Directors Report of SEL Manufacturing Company Ltd.

Mar 31, 2024

The Directors hereby present the 24^th Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS: Revenue from Operations	Current Year 2023-24 37,427.31	(Rs in Lakhs) Previous Year 2022-23 55,436.76
Other Income	547.43	1,986.21
Total	37,974.75	57,422.97
Less: Expenditure	48,900.67	66,876.54
Depreciation & Amortisation	9,515.64	10,159.05
Profit/(loss)before exceptional items and tax:	-20,441.56	-19,612.62
Exceptional Items	-1,146.23	-1,021.47
Profit/(Loss) before tax	-19,295.33	-18,591.15
Less: Taxes	-	-
Profit/(Loss)from continuing Operations	-19,295.33	-18,591.15
Profit/(Loss)from discontinuing Operations	-	-
Profit/(Loss) for the period	-19,295.33	-18,591.15
Other Comprehensive Income	-1,185.51	7,068.03
i)Items that will not be reclassified	453.39	273.34
to Profit or loss ii) Items that will be reclassified to Profit or loss	-1,638.90	6,794.69
Total Comprehensive Income/(Loss)for the Period	-20,480.84	-11,523.13

2. BUSINESS:

The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kinds of Yarn with production facilities located at different parts of India.

3. STATE OF COMPANY’S AFFAIRS:

During the year under review, your company has achieved Revenue from Operations of Rs. 37,427.31 lacs as compared to Rs. 55,436.76 lacs in the previous year. After deducting Expenses there was a loss of Rs. 20,441.56 lacs as compared to loss of Rs. 19,612.62 lacs during the previous year. After adjusting Exceptional Items there was Loss of Rs. 19,295.33 lacs as compared to loss of Rs. 18,591.15 lacs during the previous year. After providing for other adjustments/comprehensive income, the current year Loss stood at Rs. 20,480.84 lacs as compared to the Loss of Rs. 1,1523.13 lacs during the previous year.

Earlier, the Company went through Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy code (IBC), 2016, pursuant to an application filed before the Hon’ble National Company Law Tribunal, Chandigarh Bench (“NCLT”) by State Bank of India against SEL Manufacturing Company Limited (“Corporate Debtor”), under Section 7 of the Insolvency and

Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time (“Code”), The Hon’ble National Company Law Tribunal, Chandigarh Bench on February 10, 2021 had approved the Resolution plan submitted by Consortium of Arr Ess Industries Private Limited and Leading Edge Commercial FZE (“Consortium” or “Resolution Applicant”) in respect of SEL Manufacturing Company Limited (“Company”). Pursuant to the Corporate Insolvency Resolution Process, the Company has been taken over by new management.

The Company has been regularly paying interest and instalments as per terms of resolution plan and there has never been a delay of even a single day in any of the months. Despite the foregoing compliance by the Company, the Company has received a notices from certain banks declaring the name of the Company as wilful defaulter. Post implementation of the resolution plan, certain actions were required to be taken sequentially by the resolution applicant, company and the lenders. First of all, joint documents were required to be executed and the same was done. Post that the resolution applicant was required to bring in Rs.50.00 crores. The same were brought in by the resolution applicant and it was used for making payments to financial creditors & operational creditors. Thereafter, a security trustee was

appointed. After that equity shares & debentures were allotted to the lenders and the equity shares allotted to the resolution applicant were pledged with the lenders. As per terms of resolution plan, term loan-II of Rs.50.00 crores was required to be repaid and the same was duly done.

During the intervening period of one year, the lenders were required to take steps for removal of Company name from the CIBIL and fraud list and issue a satisfaction letter for removal of redundant charges of about Rs.12000 crores from MCA records. However, despite repeated reminders and requests from the Company nothing in this regard has been done by the banks. In fact, two of the bankers have included the name of the new directors in the CIBIL list even though the interest and instalments are being served on time. Due to this, the Company has not been able to obtain external rating.

The Company is finding it very difficult to raise finances from the market as the name of the Company and the new directors still appears in the CIBIL list and fraud list. Not only this, the Company is also not able to get business from international and domestic buyers as most of these buyers ask for credit rating before placing the orders. However, as the name of Company appears in CIBIL and fraud list and also because of redundant charges of Rs.12000 crores standing in the name of the Company, the Company is unable to get credit rating and consequently unable to generate orders from international buyers. All this is severely hampering the business of the Company.

The resolution applicant had estimated certain financial projections relating to sales and profitability while submitting the resolution plan with committee of creditors. Based on these financial projections, the repayment of loans and payment of interest was scheduled. However, due to reasons mentioned above, the Company is finding it very difficult to achieve the estimated sales and the company continues to incur losses. Due to continuation of situation, servicing of financial obligations is becoming difficult.

4. SUBSIDIARY COMPANY/FIRM(S):

The Company had one Subsidiary Company viz. SEL Aviation Private Limited in the previous year, however application for the Striking off M/s SEL Aviation Private Limited (subsidiary of the company) has been filed before the Registrar of the Companies, further the Jurisdictional Registrar of Companies has issued Notice of Striking off and Dissolution under sub section (5) of Section 248 of the Companies Act, 2013 and rule 9 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 in Form No. STK- 7 vide Notice No. STK-7/000149/2023 dated 25/11/2023 in which they have informed that the name of SEL Aviation Private Limited have been struck off on 25/11/2023 from the Register of the Companies and the said Company is dissolved.

SEL Aviation Private Limited, subsidiary of the company is in the business of Aviation services. The contribution of Subsidiaries in the overall performance is as given in Consolidated Financial Statements. Further the Report on financial position of subsidiaries and other details thereto during the year has been duly provided in prescribed Form AOC-1 as Annexure A to this report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard, are attached to and form part of the Annual Report.

6. CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. Detailed compliances with the provisions of the SEBI (LODR) Regulations, 2015 and Companies Act, 2013 for the year 2023-24 are given in Corporate Governance Report, which is attached and forms part of this report. The certificate of Chartered Accountant in Practice on compliance with corporate governance norms is also attached thereto.

7. DIVIDEND:

The directors have not recommended any dividend for the financial year 2023-24.

8. SHARE CAPITAL:

There was no change in the Capital structure of the Company during the year, Further, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

9. FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

10. SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial Standards.

11. DIRECTORS AND KMP:

The following changes occurred in the directorship of the company during the period under review:-

1. Mr. Dinesh Kumar Mehtani (DIN: 08909769), Director of the Company, retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. Details of appointment and terms are given in detail in the Notice/Annexure to Notice for the ensuing Annual General Meeting. The Board recommended his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

2. Mr. Sushil Kumar (DIN: 00126157), Independent Director of the company, resigned from the directorship of the company and accordingly he ceased to hold the office of director of the company with effect from 17 ^th April, 2023.

3. Mr. Anukool Bhatnagar (DIN: 09800892) was appointed as Nominee Director of the Company w.e.f 28^th April, 2023.

4. Mr. Ashwani Kumar Khanna (DIN: 01680456) was appointed as Additional Director (Independent Director) of the company w.e.f 23^rd May, 2023.

5. Ms. Aarti Sharma (ACS 68577) an associate member of the Institute of Company Secretaries of India was appointed as Company Secretary of the company w.e.f 01st June, 2023.

6. Mr. Ashwani Kumar Khanna (DIN: 01680456) was appointed as Director (Independent Director) of the company for a period of 5 years w.e.f 23^rd May, 2023.

7. Mr. Rajeev Bhalla (DIN: 00551773) was reappointed as the Managing Director of the company for a period of 3 years w.e.f 08^th April, 2024 in the Annual General Meeting of the company held on 22^nd August, 2023.

8. Mr. Naveen Arora (DIN: 09114375) was reappointed as the Whole-time Director of the company for a period of 3 years w.e.f 08^th April, 2024 in the Annual General Meeting of the company held on 22^nd August, 2023.

9. Mr. Vinod Kumar Goyal (DIN: 02751391) Chief Executive Officer (CEO) of the company, resigned from the post of Chief Executive Officer (CEO) and KMP of the Company w.e.f 20^th October, 2023.

10. Mr. Ashwani Kumar Khanna (DIN: 01680456) Independent Director of the company, resigned from the directorship of the company and accordingly he ceased to hold the office of director of the company w.e.f 07^th November, 2023.

11. Ms. Meghna Mahendra Savla (DIN: 09152133) was appointed as Additional Director (Independent Director) of the company w.e.f 08^th November, 2023.

12. Ms. Aarti Sharma (ACS 68577) Company Secretary-cum-Compliance Officer of the Company, resigned from the post of Company Secretary-cum-Compliance Officer of the Company w.e.f 30^th November, 2023.

13. Mr. Rajeev Bhalla (DIN: 00551773) Managing Director of the company was appointed as Chief executive officer (CEO) of the company w.e.f 09^th November, 2023.

14. Mr. Anukool Bhatnagar (DIN: 09800892) Nominee Director of the Company, resigned from the directorship of the company and accordingly he ceased to hold the office of director of the company w.e.f 15th January, 2024.

15. Mr. Rajiv Kumar Maheshwary (DIN: 07342702) Independent Director & Chairperson of the company, resigned from the directorship of the company and accordingly he ceased to hold the office of director of the company w.e.f 07th February, 2024.

16. Ms. Meghna Mahendra Savla (DIN: 09152133) Additional Director (Independent Director) of the company was designated as Chairperson of the company w.e.f 07th February, 2024.

The following changes occurred in the directorship of the company after the closure of financial year ending on 31^st March, 2024 but before signing of this report

1. Ms. Nidhi Aggarwal (DIN: 09149030) Independent Director of the company, resigned from the directorship of the company and accordingly she ceased to hold the office of director of the company w.e.f 14th May, 2024.

2. Ms. Meghna Mahendra Savla (DIN: 09152133) Independent Director & Chairperson of the company, resigned from the directorship of the company and accordingly she ceased to hold the office of director of the company w.e.f 14th May, 2024.

3. Mrs. Seema Singh (DIN: 10042852) was appointed as Additional Director (Independent Director) of the company w.e.f 22nd May, 2024.

4. Mr. Manjit Singh Kochar (DIN: 08298764) was appointed as Additional Director (Independent Director) of the company w.e.f 22nd May, 2024.

5. Mr. Manjit Singh Kochar (DIN: 08298764) was designated as chairperson of the company w.e.f 22nd May 2024.

Further, the Board of Directors have recommended -

1. Appointment of Mrs. Seema Singh (DIN: 10042852) as a Director (Independent Director) of the Company to hold office for a term upto five consecutive years commencing from 22^nd May, 2024.”

2. Appointment of Mr. Manjit Singh Kochar (DIN: 08298764) as a Director (Independent Director) of the Company to hold office for a term upto five consecutive years commencing from 22^nd May, 2024.”

12. LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further, the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) up to financial year 2024-25.

13. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the company at its Annual General Meeting held on 22^nd September, 2022, had appointed M/s Kamboj Malhotra & Associates, (Formerly Known as M/s Malhotra Manik & Associates), Chartered Accountants, Ludhiana, (Firm Registration No. 015848), as statutory auditors of the Company. The present term of M/s Kamboj Malhotra & Associates, as Statutory Auditors would expire till the conclusion of the Annual General Meeting of the Company to be held in the year 2027.

14. AUDITORS’ REPORT:

M/s Kamboj Malhotra & Associates, (Formerly Known as M/s Malhotra Manik & Associates), Chartered Accountants, Ludhiana, (Firm Registration No. 015848), have audited the financial statements of the

Company for the financial year ended March 31, 2024. The report of Auditors and notes on accounts are self-explanatory and do not call for any further comments as there are no adverse remarks/qualified opinion by the Auditors.

15. COST AUDITORS:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year and accordingly such accounts and records are made and maintained. The Board appointed M/s. Jatin Sharma & Co., Cost Accountants, as cost auditors of the Company for the financial year 2024-25 at a fee of INR 77,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report for the financial year ended March 31, 2024 would be filed with the Central Government.

16. BOARD MEETINGS:

During the year under review, the Board met Five (5) times and the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013. The details of Board Meeting are set out in Corporate Governance Report which forms part of this Annual Report.

17. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The meeting of Independent Directors of the Company for the financial year 2023-24 was held on 27^th July, 2023, to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole. The evaluation was done by way of discussions on the performance of the NonIndependent Directors, Chairperson and Board as a whole. A policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors has been formulated by the Company.

The Board of Directors has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy.

18. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION:

The Nomination & Remuneration Committee of the Company has formulated the ‘Nomination & Remuneration Policy’ on Director’s appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Nomination & Remuneration Policy is annexed hereto and forms part of this Report as Annexure E and is also available on the website of the Company at http://www.selindia.in/uploads/Policies-and-Codes/8-Remuneration-Policy.pdf

19. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 (“the Act”) that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

20. RISK MANAGEMENT:

The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management policy may be accessed on the Company’s website at http://www.selindia.in/uploads/Policies-and-Codes/17-Risk-Management-Policy.pdf.

21. LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.

22. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:

The Company went through Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy code (IBC), 2016, pursuant to an application filed before the Hon’ble National Company Law Tribunal, Chandigarh Bench (“NCLT”) by State Bank of India against SEL Manufacturing Company Limited (“Corporate Debtor”), under Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time (“Code”), The Hon’ble National Company Law Tribunal, Chandigarh Bench on February 10, 2021 had approved the Resolution plan submitted by Consortium of Arr Ess Industries Private Limited and Leading Edge Commercial FZE (“Consortium” or “Resolution Applicant”) in respect of SEL Manufacturing Company Limited (“Company”).

23. MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2023-24 and till the date of this report. ‘

24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in SEL through various interventions and practices. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2024, no complaints pertaining to sexual harassment were received.

25. RELEVANT EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under the provisions of the Companies Act, 2013, forms an integral part of Board Report. Form MGT-9 is available on the website of the Company and can be accessed at http://www.selindia.in/annual-retum.html.

26. SECRETARIAL AUDIT:

M/s Harshit Arora & Associates, Ludhiana (CP No. 14807), were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company for the financial year 2022-23 & 2023-24. The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2024. This Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure F.

27. RELATED PARTY TRANSACTION:

The Company has a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The said policy is available on Company’s website at weblink http://www.selindia.in/uploads/Policies-and-Codes/9-Policy-on-Related-Party-Transactions.pdf. Further, the Company has also formulated a policy for determining ‘material’ subsidiaries. The said policy is available on the Company’s website viz. www.selindia.in/policy.html. Details of transactions are also given in Annexure B to this report in form AOC 2.

28. VIGIL MECHANISM:

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company’s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company’s Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.selindia.in/policy.html.

29. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:

SEL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

30. FAMILIARISATION PROGRAM FOR DIRECTORS:

The Company provides an orientation and business overview to all its new Directors and Independent directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities.

The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The details of the familiarization program for Directors is available on the website of the Company viz. http://www.selindia.in/uploads/Policies-and-Codes/11-Familization-Programme-Policy.pdf

31. AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company presently comprises of the following members namely:

1) Mr. Manjit Singh Kochar

2) Mr. Dinesh Kumar Mehtani

3) Mrs. Seema Singh

Mr. Manjit Singh Kochar is the Chairman of the said committee.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure C to this report.

33. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure- D to this report and forms part of this report.

34. BUSINESS RESPONSIBILITY REPORT:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top 1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.

35. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:

a) In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2024 and of the profit/loss of the Company for the year ended on 31st March, 2024;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts/financial statements have been prepared on a going concern basis.

e) That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

36. CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the Company based on Annual Financial Statements. Accordingly, the Corporate Social Responsibility Committee was dissolved during the year. The same will be reconstituted as and when the same becomes applicable to the Company.

37. ACKNOWLEDGEMENT:

Your Directors express their gratitude to the Company’s vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

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Mar 31, 2018

The Directors have pleasure in presenting their 18th Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2018.

_FINANCIAL RESULTS_ (Rupees in Lacs)

			Current Year (2017-18)		Previous year (2016-17)
Revenue from Operations			98927.71		171287.12
Other Income			4900.63		8976.26
			103828.34		180263.38
Less :
Expenditure	126889.65			231642.07
Depreciation & Amortization	11163.56		138053.21	11408.91	243050.98
Profit/(loss)before
exceptional items and tax:		(34224.87)			(62787.60)
Exceptional Items		132495.53			22650.68
Profit/(Loss) before tax:		(166720.40)			(85438.28)
Less :
Taxes : Deferred Tax	49925.94			(29682.89)
Mat Credit Entitlement	5533.60	55459.54		---	(29682.89)
Profit/(Loss)from continuing operations		(222179.94)			(55755.39)
Profit/(Loss)from discontinuing operations		---
Profit/(Loss) for the period		(222179.94)			(55755.39)
Other Comprehensive Income
I) Item that will not be reclassified		395.14			32.80
to Profit or Loss
ii) Item that will be reclassified		(1836.05)			3804.62
to Profit or Loss
Total Comprehensive Income/(Loss) for the Period		(223620.85)			(51917.97)

BUSINESS

The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kind of Yarn with production facilities located at different parts of India.

State of Company''s affairs:

During the year under review, your company has achieved Revenue from Operations of Rs. 98927.71 lacs as compared to Rs. 171287.12 lacs in the previous year. After deducting Expenses and Exceptional Items there was Loss of Rs.166720.40 lacs as compared to Loss of Rs. 85438.28 lacs during the previous year. After providing for taxes and other adjustments, the current year loss stood at Rs. 222179.94 lacs as compared to loss of Rs. 55755.39 lacs during the previous year.

The Company followed an aggressive growth path and had considerably grown its balance sheet, including debt. Due to the industry situation in general viz. slowdown and company specific issues such as growing debt, delayed realization of debtors, working capital shortfall, delay in project completion and cash flow mismatch, which had adversely affected the liquidity position of the company, the company was facing financial problems and finding difficulty in servicing its debt obligation. Therefore, it approached the lenders for restructuring its debts under Corporate Debt Restructuring (CDR) mechanism. The Company''s proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vides Letter of Approval (LOA) dt. 30.06.2014.

However, the credit facilities envisaged and sanctioned under CDR package were not released by the lenders to the Company, which resulted in sub-optimum utilization of manufacturing facilities. Due to non-disbursement of funds the Company could not complete one of its spinning projects where substantial amount was already incurred. All this has led to adverse financial performance and erosion in net worth of the Company. Also the company has been facing cash flow mismatch and is not able to serve debt obligations as per the terms of CDR package sanctioned earlier. Due to financial constraints, the company has also started job work operations in some of its spinning plants.

Since, the Company was finding it difficult to serve its debt obligations, the Company has requested its lenders for a second/deep restructuring of its debts. Considering the state of art manufacturing facilities of the Company, most modernized technology, skilled labor force, professional management and inherent viability of the Company, the lenders had in-principle agreed for second/deep restructuring of the debts. Pending discussions with the lenders, State Bank of India in its capacity as financial creditor has filed a petition on 12th October, 2017 under "Insolvency and Bankruptcy Code, 2016" (IBC) with Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT). On 11th April, 2018, the NCLT vide it''s order of even date admitted the said petition and Corporate Insolvency Resolution Process (CIRP) has been initiated. Mr. Navneet Kumar Gupta having Registration No.IBBI/IPA-001/IP-P00001/2016-17/10009 was appointed as Interim Resolution Professional (IRP) vide order dt. 25th April, 2018 and the affairs, business and assets are being managed by the Interim Resolution Professional (IRP). The Company has preferred an appeal against the admission of petition and appointment of IRP with National Company Law Appellate Tribunal (NCLAT).

The Corporate Insolvency Resolution Process (CIRP) has since been kept in abeyance vide order dt. 22nd June, 2018 of Hon''ble High Court of Punjab & Haryana. Accordingly, the Company has prepared these financial statements on the basis of going concern assumption.

Due to non disbursement of credit facilities the Company had suffered operational losses as well as capital losses. Therefore, the Company has presented before the Adjudicating Authority counter claim & claim of set off against the banks.

Further, the majority of secured lenders have stopped charging interest on borrowings, since the accounts of the Company have been categorized as Non Performing Asset. Further the Corporate Insolvency Resolution Process had been initiated under "Insolvency and Bankruptcy Code, 2016". In view of the above, the Company has stopped providing interest accrued and unpaid effective 1st April, 2016 in its books

SUBSIDIARY COMPANY/FIRM(S):

As at 31.03.2018, the Company has the following Subsidiary Company(ies) namely SEL Aviation Pvt. Ltd., SEL Textiles Ltd., Silverline Corporation Ltd., and also a subsidiary firm namely M/s SE Exports.

The Annual Accounts/Financial Statements of the Subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. Further the Annual Accounts/Financial Statements of the subsidiary companies are kept for inspection by any shareholders in the head office i.e. the Registered Office of the holding company and of the subsidiary companies concerned.

Your company continue to hold 99% stake in the partnership firm namely M/s SE Exports.

SEL Textiles Ltd. is the wholly owned Subsidiary of the Company. SEL Textiles Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana) and a terry towel unit at Nawa Sheher Punjab, Spinning unit at Vill Punjava-Lambi, Tehsil Malout, Dist Sri Muktsar Sahib (Punjab). Further SEL Textiles Ltd., has a subsidiary company i.e. M/s Silverline Corporation Ltd.. SEL Aviation Pvt. Ltd., subsidiary of the company is in the business of Aviation services. The contribution of Subsidiaries in the overall performance is as given in Consolidated Financial Statements. Further the Report on financial position of subsidiaries alongwith names of companies which have ceased to be its subsidiaries, associate companies etc. during the year has been duly provided as an Attachment in prescribed Form AOC1.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report

DIVIDEND:

Due to the losses incurred in F.Y. 2017-18 and scarcity of funds, the directors have not recommended any dividend for the Financial year 2017-18.

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITY SHARES:

During the year, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

DIRECTORS & KMP:

Mr. Ram Saran Saluja, Director of the Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment. Further, the re-appointment of Mr. Neeraj Saluja, as Managing Director of the Company for a further period of 3 years is put for confirmation by the members of the Company in the ensuing Annual General Meeting. Further Mr. Amit Narang, Mr. Prem Kumar and Mr. Kanwalnain Singh Kang resigned from post of Director of the Company w.e.f. 28.07.2017, 05.10.2017 and 20.07.2017 respectively. Mr. Dhiraj Saluja, holding of office or place of profit/employment as "Chief Markeing Officer" (CMO) of the Company due to his vast experience in Marketing areas etc. is put up for approval of the Members. Details of his appointment and terms are given in detail in the Notice for the ensuing Annual General Meeting.

LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) upto financial year 2018-19. The GDRs of the company are listed on Luxembourg Stock Exchange.

AUDITORS:

M/s Malhotra Manik & Associates, Chartered Accountants, (Firm Registration No. 015848N) were appointed as Auditors of the Company for a term of five years.

AUDITORS'' REPORT:

A) With reference to the Auditors remarks regarding non provision of interest on NPA classified bank borrowings the Board would like to state that the Majority of Lenders have stopped charging interest on debts, since the dues from the Company have been categorized as Non Performing Asset. Further the Corporate Insolvency Resolution Process has been initiated under "Insolvency and Bankruptcy Code, 2016". In view of the above, the Company has stopped providing interest accrued and unpaid effective 1st April, 2016 in its books. The amount of such accrued and unpaid interest, calculated according to the CDR term, not provided for is estimated at Rs. 54,084 lakhs (Previous Year Rs. 35,901 lakhs) for the year ended 31st March, 2018 and the same has not been considered for preparation of the financial statements for the year ended 31st March 2018. Due to non provision of the interest expense, net loss for the year ended 31st March, 2018 is reduced by Rs. 54,084 lakhs. Further the Financial Liability is reduced by Rs. 89,985 lakhs and correspondingly the equity is increased by the same amount.

B) With reference to remark on Interest subsidy receivable the Board would like to state that the Subsidies are to be released by Ministry of Textiles and Madhya Pradesh Government and the Company is hopeful of receiving the same in full. Since, the subsidies are not related to current year, the same does not have any impact on current year''s profits/losses of the Company. However the reserves & surplus & current assets are overstated to the extent.

C) With reference to remark on Impairment testing the Board would like to state that the Company was implementing a Spinning project which got stuck due to non-disbursement of credit facilities by the Banks. However, post Corporate Insolvency Resolution Process (CIRP) the Company expects that the project would be completed. Therefore, impairment testing was not conducted.

D) With reference to remark on Write down of inventories of Raw materials etc, the Board would like to state that due to the liquidity stress, which the Company was facing from last five years, the Company has not been able to manufacture products as per requirements of the buyers or as per market demand. It has been manufacturing products to keep its production capacities working and as per availability of raw material. The Company has been procuring raw material from the sources where credit is available. All this had resulted in build-up of obsolete stock and slow moving stock which has been now written down to net realizable value.

E) With reference to remark on shortfall in the carrying value of the Security, the Board would like to state that the carrying value of the security has reduced due to writing down of inventories, impairment of advances, trade receivables etc. Further, inclusion of Corporate Guarantee in financial statement has increased the borrowings without corresponding increase in security value.

Further the report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no further adverse remarks/qualified opinion by the Auditors.

Further, regarding Auditors Emphasis of Matter in their Report the Board would like to state as under;

a) In respect of contingency related to "compensation payable in lieu of bank sacrifice" the outcome of which is materially uncertain and cannot be determined currently. Due to non disbursement of credit facilities the Company had suffered operational losses as well as capital losses. Therefore, the Company has presented before the Adjudicating Authority counter claim & claim of set off against the banks.

b) In respect of contingency related to export incentives obligation refundable in respect of allowance for foreign trade receivable, the amount of such obligation cannot be determined currently.

c) With reference to contingency related to Income Tax Demands raised by the Income Tax Authorities, the Company has filed the appeals against these additions before appropriate authorities and the Company is hopeful that it will get relief in appeal. Considering the facts of the matters, no provision is considered necessary by management with no additional tax liability.

d) With reference to the Auditors remarks regarding Non confirmation of debit/credit balances, the same were not confirmed by the respective parties despite the letters/mails in this regard been sent to them. However the management does not expect any material changes on account of such reconciliation/non-receipt of confirmation from parties

e) With reference to allowance in respect of Trade Receivable and impairment loss in respect of long outstanding Capital/Trade advances, the Company has duly complied with the applicable Accounting Standards in this regard. However, the management is of the view that the said receivables and outstanding Capital/Advances are fully recoverable/adjustable.

f)With reference to uncertainty regarding contracts yet to be executed, escalation costs etc. being a technical matter, it is not possible to comment on the total contingent capital commitment amount as the same cannot be measured with sufficient reliability.

Further with reference to material Uncertainty Related to going concern, the Lenders with the approval of CDR EG shall have the right to recompense the reliefs/sacrifices/waivers extended by respective CDR lenders as per the CDR guidelines. The recompense payable is contingent on various factors including improved performance of the Company and many other conditions, the outcome of which is currently materially uncertain.

However, the credit facilities envisaged and sanctioned under CDR package were not released by the lenders to the Company, which resulted in sub-optimum utilization of manufacturing facilities. Due to non-disbursement of funds the Company could not complete one of its spinning projects where substantial amount was already incurred. All this has led to adverse financial performance and erosion in net worth of the Company. Also the company has been facing cash flow mismatch and is not able to serve debt obligations as per the terms of CDR package sanctioned earlier.

Since, the Company was finding it difficult to serve its debt obligations, the Company has requested its lenders for a second/deep restructuring of its debts. Considering the state of art manufacturing facilities of the Company, most modernized technology, skilled labor force, professional management and inherent viability of the Company, the lenders had in-principle agreed for second/deep restructuring of the debts. Pending discussions with the lenders, State Bank of India in its capacity as financial creditor has filed a petition on 12th October, 2017 under "Insolvency and Bankruptcy Code, 2016" (IBC) with Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT). On 11th April, 2018, the NCLT vide it''s order of even date admitted the said petition and Corporate Insolvency Resolution Process (CIRP) has been initiated. Mr. Navneet Kumar Gupta having Registration No.IBBI/IPA-001/IP-P00001/2016-17/10009 was appointed as Interim Resolution Professional (IRP) vide order dt. 25th April, 2018 and the affairs, business and assets are being managed by the Interim Resolution Professional (IRP).The Company has preferred an appeal against the admission of petition and appointment of IRP with National Company Law Appellate Tribunal (NCLAT).

The Corporate Insolvency Resolution Process (CIRP) has since been kept in abeyance vide order dt. 22nd June, 2018 of Hon''ble High Court of Punjab & Haryana. Accordingly, the Company has prepared these financial statements on the basis of going concern assumption.

Due to non disbursement of credit facilities the Company had suffered operational losses as well as capital losses. Therefore, the Company has presented before the Adjudicating Authority counter claim & claim of set off against the banks.

Further with reference to Changes in Accounting Estimates and Errors, regarding disclosure of restated opening balances of assets, liabilities and equity for the earliest prior period presented, the Company has adopted Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors during the Financial year 2017-18., due to which the figures of previous F.Y. have been re-stated. Further with reference to quantitative details for certain items of fixed assets, there are some category of assets of such minute nature that it takes time to derive quantitative details of such kind of assets.

COST AUDITORS :

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. The Board appointed M/s. Jatin Sharma & Co., Cost Accountants, as cost auditors of the Company for the financial year 2018-19 at a fee of INR 77,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report for the financial year ended March 31, 2018 would be filed with the Central Government within prescribed timelines. The cost audit report for the financial year ended March 31, 2017 was filed on 07.10.2017 (due date being 25.10.2017).

Number of Board Meetings held during the year:

The Board met 13 times during the financial year 2017-18, the details of which are given in corporate governance section.

Annual Evaluation made by the Board of its own performance and that of its Committees and Individual Directors

The Board of Directors has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy. The Independent directors of the Company also review the performace of NonIndependent Directors and the Board.

Declaration by Independent Directors as required under Section 149(7) of the Companies Act, 2013

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

Development and implementation of a Risk Management Policy:

The main objective of Risk Management is risk reduction and avoidance as also identification of the risks faced by the business and optimize the risk management strategies. The Company has put in place a well-defined Risk Management framework for drawing up, implementing, monitoring and reviewing the Risk Management. It controls the risks through properly defined framework.

POLI CY ON DI RECTORS'' APPOI N TM EN T & REMUNERATION

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors including at least one woman Director. The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for appointment to the Board are interalia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company''s vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. In case of re-appointment of Independent Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level. The Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees.

LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of loans, guarantees and investments by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

State Bank of India in its capacity as financial creditor had filed a petition on 12th October, 2017 under "Insolvency and Bankruptcy Code, 2016" (IBC) with Hon''ble National Company Law Tribunal, Chandigarh Bench (NCLT). On 11th April, 2018, the NCLT vide it''s order of even date admitted the said petition and Corporate Insolvency Resolution Process (CIRP) has been initiated. Mr. Navneet Kumar Gupta having Registration No.IBBI/IPA-001/IP-P00001/2016-17/10009 was appointed as Interim Resolution Professional (IRP) vide order dt. 25th April, 2018 and the affairs, business and assets are being managed by the Interim Resolution Professional (IRP). The Hon''ble High Court of Punjab & Haryana vide order dated 01.05.2018 had directed that the Interim Resolution Professional (IRP) appointed by the Adjudicating Authority i.e. Hon''ble National Company Law Tribunal (NCLT), Chandigarh Bench, shall not take over management of the Company i.e. SEL Manufacturing Company Ltd. till 15.05.2018. Further the Hon''ble Supreme Court of India Vide order dated 11.05.2018 had extended the order dated 01.05.2018 passed by the Hon''ble High Court of Punjab & Haryana for another one week.

The Company has preferred an appeal against the admission of petition and appointment of IRP with National Company Law Appellate Tribunal (NCLAT). Further, the Corporate Insolvency Resolution Process (CIRP) has since been kept in abeyance vide order dt. 22nd June, 2018 of Hon''ble High Court of Punjab & Haryana. Accordingly, the Company has prepared financial statements on the basis of going concern assumption.

No other significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company''s operations in future.

MATERIAL CHANGES & COMMITMENTS

Apart from the Orders of NCLT and other Court(s) Orders and State of Company''s Affairs as stated earlier, no material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2017-18 and till the date of this report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in SEL through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2018, no complaints pertaining to sexual harassment were received.

RELEVANT EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return for the financial year 201718 under the Companies Act, 2013 is given in Annexure V to this report

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s P. Sharma & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed to this report as Annexure VI.

With reference to Secretarial Auditors comments regarding non appointment/replacement of new Independent Director(s) within the prescribed time, in place of Independent Director(s) who have resigned from the Board of the Company during the year, and also regarding not having alteast Half of the Board of Independent Directors as per the requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management has to state that the Company is looking for appointment of Independent Director to be appointed on the Board to fill the vacancy caused by the resignation of earlier Independent Director(s) from the Board of the Company. The Company in the current financial position is finding it difficult as person(s) are not showing interest to be appointed as Independent Director on the Board of the Company. Further, as per SEBI (LODR) Third Amendment Regulations, 2018 the provisions as specified in Regulation 17 etc. of the SEBI(LODR) Regulations, shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency code.

Further the "Secretarial Auditors" report is self explanatory and therefore does not require further comments and explanation.

RELATED PARTY TRANSACTIONS

The Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as per the provisions of the companies Act, 2013 and listing Agreement entered into with Stock Exchanges/SEBI(LODR) Regulations. The said policy is available on the Company''s website viz. www.selindia.in/policy.html

Further the Company has also formulated a policy for determining ''material'' subsidiaries. The said policy is available on the Company''s website vi z. www.selindia.in/policy.html. Details of transactions are also given in Annexure IV to this report in the prescribed form.

VIGIL MECHANISM

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company''s Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.selindia.in/policy.html

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

SEL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

FAMILIARISATION PROGRAM FOR DIRECTORS

The Company provides an orientation and business overview to all its new Directors and Independent directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities. The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and new initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The details of the familiarisation program for Directors is available on the website of the Company viz. www.selindia.in/policy.html

CHANGES IN CAPITAL STRUCTURE

During the year, there was no change in the Capital Structure of the Company.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company presently comprises of the following members namely Mr. Ashwani Kumar, Mr. Ranjan Madaan, Mrs. Paramjit Kaur and Mr. Navneet Gupta. Sh. Ashwani Kumar is the chairman of the said committee.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I to this report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-II to this report and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

The Directors confirm that:

" In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

" Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2018 and of the profit/loss of the Company for the year ended on 31st March, 2018;

" Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

" The annual accounts/financial statements have been prepared on a going concern basis.

" That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

“ Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as education, healthcare etc., in accordance with the provisions of the relative Act and rules made thereunder.

The Corporate Social Responsibility Committee consists of Sh. Ranjan Madaan (Chairman), Smt. Paramjit Kaur and Sh. Ram Saran Saluja. The Board of Directors on recommendation of the CSR Committee has formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, proactive engagement with the local communities and striving towards inclusive development. The CSR activities are focused on the following five broad themes with goals to improve overall socio economic indicators of Company''s area of operation:

- Promoting healthcare, sanitation and making safe drinking water available;

- Employment enhancement through training and vocational skill development;

- Income enhancement through farm based and other livelihood opportunities;

- Promoting education and sports; and Ensuring sustainable environment.

The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is given in Annexure III. The CSR policy of the Company is also placed on the website of the Company viz. www.selindia.in/policy.html

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company''s vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on Behalf of the Board

For SEL MANUFACTURING COMPANY LTD.

PLACE : LUDHIANA (RAM SARAN SALUJA)

DATED : 05.07.2018 CHAIRMAN

DIN: 01145051

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Mar 31, 2016

DIRECTORS'' REPORT

To

The Members

SEL Manufacturing Company Ltd.

The Directors have pleasure in presenting their 16th Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2016.

_FINANCIAL RESULTS_(Rupees in Lacs)

		Current Year (2015-16)	Previous year (2014-15)
Revenue from Operations		194773.45	232578.47
Other Income		11043.52	12262.43
		205816.97	244840.90
Less :
Expenditure	203105.60		228826.98
Provision for Depreciation	28450.25	231555.85	29327.22 258154.20
Profit/(loss)before
exceptional items and tax:		(25738.88)	(13313.30)
Exceptional Items		30060.93	--
Profit/(Loss) before tax:		(55799.81)	(13313.30)
Less :
Taxes : Deferred Tax	(15604.21)		(4445.50)
Earlier Yrs.	(0.14)	(15604.35)	197.68 (4247.82)
Profit/(Loss)after Tax		(40195.46)	(9065.48)
Balance brought forward		(2381.82)	6871.50
		(42577.28)	(2193.98)
Less: Transferred from General
Reserve		23200.00	-
Less: Carrying amount of fixed assets
debited to retained earnings where
remaining useful life of assets is
Nil as on 01.04.2014		--	187.84
Balance Carried over to Balance Sheet		(19377.28)	(2381.82)

BUSINESS:

The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kind of Yarn with production facilities located at Ludhiana and NawanSheher in Punjab, Baddi in Himachal Pradesh and Sehore in Madhya Pradesh.

State of Company''s affairs:

During the year under review, your company has achieved Revenue from Operations of Rs. 194773.45 lacs as compared to Rs. 232578.47 lacs in the previous year. After deducting Expenses and Exceptional Items there was Loss of Rs. 55799.81 lacs as compared to Loss of Rs. 13313.30 lacs during the previous year. After providing for taxes and other adjustments, the current year loss stood at Rs. 40195.46 lacs as compared to loss of Rs. 9065.48 lacs during the previous year.

SUBSIDIARY COMPANY/FIRM(S):

As at 31.03.2016, the Company has the following Subsidiary Company(ies) namely SEL Aviation Pvt. Ltd., SEL Textiles Corporation, SEL Textiles Ltd., Silverline Corporation Ltd., and also a subsidiary firm namely M/s SE Exports. The Company has its branch office at United Arab Emirates.

The Annual Accounts of the Subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

Further the Annual Accounts of the subsidiary companies are kept for inspection by any shareholders in the head office i.e. the Registered Office of the holding company and of the subsidiary companies concerned.

Your company continue to hold 99% stake in the partnership firm namely M/s SE Exports.

SEL Textiles Ltd. is the wholly owned Subsidiary of the Company. SEL Textiles Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana) and a terry towel unit at Nawa Sheher Punjab, Spinning unit at Vill Punjava-Lambi, Tehsil Malout, Dist Sri Muktsar Sahib (Punjab). Further SEL Textiles Ltd., has a subsidiary company i.e. M/s Silverline Corporation Ltd.. SEL Aviation Pvt. Ltd., subsidiary of the company is in the business of Aviation services. SEL Textiles Corporation is the wholly owned subsidiary of the Company in the state of California, USA. The contribution of Subsidiaries in the overall performance is as given in Consolidated Financial Statements. Further the Report on financial position of subsidiaries along with names of companies which have ceased to be its subsidiaries, associate companies etc. during the year has been duly provided as an Attachment in prescribed Form AOC1.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report

DIVIDEND:

Due to the losses incurred in F.Y. 2015-16 and in order to conserve resources for future growth/needs, the directors have not recommended any dividend for the Financial year 2015-16.

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITY SHARES:

During the year, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

DIRECTORS & KMP:

Mr. Joginder Kumar Gupta was appointed as a Nominee Director on the Board w.e.f 18.03.2016. Further, the reappointment of Mr. Vinod Kumar Goyal, as Executive Director and Mr. Dhiraj Saluja, as Jt. Managing Director of the Company for a further period of 3 years is put for confirmation by the members of the Company in the ensuing Annual General Meeting. Further Mr. Dhiraj Saluja, Director of the

Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) upto financial year 2016-17. The GDRs of the company are listed on Luxembourg Stock Exchange.

AUDITORS:

M/s Dass Khanna & Co., Chartered Accountants, Ludhiana, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS'' REPORT:

The report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no adverse remarks by the Auditors.

Further, regarding Auditors Emphasis of Matter in their Report the Board would like to state as under;

a) With reference to the Auditors remarks regarding Non confirmation of debit/credit balances, the same were not confirmed by the respective parties despite the letters/mails in this regard been sent to them. However the management does not expect any material changes on account of such reconciliation/non-receipt of confirmation from parties.

b) For no provision in respect of Trade Receivables outstanding for more than 180 days, the management is of the view that the said receivables are recoverable and as such no provision is required to be made thereof.

c) The management is of the view that the company is an operative company and will be able to meet its obligations to lenders and as such the financial statements have been prepared on a going concern basis.

d) Deferred tax Asset and MAT Credit Entitlement have been recognized considering virtual certainty that sufficient taxable income will be available during specified period against which such can be adjusted.

e) The recoverable amount of assets within the meaning of "Impairment of Assets" is more than their carrying value and as such no amount needs to be recognized in the financial statement for impairment losses.

f) The level of inventories is high due to lesser demand and overall recession in the global market.

g) The Income Tax Authorities carried out serarch & seizure action u/s 132(1) of the Income Tax Act, 1961 on the Company. The Consequential Assessment proceedings are in progress. Pending these proceedings, no provision has been made in the boooks for additional liability (amount presently not ascertainable) for tax, interest and penalty, if any.

h) Contingency related to "compensation payable in lieu of bank sacrifice" the outcome of which is materially uncertain and cannot be determined currently.

COST AUDITORS:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. The Board appointed M/s. Jatin Sharma & Co., Cost Accountants, as cost auditors of the Company for the financial year 2016-17 at a fee of INR 77,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report would be filed with the Central Government within prescribed timelines.

Number of Board Meetings held during the year:

The Board met 6 times during the financial year 2015-16, the details of which are given in corporate governance section.

Annual Evaluation made by the Board of its own performance and that of its Committees and Individual Directors

The Board of Directors has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy. The Independent directors of the Company also review the performace of NonIndependent Directors and the Board.

Declaration by Independent Directors as required under Section 149(7) of the Companies Act, 2013

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

Development and implementation of a Risk Management Policy: The main objective of Risk Management is risk reduction and avoidance as also identification of the risks faced by the business and optimize the risk management strategies. The Company has put in place a well-defined Risk Management framework for drawing up, implementing, monitoring and reviewing the Risk Management. It controls the risks through properly defined framework.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

The Company strives to maintaining appropriate combination of executive, non-executive and independent Directors including at least one woman Director. The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for appointment to the Board are interlaid evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company''s vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, listing agreement and other applicable regulations or guidelines. In case of re-appointment of Independent Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level. The Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees.

LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY

Details of loans, guarantees and investments by the Company to other body corporate or persons are given in Financial Statements/Notes to the financial statements.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company''s operations in future.

MATERIAL CHANGES &COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2015-16 and till the date of this report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in SEL through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2016, no complaints pertaining to sexual harassment were received.

RELEVANT EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return for the financial year 201516 under the Companies Act, 2013 is given in Annexure V to this report

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the

Company appointed M/s P. Sharma & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed to this report as Annexure VI. Secretarial Auditors'' report is self explanatory and therefore does not require further comments and explanation.

RELATED PARTY TRANSACTIONS

The Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as per the provisions of the companies Act, 2013 and listing Agreement entered into with Stock Exchanges. The said policy is available on the Company''s website viz. www.selindia.in/policy.html

Further the Company has also formulated a policy for determining ''material'' subsidiaries. The said policy is available on the Company''s website viz. www. selindia.in/policy.html. Details of transactions are also given in Annexure IV to this report in the prescribed form.

VIGIL MECHANISM

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company''s Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.selindia.in/policy.html

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

SEL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

FAMILIARISATION PROGRAM FOR DIRECTORS

The Company provides an orientation and business overview to all its new Directors and Independent directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities.

The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and new initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The details of the familiarization program for Directors is available on the website of the Company viz. www.selindia.in/policy.html

CHANGES IN CAPITAL STRUCTURE

During the year, there was no change in the Capital Structure of the Company.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company presently comprises of the following members namely Mr. Ashwani Kumar, Mr. Ranjan Madaan, Mr. Amit Narang and Mr. Navneet Gupta. Sh. Ashwani Kumar is the chairman of the said committee.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-II to this report and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013.

The Directors confirm that

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2016 and of the profit/loss of the Company for the year ended on 31st March, 2016;

Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as education, healthcare etc., in accordance with the provisions of the relative Act and rules made there under.

The Corporate Social Responsibility Committee consists of Sh. Amit Narang (Chairman), Sh. Ram Saran Saluja and Sh. Ranjan Madaan. The Board of Directors on recommendation of the CSR Committee has formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, proactive engagement with the local communities and striving towards inclusive development. The CSR activities are focused on the following five broad themes with goals to improve overall socioeconomic indicators of Company''s area of operation

Promoting healthcare, sanitation and making safe drinking water available;

Employment enhancement through training and vocational skill development;

Income enhancement through farm based and other livelihood opportunities;

Promoting education and sports; and

Ensuring sustainable environment.

The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is given in Annexure III. The CSR policy of the Company is also placed on the website of the Company viz. www.selindia.in/policy.html

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company''s vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on Behalf of the Board

For SEL MANUFACTURING COMPANY LTD.

PLACE : LUDHIANA (RAM SARAN SALUJA)

DATED : 13.08.2016 CHAIRMAN

DIN: 01145051

---

Mar 31, 2015

The Directors have pleasure in presenting their 15th Annual Report on the affairs of the company together with Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rupees in Lacs)

Current Year Previous year

(2014-15) (2013-14)

Revenue from Operations 232578.47 295603.95 Other Income 12262.43 9012.18

244840.90 304616.13

Less :

Expenditure 228826.98 305265.05

29327.22 21243.11 Provision for Depreciation 258154.20 326508.16

Profit/(Loss) before except- ional items and Tax: (13313.30) (21892.03)

Exceptional items - 18094.31

Profit/(Loss) before Tax (13313.30) (39986.34)

Less :

Taxes : Deferred Tax (4445.50) (15127.80)

Earlier Yrs 197.68 (4247.82) 684.36 (14443.44)

Profit/(Loss)

after Tax (9065.48) (25542.90) Balance brought forward 6871.50 32414.40

(2193.98) 6871.50 Less: Transferred to General Reserve - -

Less: Carrying amount of fixed assets debited to retained earningswhere remaining useful life of assets isNil as on 01.04.2014 187.84 --

Balance Carried over to Balance Sheet (2381.82) 6871.50

BUSINESS:

The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kind of Yarn with production facilities located at Ludhiana and NawanSheher in Punjab, Baddi in Himachal Pradesh and Sehore in Madhya Pradesh.

STATE OF COMPANY'S AFFAIRS:

During the year under review, your company has achieved Revenue from Operations of Rs. 232578.47 lacs as compared to Rs. 295603.95 lacs in the previous year. After deducting Expenses and Exceptional Items there was Loss of Rs. 13313.30 lacs as compared to Loss of Rs. 39986.33 lacs during the previous year. After providing for taxes and other adjustments, the current year loss stood at Rs. 9065.48 lacs as compared to loss of Rs. 25542.90 lacs during the previous year.

SUBSIDIARY COMPANY/FIRM(S):

As at 31.03.2015, the Company has the following Subsidiary Company(ies) namely SEL Aviation Pvt. Ltd., SEL Textiles Corporation, Omega Hotels Ltd., SEL Textiles Ltd., Silver line Corporation Ltd., and also a subsidiary firm namely M/s SE Exports. The Company has its branch office at United Arab Emirates.

The Annual Accounts of the Subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

Further the Annual Accounts of the subsidiary companies are kept for inspection by any shareholders in the head office i.e. the Registered Office of the holding company and of the subsidiary companies concerned.

Your company continue to hold 99% stake in the partnership firm namely M/s SE Exports.

SEL Textiles Ltd. is the wholly owned Subsidiary of the Company. SEL Textiles Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana) and a terry towel unit at Nawa Sheher, Punjab, Spinning unit at Vill Punjava-Lambi, Tehsil Malout, Dist Sri Muktsar Sahib (Punjab). Further SEL Textiles Ltd., has a subsidiary company i.e. M/s Silverline Corporation Ltd.. SEL Aviation Pvt. Ltd., subsidiary of the company is in the business of Aviation services. SEL Textiles Corporation is the wholly owned subsidiary of the Company in the state of California, USA. Omega Hotels ltd. proposes to commence a hotel project at Agra in Uttar Pradesh. Further the Report on financial position of subsidiaries along with names of companies which have ceased to be its subsidiaries, associate companies etc. during the year has been duly provided as an Attachment in prescribed Form AOC1.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report

DIVIDEND:

Due to the losses incurred in F.Y. 2014-15 and in order to conserve resources for future growth/needs, the directors have not recommended any dividend for the Financial year 2014-15.

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EUITY SHARES:

During the year, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

DIRECTORS & KMP:

Ms. Paramjit Kaur was duly appointed as an Additional Director on the Board w.e.f. 31.03.2015. Further the appointment of Mr. Ashwani Kumar, Mr. Amit Narang, Mr. Ranjan Madaan, Mr. Prem Kumar and Mr. Kanwalnain Singh Kang, as Independent Director(s) on the Board of the Company for a period of five years, was duly approved by the members in the last Geeral Meeting held. Pursuant to Section 149 of the Companies Act, 2013, the Board recommends the appointment of Ms. Paramjit Kaur, as an Independent Director of the Company, not liable to retire by rotation for a period of five years, subject to the approval of the Members of the Company. The re-appointment of Mr. Neeraj Saluja, as Managing Director of the Company for a further period of 3 years is put for confirmation by the members of the Company in the ensuing Annual General Meeting. Further Mr. Navneet Gupta, Director of the Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) up to financial year 2015-16. The GDRs of the company are listed on Luxembourg Stock Exchange.

AUDITORS:

M/s Dass Khanna & Co., Chartered Accountants, Ludhiana, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS' REPORT:

Regarding Auditors Emphasis of Matter in their Report the Board comments as under;

a) During the Year under Audit, the Income Tax Authorities carried out serarch & seizure action u/s 132(1) of the Income Tax Act, 1961 on the Company, its promoters and some other companies/entities. The Consequential Assessment proceedings are in progress. Pending these proceedings, no provision has been made in the boooks for additional liability (amount presently not ascertainable) for tax, interest and penalty, if any.

b) The matter is self explanatory as during the year, the Company's proposal for restructuring of its debts was approved by Corporate Debt Restructuring Cell ("CDR Cell") vide Letter of Approval (LOA) dt. 30.06.2014. The cut-off date (COD) for implementation of CDR was 30th September, 2013.The Company executed Master Restructuring Agreement (MRA) with CDR Lenders on 24th September, 2014.The details of the Restructuring package as approved by CDR cell are duly provided IN Notes to Financial Statements.

Further the report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no adverse remarks by the Auditors.

COST AUDITORS:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. The Board appointed M/s. Jatin Sharma & Co., Cost accountants, as cost auditors of the Company for the financial year 2015-16 at a fee of INR 77,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report would be filed with the Central Government within prescribed timelines.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

The Board met 12 times during the financial year 2014-15, the details of which are given in corporate governance section.

ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has evaluated the performance of the Board, its Committees and the Individual Directors as per the Nomination and Remuneration Policy. The Independent directors of the Company also review the performance of Non- Independent Directors and the Board.

DECLARATION BY INDEPENDENT DIRECTORS AS REQUIRED UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013:

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The main objective of Risk Management is risk reduction and avoidance as also identification of the risks faced by the business and optimize the risk management strategies. The Company has put in place a well-defined Risk Management framework for drawing up, implementing, monitoring and reviewing the Risk Management. It controls the risks through properly defined framework.

POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors including at least one woman Director. The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for appointment to the Board are interlaid evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values;

prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, listing agreement and other applicable regulations or guidelines. In case of re-appointment of Independent Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level. During the year under review, the Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees

LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments by the Company to other body corporate or persons are given in Financial Statements/Notes to the financial statements.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future.

MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in SEL through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2015, no complaints pertaining to sexual harassment were received.

RELEVANT EXTRACT OF THE ANNUAL RETURN:

Relevant extract of annual return for the financial year 2014- 15 under the Companies Act, 2013 is given in Annexure V to this report

SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s P. Sharma & Co., Company

Secretaries in practice, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed to this report as Annexure VI. Secretarial Auditors' report is self explanatory and therefore does not require further comments and explanation.

RELATED PARTY TRANSACTIONS:

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require approval as perthe provisions of the companies Act, 2013 and listing Agreement entered into with Stock Exchanges. The said policy is available on the Company's website viz. www.selindia.in/oolicv.html Further the Company has also formulated a policy for determining 'material' subsidiaries. The said policy is available on the Company's website viz www.selindia.in/policv.html Details of transactions are also given in Annexure IV to this report in the prescribed form.

VIGIL MECHANISM:

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company's Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company Viz. www.selindia.in/policv.html

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

SEL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies. FAMILIARISATION PROGRAM FOR DIRECTORS: The Company provides an orientation and business overview to all its new Directors and Independent directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and new initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The details of the familiarisation program for Directors is available on the website of the Company viz. www.selindia.in/Dolicyhtmi

CHANGES IN CAPITAL STRUCTURE:

During the year, the Company issued 6,97,10,000 (Six Crore Ninety Seven Lakh and Ten Thousand Only) 1% Non- Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 10/- (Rs. Ten) each to the Promoters of the company.

AUDIT COMMITTEE:

the Board has constituted its Audit Committee pursuant to the provisions qf Section 177 of the Companies Act, 2013 and provisions of the Listing Agreement(s) of the Stock Exchange(s). The Audit Committee of the Company presently comprises of the following members namely Mr. * Ashwani Kumar, Mr. Ranjan Madaan, Mr. Amit Narang and Mr. Navneet Gupta. Sh. Ashwani Kumar is the chairman of the said committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-I forming part of this report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-ll to this report and forms part of this report.

DIRECTORS'RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:

-In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Appropriate accounting policies have been selected and applied consistently and have 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 as at 31 st March, 2015 and of the profit/loss of the Company for the year ended on 31 st March, 2015;

- Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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.

- That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as education, healthcare etc. in accordance with the provisions of the relative Act and rules made there under.

The Corporate Social Responsibility Committee consists of Sh. Amit Narang (Chairman), Sh. Ram Saran Saluja and Sh. Ranjan Madaan. During the year under review, the Board of Directors on recommendation of the CSR Committee has formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, proactive engagement with the local communities and striving towards inclusive development. The CSR activities are focused on the following five broad themes with goals to improve overall socioeconomic indicators of Company's area of operation:

-Promoting healthcare, sanitation and making safe drinking water available;

- Employment enhancement through' training and vocational skill development;

- Income enhancement through farm based and other livelihood opportunities;

- Promoting education and sports; and

- Ensuring sustainable environment.

The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is given in Annexure III. The CSR policy of the Company is also placed on the website of the Company viz. www.selindia.in/policy.htmi ACKNOWLEDGEMENTS:

Your Directors express thief gratitude to the Company's vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on Behalf of the Board For SEL MANUFACTURING COMPANY LTD.

PLACE :LUDHIANA

(RAM SARAN SALUJA)

DATED: 13.08.2015 CHAIRMAN

DIN: 01145051

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 14th Annual Report on the affairs of the company together with Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS (Rupees in Lacs) Current Previous Year year (2013-14) (2012-13)

Revenue from Operations 295603.95 315421.69 Other Income 9012.18 17198.82

304616.13 332620.51 Less :

Expenditure 305265.05 302252.64 Provision for Depreciation 21243.11 326508.16 13559.26 315811.90

Profit/(Loss) (21892.03) 16808.61 before exceptional 18094.31 items and Tax: Exceptional items

Profit/(Loss) (39986.34) 16808.61 before Tax Less : Taxes : Current Tax - 3287.00

Deferred Tax (15127.80) 5496.19

MAT Credit Entit. - (2957.60)

Earlier Yrs 684.36 (14443.44) 339.52 6165.11

Profit/(Loss) (25542.90) 10643.50 after Tax Balance brought forward 32414.40 31770.90 6871.50 42414.40

Less: Transferred to General Reserve - 10000.00

Balance Carried over to Balance Sheet 6871.50 32414.40

BUSINESS:

The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kind of Yarn with production facilities located at Ludhiana and NawanSheher in Punjab, Baddi in Himachal Pradesh and Sehore in Madhya Pradesh.

OPERATIONS:

During the year under review, your company has achieved Revenue from Operations of Rs. 295603.95 lacs as compared to Rs. 315421.69 lacs in the previous year. After deducting Expenses and Exceptional Items there was Loss of Rs. 39986.33 lacs as compared to profit before tax Rs. 16808.61 lacs during the previous year. After providing for taxes and other adjustments, the current year loss stood at Rs. 25542.90 lacs as compared to Profit after tax of Rs. 10643.50 lacs during the previous year.

SUBSIDIARY COMPANY/FIRM(S):

As at 31.03.2014, the Company has the following Subsidiary Company(ies) namely SEL Aviation Pvt. Ltd., SEL Textiles Corporation, SEL Textiles Ltd., Silverline Corporation Ltd., SEL Textiles Overseas Ltd., and also a subsidiary firm namely M/s SE Exports. The Company has its branch office at United Arab Emirates.

The Annual Accounts of the Subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

Further the Annual Accounts of the subsidiary companies are kept for inspection by any shareholders in the head office i.e. the Registered Office of the holding company and of the subsidiary companies concerned.

Your company continue to hold 99% stake in the partnership firm namely M/s SE Exports.

SEL Textiles Ltd. is the wholly owned Subsidiary of the Company. SEL Textiles Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana) and a terry towel unit at Nawa Sheher, Punjab alongwith a project under installation at Vill Punjava-Lambi, Tehsil Malout, Dist Sri Muktsar Sahib (Punjab). Further SEL Textiles Ltd., has two subsidiary companies i.e. M/s Silverline Corporation Ltd., in India and M/s SEL Textiles Overseas Ltd. in Hong Kong. SEL Aviation Pvt. Ltd., subsidiary of the company is in the business of Aviation services. SEL Textiles Corporation is the wholly owned subsidiary of the Company in the state of California, USA.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report

DIVIDEND:

Due to the losses incurred in F.Y. 2013-14 and in order to conserve resources for future growth/needs, the directors have not recommended any dividend for the Financial year 2013-14.

CORPORATE DEBT RESTRUCTURING

During the year under review the Company had made a reference to Corporate Debt Restructuring (CDR) Cell for restructuring its debts in view of difficult financial situation. The CDR Empowered Group, at its meeting held on 28th June, 2014, has approved the CDR Package.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS:

Pursuant to Section 149 of the Companies Act, 2013, the Board recommends the appointment of Mr. Ashwani Kumar, Mr. Amit Narang, Mr. Ranjan Madaan, Mr. Prem Kumar and Mr. Kanwalnain Singh Kang as Independent Directors of the Compay, not liable to retire by rotation for a period of five years, subject to the approval of the Members of the Company. Further Mr. Ram Saran Saluja, Director of the Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) upto financial year 2014-15. The GDRs of the company are listed on Luxembourg Stock Exchange.

AUDITORS:

M/s Dass Khanna & Co., Chartered Accountants, Ludhiana, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS'' REPORT:

Regarding Auditors Emphasis of Matter in their Report the Board comments as under;

a) During the Year under Audit, the Income Tax Authorities carried out serarch & seizure action u/s 132(1) of the Income Tax Act, 1961 on the Company, its promoters and some other companies/entities. The Consequential Assessment proceedings are in progress. Pending these proceedings, no provision has been made in the boooks for additional liability (amount presently not ascertainable) for tax, interest and penalty, if any.

b) The Company has initiated the process of identifying non-moving, slow moving, obsolete and damaged inventory in finished goods during the year, which was concluded at the close of the year. The Company has recognized an aggregate amount of Rs.180.94 crores as reduction in value of inventories due to write down thereof to net realizable value, which is charged to Profit & Loss Statement as an exceptional item.

Further the report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no adverse remarks by the Auditors.

COST AUDITORS:

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the rules made thereunder, the Company has been carrying out an audit of its cost records. The Company had appointed M/s R.R. & Co., Cost Accountants, Ludhiana to conduct the Cost Audit. The cost audit report for the financial year ended March 31, 2013 was filed with the Ministry of Corporate Affairs on 26.12.2013.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 (Section 177 of the Companies Act, 2013) and provisions of the Listing Agreement(s) of the Stock Exchange(s).

The Audit Committee of the Company presently comprises of the following members namely Mr. Ashwani Kumar, Mr. Ranjan Madaan, Mr. Amit Narang and Mr. Navneet Gupta. Sh. Ashwani Kumar is the chairman of the said committee.

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

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this report.

PARTICULARS OF EMPLOYEES:

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 are set out in a separate statement attached hereto and marked as Annexure-ll and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm that:

* In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2014 and of the profit/loss of the Company for the year ended on 31st March, 2014;

* Proper and sufficient care has been taken for 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 irregulariti* The annual accounts have been prepared on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as eduction, healthcare etc. in accordance with the provisons of the relative Act and rules made thereunder.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company''s vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on Behalf of the Board For SEL MANUFACTURING COMPANY LTD.

PLACE: LUDHIANA (RAM SARAN SALUJA) DATED : 29.08.2014 CHAIRMAN

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Mar 31, 2013

To The Members of SEL Manufacturing Company Ltd.

The Directors have pleasure in presenting their 13th Annual Report on the affairs of the company together with Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS (Rupees in Lacs)

Current Year Previous year (2012-13) (2011-12)

Revenue from Operations 315421.69 203834.24

Other Income 17198.82 9627.90

332620.51 213462.14

Less :

Expenditure 302247.14 195164.01

Provision for Depreciation 13559.26 315806.40 7507.34 202671.35

Profit before taxation: 16814.11 10790.79

Less :

Taxes : Current Tax 3287.00 2089.00

Deferred Tax 5496.19 3390.31

MAT Credit Entit. (2957.60) (1873.81)

Wealth Tax 5.50 2.00

Earlier Yrs 339.52 6170.61 0.00 3607.50

Profit after Tax 10643.50 7183.29

Balance brought forward 31770.90 30903.52

42414.40 38086.81

Less: Previous year Tax Adjustments 0.00 1317.91

Less: Transferred to General Reserve 10000.00 4998.00

Balance Carried over to Balance Sheet 32414.40 31770.90

BUSINESS:

The Company is vertically integrated multi-product textile company, manufacturing various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kind of Yarn with production facilities located at Ludhiana and NawanSheher in Punjab, Baddi in Himachal Pradesh and Sehore in Madhya Pradesh.

We are expanding our existing capacities in spinning/knitting. The Company is setting up a new project in the state of Madhya Pradesh consisting of spinning unit with a capacity of 571,200 spindles, out of which 326,400 spindles have already been installed. The said spinning facility is the largest under one roof in India. Further, the Company also proposes to set up Knitted Fabric/ Cloth capacity of 72,000 TPA out of which 28,000 TPA is already installed. The Company has also set up Open end spinning with capacity of4,440 Rotors.

OPERATIONS:

During the year under review, your company has achieved Revenue from Operations of Rs. 315421.69 lacs as compared to Rs. 203834.24 lacs in the previous year. The profit before tax stood at Rs. 16814.11 lacs as compared to Rs. 10790.79 lacs during the previous year. After providing for taxes and other adjustments, the Profit after tax stood at Rs. 10643.50 lacs as compared to Rs. 7183.29 lacs during the previous year.

SUBSIDIARY COMPANY/FIRM(S):

As at 31.03.2013, the Company has the following Subsidiary Company(ies) namely Omega Hotels Ltd., SEL Aviation Pvt. Ltd., SEL Textiles Corporation, SEL Ecochem Pvt. Ltd., SEL Textiles Ltd., Silverline Corporation Ltd., SEL Textiles Overseas Ltd., and also a subsidiary firm namely M/s SE Exports. The Company has its branch office at United Arab Emirates.

The Annual Accounts of the Subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

Further the Annual Accounts of the subsidiary companies are kept for inspection by any shareholders in the head office i.e. the Registered Office of the holding company and of the subsidiary companies concerned.

Your company continue to hold 99% stake in the partnership firm namely M/s SE Exports.

SEL Textiles Ltd. is the wholly owned Subsidiary of the Company. SEL Textiles Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana) and a terry towel unit at Nawa Sheher, Punjab.

SEL Textiles Ltd. is also setting up a project with spinning capacity of 188160 spindles, denim fabric manufacturing capacity of 40 million meters per annum and around 8 million pieces of denim garments per annum at Vill Punjava-Lambi, Tehsil Malout, Dist Sri Muktsar Sahib (Punjab). The unit has already commenced commercial operations with installation of 65,280 spindles. Further SEL Textiles Ltd., has two subsidiary companies i.e. M/s Silverline Corporation Ltd., in India and M/s SEL Textiles Overseas Ltd. in Hong Kong.

Omega Hotels Ltd., subsidiary of the company is presently implementing a hotel project at Agra in the Sate of Uttar Pradesh.

SEL Aviation Pvt. Ltd., subsidiary of the company is in the business of aviation services and holds a Non-Scheduled Operator''s permit under the Director General of Civil Aviation Rules and Regulations.

SEL Textiles Corporation is the wholly owned subsidiary of the Company in the state of California, USA.

SEL Ecochem Pvt. Ltd., is subsidiary of the Company in India which proposes to commence business of chemicals, acids, etc.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.

DIVIDEND:

In order to conserve resources for future growth and the expansion projects of the company the directors have not recommended any dividend for the Financial year 2012-13.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS:

Mr. Navneet Gupta, Mr. Vinod Kumar Goyal and Mr. Prem Kumar, Directors'' of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

Further the re-appointment of Mr. Vinod Kumar Goyal and Mr. Navneet Gupta as Executive Director(s) of the Company for a further period of three years each respectively is also to be confirmed.

LISTING WITH EXCHANGES AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) upto financial year 2013-14. The GDRs of the company are listed on Luxembourg Stock Exchange.

AUDITORS:

M/s Dass Khanna & Co., Chartered Accountants, Ludhiana, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS'' REPORT:

The report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no adverse remarks by the Auditors.

COST AUDITORS:

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the rules made thereunder, the Company''s Cost Records for the year ended March 31, 2013 are being audited/reviewed by Cost auditors, M/s R.R. & Co., Cost Accountants, Ludhiana. The cost audit report for the financial year ended March 31, 2013 is to be filed within 180 days from the close of the financial year.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement(s) of the Stock Exchange(s).

The Audit Committee of the Company presently comprises of the following members namely Mr. Ashwani Kumar, Mr. Ranjan Madaan, Mr. Amit Narang and Mr. Navneet Gupta. Sh. Ashwani Kumar is the chairman of the said committee.

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

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this report.

PARTICULARS OF EMPLOYEES:

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 are set out in a separate statement attached hereto and marked as Annexure-II and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2013 and of the profit of the Company for the year ended on 31st March, 2013;

- Proper and sufficient care has been taken for 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;

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

ACKNOWLEDGMENTS:

Your Directors express their gratitude to the Company''s vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on Behalf of the Board

For SEL MANUFACTURING COMPANY LTD.

PLACE : LUDHIANA (RAM SARAN SALUJA)

DATED : 24.08.2013 CHAIRMAN

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Mar 31, 2011

The Directors have pleasure in presenting their 11th Annual Report on the affairs of the company together with Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS :

(Rs.in Lacs) Current Year Previous Year (2010-11) (2009-10)

Operating Income

Gross Sales 158327.91 94221.62

Net Sales 158321.55 94221.62

Other Income 2454.39 3949.79

160775.94 98171.41

Less :

Expenditure 140276.90 85789.39

Provision for 5574.88 145851.78 3143.13 88932.52 Depreciation

Profit before taxation 14924.16 9238.89

Less :

Taxes :Current Tax 2979.00 1600.00

Deferred Tax 2899.86 987.58

Fringe Benefit Tax - -

MAT Credit Entit. (996.09) (39.46)

Wealth Tax 2.25 4885.02 2.25 2550.37

Profit after Tax 10039.14 6688.52

Balance brought forward 23285.76 19595.85

33324.90 26284.37

Add: Previous year Tax Adjustments 78.62 (498.61)

Less: Transferred to General Reserve 2500.00 2500.00

Balance Carried over to Balance Sheet 30903.52 23285.76



BUSINESS

The Company is vertically integrated multi-product textile company, manufacturing and exporting various kinds of Knitted Garments, Terry Towels, Knitted & Processed Fabric and various kinds of Yarn with production facilities located at Ludhiana and Nawansheher in Punjab and Baddi in Himachal Pradesh and upcoming unit in the state of Madhya Pradesh.

Our Business Strategy

Our principal operating strategies are to:

- Foray into value added yarns like slub fancy yarn, Dyed yarns, Bamboo cotton, Organic cotton, Millanges etc

- Expand our garment capacity to cater to more diverse export markets.

- To become an integrated player in the textile market catering in all segments from carded and combed yarn, knitting fabrics, knitted garments and terry towels.

- Reduction of operational costs.

- Invest in design and product development for setting new trends and lifestyles.

- Develop and maintain strong relationship with our clients.

We are expanding our existing capacities in yarn manufacturing and terry towels. Further, we have also set up captive Power Plant with a capacity of 22MW. The terry towel manufacturing capacities are proposed to be increased upto 25200 TPA post expansion.

The implementation work of the new Spinning Project in the state of Madhya Pradesh is on full swing which consists of the capacity of 3,26,400 spindles. Further Vertex Spinning facility with capacity of 2400 spindles and Open end Spinning with capacity of 2040 Rotors is also proposed to be set up. Further expansion of open end Spinning consisting of 4800 rotors is also proposed which would take the total open end spinning capacity (post expansion) to 9240 rotors.

OPERATIONS

During the year under review, your company has achieved Gross Sales to the tune of Rs. 158327.91 lacs as compared to Rs. 94221.62 lacs in the previous year. The profit before tax stood at Rs. 14924.16 lacs as compared to Rs. 9238.89 lacs during the previous year. After providing for taxes and other adjustments, the Profit after tax stood at Rs. 10039.14 lacs as compared to Rs. 6688.52 lacs during the previous year.

SUBSIDIARY FIRM(S)

The company has one Subsidiary Company namely SEL Textiles Ltd. and two subsidiary firm(s) namely M/s SE Exports and M/s Kudu Industries. The Company has its branch office at Dubai, United Arab Emirates.

The annual accounts of the subsidiary companies/firms and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

Further the annual accounts of the subsidiary companies are kept for inspection by any shareholders in the head office i.e. the Registered Office of the holding company and of the subsidiary companies concerned.

Your company continue to hold 99% stake each in the partnership firm(s) namely M/s SE Exports and M/s Kudu Industries. M/s SE Exports, the firm is engaged in the business of manufacture of value added knitted garments having production facilities located in the tax free zone in Baddi in Himachal Pradesh and M/s Kudu Industries is located at Ludhiana.

The Company holds 99.75% stake in SEL Textiles Limited. SEL Textiles Ltd. is engaged in the business of textiles and the Company has two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana).

Further the capacities of both of the aforesaid units is being expanded as under:

- Addition of 34560 Spindles at the Unit located at Neemrana (Rajasthan). It is also proposed to add open end spinning capacity of 1440 rotors there.

- Addition of 26400 spindles at the Unit located at Hansi (Haryana)

Further a new Spinning unit is being installed under the subsidiary i.e. SEL Textiles Ltd. In the State of Punjab with the capacity of about 1,88,000 Spindles.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report

DIVIDEND

In order to conserve resources for future growth and the expansion projects of the company the directors have not recommended any dividend for the Financial year 2010-11.

PREFERENTIAL ISSUE OF WARRANTS

Out of total 66,00,000 equity warrants allotted on 18th September, 2009 on preferential basis, 57,00,000 warrants were converted in the previous financial year and the balance 9,00,000 warrants were converted into Equity shares by the holders thereof during the year.

Further during the year the Company had allotted 30,90,000 equity warrants on preferential basis, carrying an option to the holder of such warrants to subscribe to one equity share of Rs. 10/- each at a premium of Rs. 64/- per share for every warrant held, within 18 months from the date of allotment (i.e. from 27.08.2010), in terms of SEBI (DIP) Guidelines read with SEBI (Issue of Capital & Disclosure Requirements) Regulation, 2009. All of the aforesaid warrants were converted into Shares during the year itself.

FURTHER ISSUE OF SECURITIES

During the year 2010-11, the Company has issued two series of GDRs (Global Depository Receipts). The first series being of 30,00,000 Global Depositary Receipts (GDRs) issued on 04.05.2010 representing 3,00,00,000 Equity Shares of the Company at the rate of USD 15.50 per GDR. The second series being of 35,00,000 Global Depositary Receipts (GDRs) issued on 09.09.2010 representing 3,50,00,000 Equity Shares of the Company at the rate of USD 10.00 per GDR. These GDRs were listed on the Luxembourg Stock Exchange. The said GDRs were cancelled/converted and there was no share outstanding in lieu of the said GDRs as on 31.03.2011.

FURTHER ISSUE OF SECURITES TO RAISE FUNDS

To augment long term resources of the Company and also for meeting the fund requirements of the existing business, current and future expansions etc., the Company proposes to pass requisite resolution in this regard to raise funds for the Company, subject to necessary approvals and applicable laws & regulations, by way of issue of equity shares/securities, in the course of domestic and/or international offering(s), in one or more foreign markets, at such time or times in one or more tranche or tranches, such Securities include Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) convertible into equity shares, Foreign Currency Convertible Bonds (FCCBs) or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants etc. convertible into equity shares, whether optionally or otherwise or any combination thereof (hereinafter referred to as `Securities).

The Company also intends to issue convertible warrants on Preferential basis to raise funds for the Company.

The desired resolution(s) for the aforesaid purpose(s) are included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS

Mr. Dhiraj Saluja, Mr. Sanjiv Garg and Mr. Ranjan Madaan, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Navneet Gupta is to be confirmed to be re-appointed as Executive Director of the Company for a further period of three years. Further the designation of Mr. Dhiraj Saluja is to be confirmed to be as Joint Managing Director of the Company. The required resolution(s) in this regard are included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company.

LISTING WITH EXCHANGES AND LISTING FEES

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Ltd. (NSE). Further the Company has paid listing fees to both the exchanges (i.e. BSE and NSE) upto financial year 2011-12.

AUDITORS

M/s Dass Khanna & Co., Chartered Accountants, Ludhiana, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS REPORT

With reference to the Auditors remarks regarding Non- confirmation of debit/credit balances, the same were not confirmed by the respective parties despite the letters in this regard been sent to them.

Further pursuant to auditors remarks in their Report on consolidated Accounts regarding non-compliance with AS-15 regarding non-provision of gratuity by its subsidiary firms the Board has to say that since the employee strength of the subsidiary partnership firm(s) is small, the gratuity is provided on cash basis. Regarding Non elimination of loss on transfer (sale) of fixed assets among Inter group companies while preparing the consolidated financial statements, the said amount was very small and notional loss only which did not had any material effect on the consolidated financial statements of the Company. Further regarding Non-confirmation of debit/credit balances, the same were not confirmed by the respective parties despite the letters in this regard been sent to them.

Further the report of Auditors and notes on accounts are self explanatory and do not call for any further comments as there are no other adverse remarks by the Auditors.

AUDIT COMMITTEE

The Board has constituted its Audit Committee pursuant to the provisions of Section 292A of the Companies Act, 1956 and provisions of the Listing Agreement(s) of the Stock Exchange(s).

The Audit Committee of the Company presently comprises of the following members namely Mr. Ashwani Kumar, Mr. Amar Narang, Mr. Sanjiv Garg and Mr. Navneet Gupta. Sh. Ashwani Kumar is the chairman of the said committee.

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

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this report.

PARTICULARS OF EMPLOYEES

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 are set out in a separate statement attached hereto and marked as Annexure-II and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2011 and of the profit of the Company for the year ended on 31st March, 2011;

- Proper and sufficient care has been taken for 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;

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

ACKNOWLEDGEMENT

Your Directors express their gratitude to the Companys vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on behalf of the Board

For SEL Manufacturing Company Ltd.

(NEERAJ SALUJA) Managing Director

(NAVNEET GUPTA) Executive Director

PLACE : Ludhiana DATE : 19.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting their 10th Annual Report on the affairs of the company together with Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in Lacs)

Current Year Previous year (2009-10) (2008-09)

Operating income 94221.62 58994.69

gross sales, 94221.62 58994.69

Other Income 3949.79 4154.34

98171.41 63149.03

lesS Expenditure 85789.39 54586.28

Provision for Depreciation 3143.13 88932.52 1749.09 56335.37

Profit before taxation: 9238.89 6813.66

LeSS Taxes : Current Tax 1600.00 632.00

Deferred Tax 987.58 1112.10

Fringe Benefit Tax - 25.00

MAT Credit Entit. (39.46) (445.88)

Wealth Tax 2.25 2550.37 2.00 1325.22

Profit after Tax 6688.52 5488.44

Balance brought forward 19595.85 14967.42

26284.37 20455.86

Add: Previous year Tax Adjustments (498.61) 739.99

Less: Transferred to General Reserve 2500.00 1600.00 Balance Carried over to Balance Sheet 23285.76 19595.85

BUSINESS:

Your Company is vertically integrated textile Company, manufacturing and exporting carded and combed yarn, knitted fabrics, Dyed Fabrics & Yarn, readymade garments and terry towels etc. with production facilities located in Ludhiana and Nawa Shehar in Punjab and Baddi in Himachal Pradesh.

Our Business Strategy

Our principal operating strategies are to:

- Foray into value added yarns like slub fancy yarn, Dyed yarns, Bamboo cotton,Organic cotton, Millanges etc. .

- expand our garment capacity to cater to more diverse export markets

- to become an imegrated player in the textile market catering in all segments fromcarded and combed yarn, knitting fabrics, knitted garments and terrytowels.

- reduction of operational costs

- invest in design and product development for setting new trends and lifestyles.

- develop and maintain strong relationship with our clients

We are expanding our existing capacities in yarn manufacturing, knitting, garment manufacturing & terry towel. Further, we have also set up captive Power Plant and are also increasing its capacity.. Your Company is implementing a project at Vill. Shekhan Majara, Machiwara Rahon Road, Teh. & Distt. Nawanshehar consisting

i) Expanding the capacity of Captive Power Plant by setting up of another unit

of 10 MW capacity taking the total capacity to 20 MW.

ii) Setting up of Yarn Dyeing facility with production capacity of 3150 TPA and Fabric Dyeing facility with production capacity of 4500 TPA.

Further the Company is also setting up a Spinning unit with the capacity of 326,400 spindles divided into two phases, First phase of 1,95,840 spindles and second phase of 130560 spindles in the State of Madhya Pradesh. Further Vertex Spinning facility with capacity of 2400 spindles and Open end Spinning with capacity of 2040 Rotors is also proposed to be set up.

OPERATIONS:

During the year under review, your company has achieved Sales to the tune of Rs. 94221 62 lacs as compared to Rs. 58994.69 lacs in the previous year. The profit before tax stood at Rs. 9238.89 lacs as compared to Rs. 6813.66 lacs during the previous year. After providing for taxes and other adjustments, the Profit after tax stood at Rs. 6688.52 lacs as company year.

SUBSIDIARY FIRM(S):

Your company continue to hold 99% stake each in the partnership firm(s) namely M/s SF Exports and M/s Kudu Industries. M/s SE Exports, the firm is engaged in the business o1 manufacture of value added knitted garments having production facilities located m the tax free zone in Baddi in Himachal Pradesh and M/s Kudu Industries located at Ludhiana has dyeing capacity of 4500 tons p.a. in fabric and 3000 tons p.a. in yarn besides having flat bed printing, rotary printing & mercerizing capacities of appx . 2400 tons p.a..

Further the Company has acquired 99.75% stake in SEL Textiles Limited fcbL lexmes Ltd is engaged in the business of textiles and the Company has acquired two spinning unit(s) one at Neemrana (Rajasthan) and one at Hansi, Hissar (Haryana). The unit at Neemrana has installed capacity of 24,960 spindles and is located on Delhi-Jaipur highway and is built on a land .of 30 acres and has built up area of 28 153.50 Sq. Mtrs. The other unit has installed capacity of 25,200 spindles and is located at 23 KM Stone Delhi-Hisar Highway, Hansi (Hissar) Haryana. The unit is built on a land of approximately 23 acres and has built up area of 14800 Sq. Mtrs. SEL Textiles Ltd also plans to set up a new facility for manufacturing of Terry Towels with an installed capacity of 3600 TPA and also plans to raise IPO for the said purpose for which the Draft Red Herring Prospectus has been filed by it with the Securities and Exchange Board ot India.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared and presented in accordance with Accounting Standard (AS) 21, are attached to and form part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best Practices of governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment & compliances. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report

DIVIDEND:

In order to conserve resources for future growth and the expansion projects of the company the directors have not recommended any dividend for the Financial year 2009- 10.

PREFERENTIAL ISSUE OF WARRANTS:

Out of 76 50 000 convertible warrants issued on 9th April, 2008, a total of 38,41,000 warrants were converted into Equivalent Number of Equity shares of the Company and the rest 38 09 000 warrants elapsed due to non-exercise of convertible option upon them, within a period of 18 months from the date of issue of the warrants and the 10% money paid upon them was forfeited by the Company. Further the Company has with the approval of members, issued and allotted on 18th September. 2009. 66.00.000 convertible Equity wan-ants on preferential basis to various entities, entitling them to apply for equivalent number of Equity Shares of the face value of Rs.10/- each of the Company. These entities have paid 25% of the issue price on subscription to the warrants and the balance issue price is payable upon exercise of the right to apply for the Equity Shares within a period of 18 months from the date of issue of the warrants. The warrants/shares issued/to be issued under the preferential offer are subject to lock-in period as prescribed

under SEBI guidelines. Till date 57,00,000 warrants out of the said 66,00,000 warrants allotted, have been converted into Equity shares of the Company.

FURTHER ISSUE OF SECURITIES:

During, the year, the Company also raised funds through the GDR (Global Depositary Receipts) Issue. The company issued 56,00,000 Global Depositary Receipts (GDRs) on 14.12.2009 representing 56.00,000 Equity Shares of the Company at a-price-QtUS$-L52— per GDR. The GDRs were listed on the Luxembourg Stock Exchange. The said GDRs were cancelled/converted and there is no share outstanding in lieu of the said GDRs.

Further the Company issued its second tranche of GDR issue on 04.05.2010 whereby the Company issued 30,00,000 Global Depositary Receipts (GDRs) representing 3,00,00,000 Equity Shares of the Company (Each GDR representing 10 Equity shares of the Company) at a price of US$ 15.50 per GDR. These GDRs were listed on the Luxembourg Stock Exchange.

FURTHER ISSUE OF SECURITES TO RAISE FUNDS:

To augment long term resources of the Company and also for meeting the fund requirements of the existing business, current and future expansions etc., the Company proposes to pass requisite resolution in this regard to raise funds for the Company, subject to necessary approvals and applicable laws & regulations, by way of issue of securities, in the course of an international offering(s), in one or more foreign markets, at such time or times in one or more tranche or tranches, such Securities include Global Depositary Receipts (GDRs) and/or American Depositary Receipts (ADRs) convertible into equity shares, Foreign Currency Convertible Bonds (FCCBs) or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants etc. convertible into equity shares, whether optionally or otherwise or any combination thereof (hereinafter referred to as Securities).

The Company also intends to issue convertible warrants on Preferential basis to raise funds for the Company for which the desired resolutions are included in the Agenda for the ensuing Annual General Meeting for the consideration and approval of the members of the Company.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS.:

Mr. Amar Narang and Mr. Navneet Gupta, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for re-appointment.

M, Dhiraj Saluja is to be re appointed as whole -time Kumar for the office of Director of the Company.

Further the appointment of Mr. Vinod Kumar Goyal as executive director of the of the Company.

LISTING WITH EXCHANGES AND LISTING FEES;

The Equity Shares of the Company are presently listed with Bombay Limited (BSE) and The National,stock exchange of the MSfE to both the exchanges (i.e. BSE and NSE) upto financial year 2010-11.

AUDITORS:

reappointment.

AUDITORS REPORT:

The report of Auditors and notes on accounts are self explanatory and do not call for any the report of auditors as there are no adverse remarks by the Auditors.

Is small, the gratuity is provided on cash basis.

AUDIT COMMITTEE:

The Board has constituted its Audit Committee pursuant to the 292A of the Companies Act, 1956 and provisions of the Listing Agreement(s)

Stock Exchange(s). comprises of the following members

Gupta Sh. Ashwani Kumar is the chairman of the said committee.

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

Information as per section 217(l)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure-I forming part of this report.

PARTICULARS OF EMPLOYEES:

Details of remuneration paid to employees, as required by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 are set out in a separate statement attached hereto and marked as Annexure-II and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2010 and of the profit of the Company for the year ended on 31st March, 2010;

- Proper and sufficient care has been taken for 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;

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

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Companys vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on Behalf of the Board For SEL MANUFACTURING COMPANY LTD.

(RAM SARAN SALUJA) CHAIRMAN

PLACE : LUDHIANA DATED : 13.07.2010