To the Members
 
 The Directors have immense pleasure in presenting the 25th Annual
 Report and Audited Statement of Accounts for the year ended 30th June,
 2012.
 
 
 FINANCIAL RESULTS                                        (Rs. In lacs) 
 
 Particulars                                   Year ended   Year ended
                                               30.06.2012   30.06.2011
 
 
 Revenue from operations & Other Income          37904.72     47524.47
 
 Profit/(Loss) Before Exceptional &  
 Extraordinary Items and Tax                     (3763.25)      761.73
 
 Exceptional Items                               (5347.72)    (1234.70)
 
 Profit/(Loss) Before Tax                        (9110.97)     1996.42
 
 Provision for Taxation.
 
 - Income Tax                                      (586.63)     321.46 
 
 - Deferred Tax                                     (13.20)     (21.88)
 
 Profit/(Loss) After Tax                          (8511.13)    1696.84
 
 
 
 
 2.  FINANCIAL / OPERATION PERFORMANCE REVIEW
 
 During the year under review, the Company recorded a turnover of Rs.
 37904.72 lacs and loss after Tax of Rs. (8511.13) lacs. The Company has
 incurred business losses arising out of product obsolescence, under
 cutting from unorganized sector, high interest rates and foreign
 exchange fluctuations. The operating cycle has increased which has put
 pressure on the financial liquidity. Over the past few years, the
 consumer electronic sector has faced changes in the consumer
 preferences as well as the demand patterns. The company was trying to
 diversify to add new products to mitigate these risks, but due to
 general slow down in the economy, lack of capital and high interest
 costs, these plans could not get materialized. The company had to write
 off/revalue some of its obsolete /irrecoverable current assets
 resulting into business losses.
 
 However, the company is looking at the current reforms in the economy
 which may bring positive turnaround in the business confidence and
 investment. Based upon this assessment, the company is hopeful to come
 forward with a new revival plan during the FY 2013-14 through
 diversification in new product lines.
 
 3.  DIVIDEND
 
 Keeping in view the business losses, the directors of your Company do
 not recommend any dividend for the year under review.
 
 4.  DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Suresh Kumar Varma and Mrs.
 Kalpana Gupta, Directors of the Company, retires by rotation at the
 ensuing Annual General Meeting and being eligible, offers themselves
 for re-appointment.
 
 Brief resumes of Directors proposed to be so appointed or re-appointed,
 nature of their expertise in specific functional areas, names of
 Companies in which they hold directorships and their memberships/
 chairmanships on Board Committees of various Companies, have been
 provided in the Corporate Governance Report.
 
 5.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956, your Directors state and confirm as under:
 
 a) That in the preparation of the annual accounts, the applicable
 Accounting Standards have been followed along with proper explanation
 relating to material departures;
 
 b) That appropriate accounting policies have been selected and applied
 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 as on 30th June, 2012 and
 the Profit of the Company for that period;
 
 c) That proper and sufficient care has been taken 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) That the annual accounts have been prepared on a going concern
 basis.
 
 6.  MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report as required under Clause
 49(F) of the Listing Agreement is annexed hereto as Annexure-I and
 forms part of Directors'' Report.
 
 7.  CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE
 
 A detailed report on corporate governance of the Company as required
 under Clause 49(VI) of the Listing Agreement is enclosed as
 Annexure-II. A practicing Company Secretary has certified compliance
 with requirement of corporate governance in relation to clause 49 of
 the Listing Agreement.
 
 8.  FIXED DEPOSITS
 
 Your Company has neither invited nor accepted any deposits from public
 within the meaning of the Companies (Acceptance of Deposits) Rule,
 1975, during the last financial year.
 
 9.  AUDITORS
 
 M/s. Arun Kishore & Co., Chartered Accountants, New Delhi, the
 Statutory Auditors, retire at the conclusion of ensuing Annual General
 Meeting and have confirmed their eligibility and willingness to accept
 the office if re-appointed. They have furnished a certificate stating
 that their re-appointment would be within the limits specified under
 section 224(IB) of the Companies Act, 1956.
 
 The Audit Committee and the Board recommends the re-appointment of M/s
 Arun Kishore & Co., Chartered Accountants.
 
 10.  AUDITORS'' REPORT
 
 The Auditors'' Report to the members together with Audited Accounts for
 the year ended 30th June 2012 and notes thereon are attached, which are
 self-explanatory except their remark regarding unconfirmed balances and
 not providing provision of doubtful debt, to which the Board explains
 that some of such balances are old and consist of various claims which
 are not yet acknowledged by the company. Hence, confirmations of all
 outstanding balances at the year end are still pending. The Auditors
 have classified some part of these outstanding balances as doubtful of
 recovery. The Company is still hopeful that there could be some
 recovery; so no provision is created in the books of accounts.
 
 11.  PARTICULARS OF EMPLOYEES
 
 Information as per section 217(2A) of the Companies Act, 1956, read
 with the Companies (Particulars of Employees) Rules, 1975 does not form
 part of this Report, as no employee of your Company is covered as per
 provisions contained therein.
 
 12.  PERSONNEL
 
 The employer-employee relations throughout the year were very cordial.
 The Company enjoys a healthy working atmosphere that inspires the
 employees to put their best foot forward in achieving a
 high-sustainable growth. The Directors also wish to place on record the
 support and confidence reposed in the management by the employees.
 Total quality in every sphere of activities, employee training and
 development continues to be on the top priority of your management.
 
 13.  CONSERVATION OF ENERGY
 
 Disclosure of particulars with respect to conservation of energy and
 technology absorption are not applicable to the Company.
 
 14.  RESEARCH AND DEVELOPMENT
 
 Since the market scenario and technologies are changing rapidly,
 Research and Development (R&D) is important to ensure that Company
 increases its market share. The Company has always attempted to use the
 latest and advanced technology for its product lines, but keeping pace
 with current technological developments is becoming difficult for want
 of capital. The slow down in the economy and higher interest costs has
 also deterred the further research and development activities of the
 company to keep it abreast with the current technological changes.
 
 15.  FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 a) Foreign Exchange Earnings                 Rs. Nil
 
 b) Foreign Exchange Outgo                    Rs. Nil
 
 16.  ACKNOWLEDGEMENT
 
 During the current difficult times where the company is facing all the
 challenges, your Directors place on record their appreciation for the
 overwhelming co-operation and assistance received from investors,
 customers, business associates, bankers, vendors as well as regulatory
 and government authorities. Your Directors also thank the employees at
 all levels who, through their dedication and co-operation have always
 supported the company.
 
 
 
                                    By Order of the Board of Directors 
                                            For MVL Industries Limited 
 
 
 
                                                                  Sd/-
 Place: New Delhi                                     (Prem Adip Rishi)
 Date : 7th November, 2012                Chairman & Managing Director