Mirc Electronics

The Directors are pleased to present the 27th Annual Report and the
 audited accounts of the Company for the financial year ended March 31,
 2008.
 
                                                      Financial results
 
                                                      (Rupees in crores)
 
 Parameters                                           2007-08   2006-07
 
 Turnover                                             1655.06   1650.99
 Profit before tax                                      40.55     51.42
 Provision for taxation                                  5.96     17.30
 Profit after tax                                       34.59     34.12
 Profit available for appropriation                    175.41    157.23
 Interim dividend                                        -        10.65
 Final dividend - proposed                              14.20       -
 Tax on dividend                                         2.41      1.49
 Transfer to general reserve                             4.50      4.27
 Surplus carried to balance sheet                      154.30    140.82
 
 Financial performance
 
 During the financial year 2007-08, the turnover of the Company stood at
 Rs. 1655 crore as against Rs. 1651 crore in the previous year. The
 profit before tax stood at Rs. 40.55 crore as against Rs. 51.42 crore
 in the previous financial year. The profit after tax for the financial
 year ended March 31, 2008 stood at Rs. 34.59 crore as against Rs. 34.12
 crore in the previous financial year. Your directors are confident of
 improving their performance in the ensuing year. In this direction the
 company has launched an exclusive world class LCD under the XARIA
 range. The company has also added to its product portfolio state-
 of-the art Onida Mobile Phones. These initiatives taken by the
 management are likely to accelerate the pace of growth of the company
 and consequently its performance in the coming years.
 
 Dividend
 
 Keeping in view the positive outlook for your company’s future, your
 Board of Directors in their meeting held on April 29, 2008 have
 recommended 100% dividend on equity share of Re. 1/- each for the
 financial year ended March 31, 2008, and seek your approval for the
 same.
 
 Transfer to reserves
 
 Your Directors have proposed to transfer Rs. 4.50 crores to the general
 reserves this year, thus leaving a balance of Rs.154.30 crores to be
 retained in the Profit and Loss account.
 
 Subsidiary Company
 
 The audited statement of accounts of Company’s subsidiary viz. Akasaka
 Electronics Limited together with the Report of Directors and Auditors
 as required under section 212 of the Companies Act, 1956 are attached
 to this report.
 
 Consolidated Financial Statements
 
 In compliance with the Accounting Standard 21 and the Listing Agreement
 entered into with the Bombay Stock Exchange Limited and the National
 Stock Exchange of India Limited, this annual report includes the
 consolidated financial statements of Mirc Electronics Limited and its
 subsidiary, Akasaka Electronics Limited (previously known as Imercius
 
 Technologies (India) Limited, for the financial year 2007-08.
 
 Cash flow statement
 
 In conformity with the provisions of Clause 32 of the Listing Agreement
 with the Stock Exchanges, the Cash flow statement for the year ended
 31st March, 2008 is annexed hereto.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956, and the
 Articles of Association of the company, Mr. Vimal Bhandari and Mr.
 Ranjan Kapur, Non-Executive Directors, retire by rotation at the
 forthcoming Annual General Meeting and, being eligible, have offered
 themselves for re-appointment.
 
 A brief resume of above directors as required by clause 49 of the
 Listing Agreement with the Stock Exchanges, is provided in the notice
 convening the Annual General Meeting, encolsed separately.
 
 Directors’ Responsibility Statement
 
 In terms of provisions of Section 217(2AA) of the Companies Act, 1956,
 your Directors confirm that:
 
 (a) In the preparation of the annual accounts for the year ended March
 31, 2008, the applicable accounting standards have been followed and no
 material departures have been made from the same;
 
 (b) They have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company at the end of the financial year and of the profit of the
 company for the year under review;
 
 (c) They have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities;
 
 (d) They have prepared the annual accounts for the year ended March 31,
 2008 on a going concern basis.
 
 Corporate Governance
 
 The Company believes in abiding by the Code of Corporate Governance so
 as to be a responsible corporate citizen and to serve the best
 interests of all the stakeholders, viz, the employees, shareholders,
 customers, vendors and society at large. The Company seeks to achieve
 this goal by being transparent in its business dealings by disclosure
 of all relevant information in an easily understood manner, and by
 being fair to all stakeholders, by ensuring that the Company’s
 activities are managed by a professionally competent and independent
 Board of Directors.
 
 The report of Corporate Governance as stipulated under clause 49 of the
 Listing Agreement forms part of Annual Report.  The Chief Executive
 Officer’s declaration regarding compliance of Code of Business Conduct
 and Ethics for Board members and senior management personnel forms part
 of Report on Corporate Governance.
 
 The requisite certificate from the Auditors of the Company, M/s N. M.
 
 Raiji & Company, Chartered Accountants, Mumbai confirming the
 compliance with the conditions of Corporate Governance as stipulated
 under the aforesaid clause 49 of the Listing Agreement, is annexed to
 this report.
 
 Management discussion and analysis
 
 A detailed review of operations, performance and future outlook of the
 Company is given separately under the head Management Discussion and
 Analysis.
 
 Fixed deposits
 
 The company has not accepted any deposits from the public or its
 employees within the meaning of Section 58A of the Companies Act, 1956,
 during the year under review.
 
 Electronic filing
 
 Since SEBI has stipulated electronic filing of the annual report
 including Corporate Governance report, share- holding pattern etc. on
 the website of SEBI i.e. www.sebiedifar.nic.  in, statements of your
 company can also be accessed at this website.  These statements are
 also displayed on the company’s website viz.  www.onida.com.
 
 Listing fees
 
 The equity shares of the company are listed on the Bombay Stock
 Exchange Limited and the National Stock Exchange of India Limited. The
 company has paid the applicable listing fees to the above Stock
 Exchanges up to date. The Company’s shares are also traded in the
 dematerialised segment for all investors compulsorily and the Company
 has entered into agreements with the Central Depository Services
 (India) Limited and National Securities Depository Limited for trading
 in electronic form.
 
 Auditors
 
 Messrs. N. M. Raiji & Company, Chartered Accountants, the Statutory
 Auditors of the Company, hold office upto the conclusion of the
 forthcoming Annual General Meeting and have given their consent for
 re-appointment as statutory auditors of the company. It is proposed to
 re-appoint them as auditors for the financial year 2008-09 and fix
 their remuneration.
 
 The Company has received a written confirmation from Messrs. N. M.
 Raiji & Co. to the effect that their appointment, if made, would be in
 conformity with the limits prescribed in Section 224 (1B) of the
 Companies Act, 1956.
 
 The report of auditor is self-explanatory and does not require any
 further explanation.
 
 Audit Committee
 
 In accordance with Clause 49 of the Listing Agreement, the company has
 constituted an Audit Committee, which consists of three Independent and
 Non- Executive Directors of the company viz. Mr. Vimal Bhandari,
 Chairman of Audit Committee, Mr. Ranjan Kapur and Mr. Manoj Maheshwari.
 The Audit Committee functions in terms of the role and powers delegated
 by the Board of Directors keeping in view the provisions of Clause 49
 of the Listing Agreement and Section 292A of the Companies Act, 1956.
 
 Employee relations
 
 Relations between employees and the management continued to be cordial
 during the year. Information as per Section 217(2A) of the Companies
 Act, 1956, (the Act) read with the Companies (Particulars of Employees)
 Rules, 1975, forms part of this report.  However, as per the provisions
 of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and
 accounts are being sent to all the shareholders of the company
 excluding the statement of particulars of employees under Section
 217(2A) of the Act.
 
 Research and Development
 
 Mirc recognises that a vigorously intelligent research initiative works
 at two ends: cost reduction through effective process improvement and
 value-addition through a sustained ability to put innovative and
 customised products in line with customer needs.  A team of dedicated
 engineers is at work at the Onida Research and Development Centres in
 Mumbai and Delhi, making products with the help of the latest
 technology, satisfying customer expectations.
 
 The team conducts research in the areas of:
 
 - Embedded software Industrial design Mechanical engineering Electrical
 engineering Model shop Conservation of energy, research and
 development, technological absorption, foreign exchange earnings and
 outgo
 
 The particulars as prescribed under Section 217(1)(e) read with Rule 2
 of the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, are set out in the Annexure forming part of
 this report.
 
 Acknowledgement
 
 Your Directors take this opportunity to thank its bankers, dealers and
 distributors associated with your company for their valuable support
 and above all its valued customers, who by their patronage of the
 Company’s products have helped the Company to reach new heights every
 year.  Your Directors also place on record their deep appreciation for
 the employees of the company for their commitment and contribution as
 well. Your involvement as shareholders is also valued and your
 Directors look forward to your continuing support.
 
                              On behalf of the Board of Directors
 
                              G. L. Mirchandani
                              Chairman and Managing Director
 
 Date   : April 29, 2008
 Place  : Mumbai