Directors Report of Satellite Engineering Ltd.

Mar 31, 2012

Dear Shareholder:

The Directors are pleased to present the 50th Annual Report with the Audited Accounts of the Company for the year ended 31.3.2012.

FINANCIAL RESULTS :

(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Total Income 22.15 66.99

Profit /(Loss) before Depreciation & Tax (14.04) 14.78

Less : Depreciation 12.11 14.20

Profit /(Loss) Before Tax (26.15) 0.58

Less : Provision for Tax

Current Taxes 0.12

Short/(Excess) Provisions 0.27

Net Profit/(Loss) After Tax (26.15) 0.19

Balance brought forward (360.36) (360.55)

Balance carried to Balance sheet (386.51) (360.36)

Earnings per share (0.76) 0.01

FINANCIAL HIGHLIGHTS:

OPERATIONS:

During the year, the total turnover has been decreased and stood at Rs. 21.82 Lacs as compared to last year's Rs. 56.85 Lacs. The Company has incurred net loss after tax of Rs. 26.15 Lacs as compared to net profit of Rs. 0.19 Lacs of the last year. Overall working was affected due to general slowdown in the Industry.

DIVIDEND :

Your Directors do not recommended any dividend for the year, due to loss of the current year and carried forward loss of the past years.

FUTURE PROSPECTS:

At the forefront of completing 50 years in the lighting industry, we have developed ourselves and our relations into good business. We at this year are adding our focus from the traditional distribution networks for our products to huge corporate vendorships. We at this year are going to develop and automize our machineries to meet with the demand for the products. We have already started placing the roots into corporate mechanisms, and hope to start reaping the fruits soon. On the export front, we are renewing relationships with our export customers, and are focusing on acquiring their orders with the new technology being installed in our plants. We hope to achieve this with the financial support of the Banks.

We are working on establishing a joint venture with our Asian partners, and will be starting LED production, at the earliest. We are also planning on establishing trade relations to equip us with new technology and better market roots.

RISKS AND CONCERNS:

The Company keeps facing stiff competition by our Asian neighbors, and unhealthy competition form the Local markets. With an experience of 50 years, we have developed relations, and are soon working on countering the same.

Energy Conservation

(Information under section 217(1)(e) of the Companies Act, 1956.)

The company has a continuous focus on energy conservation. Regular studies are conducted to analyses quantitative energy conservation patterns, and variances are rigorously scrutinized. The company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies, towards getting the cost of energy down for every unit produced.

DIRECTORS:

In accordance with the provisions of the Articles of Association and of the Companies Act 1956, Mr. Vinodchandra M. Parikh, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The brief particulars of director, for which approval of members for their appointment or re-appointment is sought, has been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS:

The company has not invited or accepted any deposits under Section 58A of the Companies Act, 1956, from the public, during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and certificate obtained from practicing Chartered Accountant confirming its compliance, is provided separately and forming part of this Report. The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

Report on Management Discussion and Analysis is provided in separate section and forming part of this report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which forms part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1988 as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like to state the following:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

The Directors 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 ended on 31st March. 2012.

The Directors have 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.

The Directors have prepared the attached statements of accounts for the year ended 31st March, 2012 on a going concern basis.

REVOCATION OF SUSPENSION ON BSE

The Company's shares are presently under suspension category at Mumbai Stock Exchange (BSE), since last 4 years and trading of shares is not done. The Company had applied for the revocation of suspension for trading of shares at BSE and submitted all the necessary documents to BSE. The Board of Directors pleased to inform that In-principle approval for revocation of suspension in trading of equity shares was granted by BSE through letter dated July 23, 2012. In near future, the company's shares will once again start trading at BSE and it will helpful to all the Shareholders of the Company.

AUDITORS & AUDITORS REPORT:

M/s. Apaji Amin & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and have shown his willingness to re-appoint, if approved by the members in the ensuing Annual General Meeting. Shareholders are requested to appoint auditors from the conclusion of this Annual general Meeting up to the conclusion of the next Annual General Meeting and fix their remuneration.

Notes forming part of the accounts are self explanatory as far as Auditor's Report is concerned and therefore, it do not require any further comments.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the valuable assistance and co-operation extended by the Bankers, vendors, customers, advisors, the general public and for the valued efforts and dedication shown by the Company employees at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.

By order of the Board

14th August, 2012 Anand A. Shah

Ahmedabad Managing Director

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Mar 31, 2011

Dear Shareholder:

The Directors are pleased to present the 49th Annual Report with the Audited Accounts of the Company for the year ended 31.3.2011.

FINANCIAL RESULTS : ( Rs. In Lacs)

Particulars 2010-2011 2009-2010

Total Income 66.99 23.15

Profit /(Loss) before Depreciation & Tax 14.78 (17.57)

Less : Depreciation 14.20 (14.74)

Profit /(Loss) Before Ta 0.58 (32.31)

Less :Provision for Tax

Current Taxes 0.12 --

Short/(Excess) Provisions 0.27 0.63

Prior period Item -- 1.35

Net Profit/(Loss) After Tax 0.19 (34.29)

Balance brought forward (360.55) (326.26)

Balance carried to Balance sheet (360.36) (360.55)

Earnings per share 0.01 (1.00)

FINANCIAL HIGHLIGHTS:

OPERATIONS:

During the year, the total turnover has been increased and stood at Rs.66.99 Lacs as compared to last year's Rs. 23.15 Lacs. As compared to previous year, your company has come up with good strategies to off-set past losses and to put in a better condition which may help us to earn marginal profits. The Company has earned Net profit after tax of Rs. 0.19 Lacs as compared to net loss of Rs. 34.29 Lacs of the last year.

DIVIDEND :

Your Directors do not recommended any dividend for the year, due to carried forward loss of the past years.

FUTURE PROSPECTS:

At the forefront of completing 49 years in the lighting industry, we have developed ourselves and our relations into good business. We at this year are adding our focus from the traditional distribution networks for our products to huge corporate vendor ships. We at this year are going to develop and automize our machineries to meet with the demand for the products. We have already started placing the roots into corporate mechanisms, and hope to start reaping the fruits soon. On the export front, we are renewing relationships with our export customers, and are focusing on acquiring their orders with the new technology being installed in our plants. We hope to achieve this with the financial support of the Banks.

We are working on establishing a joint venture with our Asian partners, and will be starting LED production, at the earliest. We are also planning on establishing trade relations to equip us with new technology and better market roots.

RISKS AND CONCERNS:

The Company keeps facing stiff competition by our Asian neighbors, and unhealthy competition form the Local markets. With an experience of 49 years, we have developed relations, and are soon working on countering the same.

ENERGY CONSERVATION

(Information under section 217(1)(e) of the Companies Act, 1956.)

The company has a continuous focus on energy conservation. Regular studies are conducted to analyses quantitative energy conservation patterns, and variances are rigorously scrutinised. The company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies, towards getting the cost of energy down for every unit produced.

There is no foreign exchange earnings during the year (last year Rs.3.18 Lacs), while foreign exchange outgo of the company is Nil (Last year Nil).

DIRECTORS:

In accordance with the provisions of the Articles of Association and of the Companies Act 1956, Mr. Janak G. Nanavaty, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors have appointed Mr. Aniket Shah, as a Whole-time Director of the Company in their Board meeting held on 11th August,2011, with the remuneration terms, for a period of three years. Members approval is sought for in this matter in the ensuing Annual general meeting.

The brief particulars of director, for which approval of members for their appointment or re- appointment is sought, has been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement .

PUBLIC DEPOSITS:

The company has not invited or accepted any deposits under Section 58A of the Companies Act, 1956, from the public, during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and certificate obtained from practicing Chartered Accountant confirming its compliance, is provided separately and forming part of this Report. The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

Report on Management Discussion and Analysis is provided in separate section and forming part of this report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which forms part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1988 as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like to state the following:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

The Directors 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 ended on 31st March. 2011.

The Directors have 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.

The Directors have prepared the attached statements of accounts for the year ended 31st March, 2011 on a going concern basis.

REVOCATION OF SUSPENSION ON BSE

The Company's shares are presently under suspension category at Mumbai Stock Exchange (BSE), since last 3 years and trading of shares is not done. The Company has applied for the revocation of suspension for trading of shares at BSE and submitted all the necessary documents to BSE. The Board of Directors are hopeful that in near future, the company's shares will once again start trading at BSE and it will helpful to all the Shareholders of the Company.

AUDITORS & AUDITORS REPORT:

M/s. Pradeepkumar H. Shah & Co.; Chartered Accountants, retire at the forthcoming Annual General Meeting and have shown his unwillingness to accept the office. The Company has received a letter from M/s Monika Agrawal & Associates, Chartered Accountant and shown its willingness to join as Auditors of the Company, if appointed in the ensuing Annual General Meeting.

Notes forming part of the accounts are self explanatory as far as Auditor's Report is concerned and therefore, it do not require any further comments.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the valuable assistance and co- operation extended by the Bankers, vendors, customers, advisors, the general public and for the valued efforts and dedication shown by the Company employees at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.

11th August, 2011 By order of the Board

Ahmedabad

Anand A. Shah

Managing Director

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Mar 31, 2009

The Directors present the Forty Seventh Annual report on the business and operations of your Company for the year 2008-2009.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2009 31.03.2008 (Rs) (Rs)

Gross Sales/Income 23,61,190 59,94,924

Less Depreciation 22,42,307 26,39,296

Profit/(Loss) before Tax (62,49,871) (59,67,698)

Taxes/Deferred Taxes 17,500 0

Profit/(Loss) After Taxes (62,67,371) (59,67,698))

P& L Balance b/f (2,63,58,870) (2,03,91,172)

Profit/ (Loss) carried to Balance Sheet (3,26,26,241) (2,63,58,870)

FINANCIAL PERFORMANCE

During the year under review the total income from operations was Rs. 23,61,190/- as compared to Rs. 59,94,924/- of that of the previous Year. The Company has provided Rs.22,42,307/- as depreciation for the year. The Company has incurred Loss of Rs. 62,67,371/- during the period under review. Your Company has been trying to enhance its net worth as compare to the previous year.

DIVIDEND:

In view of the continued losses incurred by the company, the directors have decided not to recommend any dividend for the year. All possible efforts are being made to improve the earning of the Company.

INDUSTRIAL RELATIONS:

After a lot of effort and fighting many odds, the Company has been able to pay off a large percentage of the liability of the workers. This is the reason, there is a high labour burden shown and we have been able to clear a large number of problems and statutory requirements inspite of hardly any Business.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

PARTICULARS OF EMPLOYEES:

Since the Company does not have any employee drawing a monthly remuneration of Rs. 20,00,000/- or more, particulars of employees are not required to be given. There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

During the year Mr. Aniket Shah, retires by rotation and being eligible offers himself for reappointment and the Board took note of the same.

DIRECTORS RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Due to insignificant cost of fuel and power, separate records showing power consumption per unit of production have not been considered necessary. The Company is trying to conserve energy by efficient handling machines.

During the year, your Company has made Foreign Exchange earnings 2,14,025/- (P.Y. Rs. 9,75,523). Foreign Exchange outgo Nil (P.Y. NIL)

APPOINTMENT OF AUDITORS:

M/s. Pradeepkumar H. Shah & Co., Chartered Accountants, Ahmedabad, the statutory auditors of the Company will retire at the ensuing general meeting and being eligible, the Board recommend for their reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the applicable provisions of listing agreements with the stock Exchange where its equity shares are listed and as per the clause 49 of the listing agreement a separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Directors

Place: Ahmedabad

Date: 08/08/2009

SD/- Chairman