018 to March 31, 2019 due to the casual vacancy
of previous auditor i.e. Jayant B Galande at a remuneration of Rs. 75,000/- (Rupees
Seventy Five Thousand Only) excluding applicable Goods and Services Tax, reimbursement of
travelling and other out of pocket expenses at actual. In terms of the provisions of
Section 148(3) of the

Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules,
2014, the remuneration payable to the Cost Auditors as fixed by the Directors of the
Company on the recommendation of the Audit Committee, which was taken on record by the
Resolution Professional, and the same shall be subsequently ratified by the shareholders
of the Company at a general body meeting.

In compliance with provisions of the Companies (Cost Records and Audit) Rules, 2014 and
amendments made thereto; from time to time and General Circulars thereof, we hereby submit
that the Company has not yet filed the Cost Audit Report for the financial year ended on
March 31, 2018 and March 31, 2019. The delay in filing the cost audit report for March 31,
2018 was on account of technical difficulties. The delay in filing the cost audit report
for March 31,2019 was on account of non-availability of required data in timely manner for
completion of cost audit and consequently non-updation of the prescribed cost records
pursuant to the Companies (Cost Records and Audit)Rules, 2014, as amended and prescribe by
the Central Government under section 148(1) of the Companies Act, 2013 due to resignation
of the qualified and experienced staff handling the said activity and various practical
difficulties. The Company has now updated the cost audit records and is in the process of
getting the requisite cost audit completed through the Cost Auditor B Sen & Co., Cost
Accountants (Membership No. 6324), Aurangabad. Once the cost audit is completed, the cost
audit report shall be placed before the Directors/Resolution Professional for
approval/taking on record the same.

3. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to
annex to its Board's Report, a secretarial audit report given by a Company Secretary in
practice, in the prescribed form.

The Resolution Professional based on the recommendation of the Chief Executive Officer
and Company Secretary of the Company, in compliance with Section 204 of the Act, appointed
Mrs. Gayathri R Girish, Company Secretary in Whole- time Practice, (CP No.: 9255) to carry
out the Secretarial Audit for the financial period ended on March 31, 2019. The Report of
the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2019 is marked
as ‘Annexure- 7' and forms part of this Directors Report and consists of the
observations stated by the Secretarial Auditor.

In respect of observations raised by the Secretarial Auditor, the explanation of the
management is as under:

• The non-filing of e-forms MGT 14, CRA 2, CRA 4, DIR-12 and others were on
account of technical issues.

• The Company couldn't transfer (I) the unpaid/unclaimed dividend to IEPF,
declared at the 22nd Annual General Meeting held on 29th June, 2011; (ii) the shares in
respect of which dividend is unclaimed or unpaid for than 7 years and which were due for
transfer to IEPF due to lack of clarity consequent to commencement of CIRP.

• The non filing of statement of unpaid and unclaimed amount to IEPF Authority was
on account of non-receipt of information from the RTA due to non-payment.

• Chief financial officer of the Company has been appointed after the financial
year under review.

• The inadequate disclosure in the Report of the Board of Directors cannot be made
good, however, abundant precaution is taken in the current years Report of the Board of
Directors.

• The delay in filing of E Form AOC 4 XBRL, MGT 7 was on account of technical
difficulty and procedural issues.

• The delay in compliance and/or non-compliance of the provisions of Regulations
13(3), 33(3), 47(3), 31, 29, intimation of cessation of the KMP, 34(1), 27(2), giving
prior intimation and outcome in respect of certain meetings of Committee of Creditors,
submission of Reconciliation of Share Capital Audit, intimation of commencement of CIRP
under the Securities and Exchange Board of India ( Listing Obligations and Disclosure

Requirements) Regulations, 2015 were on account of technical difficulties, volumnious
activities under CIRP, lack of resources inter-alia including qualified staff having
resigned pre-post CIRP.

• In terms of the Code, the outstanding dues pertaining to pre- CIRP period are to
be filed as claims and will be treated as per the provisions of IBC and accordingly
payment is not made even though the same is pertaining to Listing Fees.

• Non filing of returns under FEMA were on account of technical issues and
accidental omissions.

• In respect of observation related to disqualification of directors, the
Directors submit that the put option clause mentioned in the FCCB contract was
incorporated under duress and accordingly no amount has yet become due and payable and the
Company had filed claim challenging the action of the bondholders. Thus, according to the
Company, directors are not disqualified as the matter is subjudice.

• In view of inadequacy of profits at the subsidiary level and in order to ensure
that subsidiaries remain a going concern, the holding company need to financially support
its subsidiary at all times and accordingly the Company has not charged interest on the
loans granted to subsidiaries.

• The Company couldn't maintained the prescribed cost auditor records pursuant to
the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the
Central Government under section 148(1) of the Companies Act, 2013 due to resignation of
the qualified and experienced staff handling the said activity and on account of various
practical difficulties.

• The other observations or adverse remarks are selfexplanatory

DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)

No fraud/misconduct was detected at the time of statutory audit by Auditors of the
Company for the financial year ended on March 31,2019.

INTERNAL FINANCIAL CONTROLS, INTERNAL AUDIT AND OTHER INITIATIVES

The Company has adequate systems of internal financial controls in place with reference
to financial statements, which is commensurate with its size and the nature of its
operations. The Independent Auditor have identified certain material weaknesses in the
operating effectiveness of Company's financial controls. The Company is strengthening
internal controls.

The Company has, in compliance with the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of Companies (Accounts) Rule 2014, has in place in-house internal
audit team led by in house internal auditor to carry out the periodic audits of internal
records based on the plan approved by the audit committee and brought out any deviations
to internal control procedures maintained by the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014
is available on the website of the Company and shall be made available to the members on
request.

ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS

Except for commencement of CIRP under the Code, no material orders were passed by
Regulators/ Courts / Tribunals during the period impacting the going concern status and
Company's operations in future.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of
Companies Secretaries of India, as applicable to the Company, have been duly complied
with.

ACKNOWLEDGEMENT

Your directors take this opportunity to express its sincere appreciation and gratitude
to the Customers, Vendors, Investors, Financial Institutions, Bankers, Business Partners
and Government Authorities for their consistent support and encouragement to the Company.
We also appreciate the contribution made by the employees at all levels for their hard
work, dedication, co-operation, commitment and support for the growth of the Company.

The Board of Directors would also like to thank all stakeholders for the continued
confidence and trust placed by them with the Company.

For VIDEOCON INDUSTRIES LIMITED V. N. DHOOT

CHAIRMAN, MANAGING DIRECTOR AND CEO

DIN:00092450

Place: Mumbai

Date: 03rd December 2019