Integrated Filing-Governance



General information about company

Scrip Code 511389
NSE Symbol VIDEOIND
MSEI Symbol NOTLISTED
ISIN INE703A01011
Name of the entity Videocon Industries Limited
Date of start of financial year 01-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Yearly
Date of Quarter Ending 31-Mar-2025
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity During the reporting period there was no Acquisition of shares or voting rights in unlisted companies
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity Videocon Industries Limited (the Company) was admitted to corporate insolvency resolution process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC Code), During the reporting period, the Company continues to remain under CIRP, with trading in its equity shares being suspended. Further, the Company has not been subjected to any material fines or penalties during the period under review.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity During the reporting period, the Company continues to remain under CIRP, with trading in its equity shares being suspended. Further, during the period under review, there were no events of giving any loans / guarantees / comfort letters and securities.
Risk management committee No
Market Capitalisation as per immediate previous Financial Year Top 2000 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID v00081
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination) Videocon Industries Limited (the Company) was admitted to corporate insolvency resolution process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC Code), and in pursuance to the order of the Honble National Company Law Tribunal, Mumbai (NCLT) dated June 06, 2018. Subsequently, the NCLT vide its order dated August 08, 2019, ordered the consolidation of the CIRP of 13 Videocon group entities including the Company (Corporate Debtors). Further, NCLT vide order dated June 08, 2021 (Approval Order), has approved the resolution plan submitted by Twin Star Technologies Limited (Approved Plan). In terms of the Approved Plan, a steering committee of the Company was constituted (Steering Committee). The Steering Committee in its meeting held on June 18, 2021, had appointed the Resolution Professional (RP), Mr. Abhijit Guhathakurta as the interim manager of the Corporate Debtors (IM), for undertaking the management and control the Company, from the date of Approval Order till the completion of the implementation process on the Closing Date (as provided under the Approved Plan). However, pursuant to the appeals filed by the Bank of Maharashtra and IFCI Limited before the Honble National Company Law Appellate Tribunal, New Delhi (the NCLAT), the Honble NCLAT has, vide its order dated July 19, 2021 in the said Appeals (the Stay Order), inter-alia stayed the operation of the NCLT Approval Order till the next date of hearing and ordered the maintenance of status quo anteas before passing of the NCLT Approval Order. Further, as per the Stay Order, the Resolution Professional has been directed to continue to manage the 13 Videocon Group Entities as per the provisions of the IBC Code till the next date of hearing. Thereafter, the NCLAT, vide its order dated January 05, 2022, set aside the Approval Order passed under section 31 of IBC Code approving the Resolution Plan of the Company submitted by Twin Star Technologies Limited. Accordingly, the matter is remitted back to Committee of Creditors for completion of the process relating to CIRP in accordance with the provisions of the IBC Code (the NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court.



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory Videocon Industries Limited (the Company) was admitted to Corporate Insolvency Resolution Process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (Code) and in pursuance to the order of the Honble National Company Law Tribunal, Mumbai (NCLT) dated June 06, 2018. Subsequently, the NCLT vide its order dated August 08, 2019 ordered the consolidation of the CIRP of 13 Videocon group entities including the Company (Corporate Debtors). Further, NCLT vide order dated June 08, 2021 (Approval Order), approved the resolution plan submitted by Twin Star Technologies Limited (Approved Plan). In terms of the Approved Plan, a steering committee of the Company had been constituted (Steering Committee). The Steering Committee in its meeting held on June 18, 2021 had appointed the Resolution Professional, Mr. Abhijit Guhathakurta, as the interim manager of the Corporate Debtors (Interim Manager), for undertaking the management and control the Company, from the date of Approval Order till the completion of the implementation process on the Closing Date (as provided under the Approved Plan). However, pursuant to the appeals filed by three dissenting financial creditors (among others) before the Honble National Company Law Appellate Tribunal, New Delhi (the NCLAT), the Honble NCLAT, vide its order dated July 19, 2021 in the said Appeals (the Stay Order), inter-alia stayed the operation of the NCLT Approval Order till the next date of hearing and ordered the maintenance of status quo ante as before passing of the NCLT Approval Order. Further, as per the Stay Order, the Resolution Professional had been directed to continue to manage the 13 Videocon Group Entities as per the provisions of the Code till the next date of hearing. Later on, the NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the Committee of Creditors (the COC) for completion of the process relating to CIRP in accordance with the provisions of the Code (the, NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Post commencement of CIRP, the members at the general meeting held on December 17, 2018 had dissented the resolution for the appointment of Mr. Venugopal N Dhoot as director of the Company on account of majority of the Promoters, Promoters 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 has not 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. Thus, Mr. Venugopal Dhoot continues to be designated as a Director of the Company. Further, while the tenure of Mr. Venugopal Nandlal Dhoot as Managing Director and Chairman of the Company had ended on August 31, 2020, he continues to be designated as the Chief-Executive Officer of the Company in terms of his appointment on November 16, 2016. In addition, the resignation of Mrs. Sarita Sanjay Surve as the Independent, Non-Executive Director of the Company was received by the Resolution Professional on June 27, 2022 and the same was placed before the Committee of Creditors.
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Venugopal Nandlal Dhoot 00092450 Executive Director Not Applicable CEO 30-Sep-1951 Yes 30-Oct-2022 29-Oct-2027 Mr. Venugopal N Dhoot has incurred disqualification under section 164(2) of the Companies Act, 2013 from October 30, 2022 due to the non-filing of financial statements and annual returns of the Company for the last three financial years i.e. for the financial year 2019-20, 2020-21 and 2021-22. Inactive NA 01-Jun-2005 11-Nov-2016 1 0 1 0
2 Mrs. Sarita Sanjay Surve 07728829 Non-Executive - Independent Director Not Applicable Shareholder Director 26-Sep-1978 No Inactive NA 11-Feb-2017 22-Dec-2017 55 0 0 0 0 Textual Information(1)
3 Mr. Sanjay Kumar Palecha 10301038 Executive Director Not Applicable 09-Mar-1970 No Active NA 14-Sep-2023 18 1 0 0 0
4 Mr. Babubhai Dolatsinh Vaghela 10301042 Executive Director Not Applicable 12-Dec-1965 No Active NA 14-Sep-2023 18 1 0 0 0
5 Mr. Amol Ashok Mandlik 10367846 Executive Director Not Applicable 26-Jan-1978 No Active NA 31-Oct-2023 17 2 0 0 0
6 Mr. Kalidas Vishnu Jadhav 10367847 Executive Director Not Applicable 14-Jan-1972 No Active NA 31-Oct-2023 17 1 0 0 0



Text Block
Textual Information(1) The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mrs. Sarita Sanjay Surve, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f June 27, 2022, which was received by the Resolution Professional on June 27, 2022 and the same was placed before the Committee of Creditors. After her resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mrs. Sarita Surve in the composition of Board and the committees viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. However, it should be noted that Mrs. Sarita Surve is not continuing as the member of the Board and the aforesaid committees w.e.f June 27, 2022.



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory .Videocon Industries Limited (the Company) was admitted to Corporate Insolvency Resolution Process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (Code) and in pursuance to the order of the Honble National Company Law Tribunal, Mumbai (NCLT) dated June 06, 2018. Subsequently, the NCLT vide its order dated August 08, 2019 ordered the consolidation of the CIRP of 13 Videocon group entities including the Company (Corporate Debtors). Further, NCLT vide order dated June 08, 2021 (Approval Order), approved the resolution plan submitted by Twin Star Technologies Limited (Approved Plan). In terms of the Approved Plan, a steering committee of the Company had been constituted (Steering Committee). The Steering Committee in its meeting held on June 18, 2021 had appointed the Resolution Professional, Mr. Abhijit Guhathakurta, as the interim manager of the Corporate Debtors (Interim Manager), for undertaking the management and control the Company, from the date of Approval Order till the completion of the implementation process on the Closing Date (as provided under the Approved Plan). However, pursuant to the appeals filed by three dissenting financial creditors (among others) before the Honble National Company Law Appellate Tribunal, New Delhi (the NCLAT), the Honble NCLAT, vide its order dated July 19, 2021 in the said Appeals (the Stay Order), inter-alia stayed the operation of the NCLT Approval Order till the next date of hearing and ordered the maintenance of status quo ante as before passing of the NCLT Approval Order. Further, as per the Stay Order, the Resolution Professional had been directed to continue to manage the 13 Videocon Group Entities as per the provisions of the Code till the next date of hearing. Later on, the NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the Committee of Creditors (the COC) for completion of the process relating to CIRP in accordance with the provisions of the Code (the, NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Further, the resignation of Mrs. Sarita Sanjay Surve as the Independent, Non-Executive Director of the Company was received by the Resolution Professional on June 27, 2022 and the same was placed before the Committee of Creditors. Therefore, there are no members on the Statutory Committees of the Board.



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson No
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07728829 Sarita Sanjay Surve Non-Executive - Independent Director Member 22-Sep-2017



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson No
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 07728829 Sarita Sanjay Surve Non-Executive - Independent Director Member 22-Sep-2017



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson No
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00092450 Venugopal Nandlal Dhoot Executive Director Member 22-Sep-2017
2 07728829 Sarita Sanjay Surve Non-Executive - Independent Director Member 22-Sep-2017



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson No
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00092450 Venugopal Nandlal Dhoot ED Member 22-Sep-2017
2 07728829 Sarita Sanjay Surve ID Member 22-Sep-2017



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory Videocon entered into CIRP in 2018 and its resolution plan was approved in June 2021 which was challenged in January 2022 the NCLAT set aside the approval order leading to the COC inviting fresh expressions of interest. However Twin Star challenged the NCLATs Final Order before the Supreme Court which ordered the preservation of status quo until further orders or directions The Boards powers are suspended and the Directors are required to extend cooperation to the RP No meetings were held for the quarter ended 31 03 2025
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory Videocon entered into CIRP in 2018 and its resolution plan was approved in June 2021 which was challenged in January 2022 the NCLAT set aside the approval order leading to the COC inviting fresh expressions of interest. However Twin Star challenged the NCLATs Final Order before the Supreme Court which ordered the preservation of status quo until further orders or directions. The Boards powers are suspended and the Directors are required to extend cooperation to the RP. No committees meetings were held for the quarter ended 31.03.2025.
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) NA
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here: Comment with regard to Point No 1 to 4 and 7 From the date of Stay Order i.e. July 19 2021 the Company was once again brought under the purview of CIRP from July 19 2021 suspending board powers and placing them with the Resolution Professional making some SEBI LODR provisions inapplicable. NCLATs January 5 2022 order invited fresh Expression of Interest but Honble Supreme Courts oral remarks on Feb 14 2022 preserved the status quo. Thus the company is managed by the Resolution Professional and some board related provisions and meetings are exempted. Therefore point 1 to 4 and 7 are marked as YES Comment w.r.t. Point No. 5 The provisions pertaining to Risk Management Committee in terms of LODR is not applicable to the Company. Accordingly, the same has been marked as NA. Comment w.r.t. Point No. 6: At the time of appointment, the committee members were made aware of their powers, roles and responsibilities as required under SEBI (LODR), 2015. Accordingly, the comment has been marked as YES. Comment w.r.t Point No. 8 From the date of Stay Order i.e. July 19, 2021 the Company has been brought under the purview of CIRP and since the status quo is maintained the management has been re-instated in the hands of the Resolution Professional and accordingly, the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional, appointed under the provisions of Code. In view of the order passed by the NCLAT on January 05, 2022 setting aside the Approval Order, the management of the Company retained in the hands of the Resolution Professional and the Company proceeded to invite fresh Expression of Interest from public. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court and currently the powers of the board of directors stand vested with and are being exercised by the Resolution Professional, appointed under the provisions of Code. Accordingly, report for the quarter ended December 31, 2024 has been taken on record by the Resolution Professional. However, as the option Not Applicable is not present under Comment 8 the same has been marked as YES.



Annexure 1
Sr Subject Compliance status
1 Name of signatory AMOL ASHOK MANDLIK
2 Designation Director



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of LODR Regulation
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1.1 Details of business Yes https://www.videoconindustriesltd.com/AboutUS.aspx
1.2 Memorandum of Association and Articles of Association Yes https://videoconindustriesltd.com/Others.aspx
1.3 Brief profile of board of directors including directorship and full time positions in body corporates NA
2 Terms and conditions of appointment of independent directors Yes https://videoconindustriesltd.com/Others.aspx
3 Composition of various committees of board of directors Yes https://videoconindustriesltd.com/Others.aspx
4 Code of conduct of board of directors and senior management personnel Yes https://www.videoconindustriesltd.com/CodeConduct.aspx
5 Details of establishment of vigil mechanism or whistle blower policy Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
6 Criteria of making payments to non-executive directors Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
7 Policy on dealing with related party transactions Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
8 Policy for determining material subsidiaries Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
9 Details of familiarization programmes imparted to independent directors No As the Company is undergoing CIRP, the powers of the Board are suspended and being exercised by the Resolution Professional. While no formal external programme were organised for Independent directors, in accordance with the requirements of the Insolvency and Bankruptcy Code, all eligible directors of the Company are invited to attend meetings of the Committee of Creditors to keep them informed of significant events or changes related to the business of the Company.
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://www.videoconindustriesltd.com/InvestorContacts.aspx
11 Email address for grievance redressal and other relevant details Yes https://www.videoconindustriesltd.com/InvestorContacts.aspx
12 Financial results Yes https://www.videoconindustriesltd.com/FinancialRes.aspx
13 Shareholding pattern Yes https://www.videoconindustriesltd.com/ownership_structure.aspx
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet NA
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls NA
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) NA
18 Credit rating or revision in credit rating obtained NA
19 Separate audited financial statements of each subsidiary of the listed entity NA
20 Secretarial compliance report Yes https://videoconindustriesltd.com/FinancialAnnualRpt.aspx
21 Materiality policy as per regulation 30 (4) Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
23 Disclosures under regulation 30(8) Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA
25 Dividend distribution policy as specified in regulation 43A (1) Yes https://www.videoconindustriesltd.com/PolicieChar.aspx
26.1 Annual return as provided under section 92 of the Companies Act 2013 Yes https://www.videoconindustriesltd.com
26.2 Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes https://www.videoconindustriesltd.com
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes https://www.videoconindustriesltd.com
29 Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II
II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) No During the tenure of the ongoing CIRP of the Company certain directors have vacated their office from the Company and therefore the Company is not in compliance with regulations 16 1 b and 25 6
2 Board Composition 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) NA
3 Meeting Of Board Of Directors 17(2) NA
4 Quorum of board meeting 17(2A) NA
5 Review of Compliance Reports 17(3) NA
6 Plans for orderly succession for appointments 17(4) NA
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) NA
9 Minimum Information 17(7) NA
10 Compliance Certificate 17(8) NA
11 Risk Assessment & Management 17(9) NA
12 Performance Evaluation of Independent Directors 17(10) NA
13 Recommendation of Board 17(11) NA
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) NA
16 Meeting of Audit Committee 18(2) NA
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) NA
18 Composition of nomination & remuneration committee 19(1) & (2) NA
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) NA
20 Meeting of Nomination and Remuneration Committee 19(3A) NA
21 Role of Nomination and Remuneration Committee 19(4) NA
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) NA
23 Meeting of Stakeholders Relationship Committee 20(3A) NA
24 Role of Stakeholders Relationship Committee 20(4) NA
25 Composition and role of risk management committee 21(1),(2),(3),(4) NA
26 Meeting of Risk Management Committee 21(3A) NA
27 Quorum of Risk Management Committee meeting 21(3B) NA
28 Gap between the meetings of the Risk Management Committee 21(3C) NA
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5), (6), & (8) No The Policy on Related Party Transactions as formulated prior to CIRP commencement by the erstwhile management is available However since the company is undergoing consolidated CIRP with 12 other Videocon group entities the said policy and any transactions with related parties shall be subject to the provisions of the Code
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) NA
32 Approval for material related party transactions 23(4) NA
33 Disclosure of related party transactions on consolidated basis 23(9) No As you have been previously informed through various Company filings we would like to reiterate that the Company is presently unable to conclude the preparation and finalization of the standalone and consolidated financial statements for the financial year that ended on March 31 2023 in accordance with SEBI LODR 2015 timelines Furthermore due to the absence of requisite pre CIRP data the Company is presently unable to provide a disclosure of related party transactions on a consolidated basis under regulation 23 9 of SEBI LODR Regulation 2015
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) No According to the Policy for determining Material Subsidiary as formulated by the erstwhile management prior to the commencement of corporate insolvency resolution process the Company needs to determine the material unlisted Indian subsidiary on the basis of income or net-worth of subsidiary with the consolidated income or net worth of the parent in the immediately preceding financial year As per the information available there were only two Material Subsidiaries as on 31st March 2019 both of which are undergoing CIRP and are under the management and control of a resolution professional Further as communicated earlier from time to time through various Company filings that data information related to the Subsidiaries or Associates or Joint Ventures of previous financial years pertaining to entities outside consolidated CIRP and data required for preparation of consolidated financial statement was not made available to the Resolution Professional by the promoters and erstwhile management for which applications under Section 19 of the Code have already been filed with NCLT by the Resolution Professional in absence of the financial statements of the subsidiaries the Company was unable to prepare the consolidated financial statements and determine the material subsidiaries for the financial year ending on March 31 2020 onwards In view of this the Company is unable to confirm on the compliance with Regulation 24 1 of the SEBI LODR Regulations 2015
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) No As previously stated the Company was unable to determine the material subsidiaries for the financial year ending on March 31 2023 and therefore could not comply with Regulation 24 1 of the SEBI LODR Regulations 2015 As a result the Company was unable to comply with sub regulations 24 2 3 4 5 and 6 of SEBI LODR Regulations 2015
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) Yes
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) NA
39 Meeting of independent directors 25(3) & (4) NA
40 Familiarization of independent directors 25(7) No As the Company is undergoing CIRP the powers of the Board are suspended and being exercised by the Resolution Professional While no formal external programme were organised for Independent directors in accordance with the requirements of the Insolvency and Bankruptcy Code all eligible directors of the Company are invited to attend meetings of the Committee of Creditors to keep them informed of significant events or changes related to the business of the Company
41 Declaration from Independent Director 25(8) & (9) No The company has not received any declaration from Independent directors Further there is no independent director on the Board of the Company as on March 31 2024
42 Directors and Officers insurance 25(10) No Due to financial constraint the company has not taken D and O Insurance
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) NA
44 Memberships in Committees 26(1) Yes
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) No The Company has not received formal affirmation on compliance of code of conduct However all the employees are governed by the internal policies on ethics and Code of Conduct and there were no instances of violation of the Code of Conduct that were brought to the attention of the management of the Company during the year
46 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
47 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) NA
48 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) No As you are aware the Company along with 12 other Videocon group entities is undergoing consolidated corporate insolvency resolution process CIRP under the provisions of the Insolvency and Bankruptcy Code 2016 read with rules and regulations framed thereunder with Mr Abhijit Guhathakurta as the Resolution Professional or RP of the Corporate Debtors vide Honble National Company Law Tribunal Mumbai NCLT order dated 25 September 2019 Further as you may be aware the resolution plan is subjudice before Honble Supreme Court and as such the Corporate Debtors continue to be undergoing CIRP since their insolvency commencement dates Due to the prolonged CIRP and extreme financial and operational constraints the company is facing extreme difficulty to ensure talent acquisition and employee retention due to the which the appointment of the CFO could not be done
Any other information to be provided - Add Notes



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided Textual Information(1)



Text Block
Textual Information(1) Yes, the Company has approved a Material Subsidiary Policy. However, due to the absence of data/information related to the Subsidiaries/Associates/Joint Ventures of previous financial years, the Company was unable to determine the material subsidiaries for the financial year ending on March 31, 2025. As a result, the Company could not comply with the Corporate Governance requirements related to the material subsidiaries.



Annexure II
1 Name of signatory AMOL ASHOK MANDLIK
2 Designation Director



Additional Half yearly Disclosure
Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus")
Name
Designation
Place
Date



Signatory Details
Name of signatory AMOL ASHOK MANDLIK
Designation of person Director
Place MUMBAI
Date 30-Apr-2025


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 1
No. of investor complaints disposed off during the Quarter 1
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute
1 Income Tax 30-May-2024 Appeal filed Pending before court
2 Custom 24-Oct-2024 Pending for Reply Pending for Reply
3 GST 14-Oct-2024 Pending for Reply Pending for Reply
4 GST 06-Feb-2024 NA Pending for Reply
5 GST 01-Apr-2025 NA Pending for Reply
6 GST 24-Apr-2025 NA Pending for Reply
7 Custom 23-Apr-2025 NA Pending for Reply