Directors Report of Sterling Powergensys Ltd.

Mar 31, 2024

Your Directors have great pleasure in presenting the 39^th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs!

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Sales & Other Income	1,061.16	33.24
Total Expenses	777.64	104.02
Profit / (Loss) before exceptional items and tax	283.52	(70.78)
Less: Exceptional items	-	-
Less: Tax Expenses	-	-
Add: Provisions Reversed	-	-
Profit / (Loss) after tax	283.52	(70.78)
Add: Adjustment for depreciation as per Companies Act 2013	-	-
Add: Balance brought forward from previous year	-	-
Balance carried to Balance Sheet	283.52	(70.78)

OPERATIONAL REVIEW& STATE OF COMPANY''S AFFAIRS:

During the financial year 2023-24, the Company has been generating revenue through Solar projects and sale of commodities and further focusing on the research for new projects to be undertaken in the future. The Company was able to generate higher revenues from its previous year. The Company recorded revenue from operations of Rs. 688.48 Lakhs, as against the revenue of Rs. 33 Lakhs in the previous year. The Company has turned around its fortune and earned a profit of Rs. 283.52 Lakhs for the year ended 31^st March, 2024 as against a loss of Rs. 70.78 Lakhs for the previous financial year.

RESERVES:

Considering the need for retention of profits and enhancing internal revenue generation capabilities of the Company during the financial year under review, the Directors do not propose the transfer of any amount to the general reserve account. The profit for the Financial Year 2023-24 has been transferred to the Profit and Loss Account.

DIVIDEND:

Considering the future expansion, your Directors do not recommend any dividend for the financial year 2023-24.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31^st March, 2024 was Rs. 5,09,60,000/- divided into 50,96,000 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights neither granted any stock options nor sweat equity.

SUBSIDIARIES, ASSOCIATE COMPANIES& JOINT VENTURES:

The Company is not having any associate Company, Subsidiary Company or Joint venture.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposit falling within the purview of the provisions of Sections 73 and 74 of the Companies Act, 2013 (the “Act”) read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not issued any loans or provided any Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act, 2013 are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

CORPORATE GOVERNANCE REPORT: Not Applicable

As per Regulation 27(2) and Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Paid up Equity Share Capital of the Company being less than Rs. 10 Crore and Net worth being less than Rs. 25 Crore as on 31^st March, 2024. Since the paid up capital of the Company is Rs. 5,09,60,000/-and net worth is Rs. 14,20,490/- the Corporate Governance Report is not applicable to the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Board of Directors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://splsolar.in/Investor/R&R.html

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, during the year 2023-24 there was no change in the Composition of Board of Directors except resignation of Mr. Yash Dharmendra Sanghvi DIN No: (06934650) due to his pre-occupation in other business.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements).

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following persons are the Directors and Key Managerial Personnel of the Company as on 31^st March, 2024:

Sr. No.	Name of the person	Designation
1	Sankaran Venkata Subramanian	Managing Director
2	Rajlaxmi Iyar *	Non-Executive Director
3	Shankar Ramnath Iyer	Independent Director
4	Harishchandra Bharama Naukudkar ***	Independent Director
5	Pundlik Ranaba Davane ****	Chief Financial Officer
6	Gaurav Kaushik	Company Secretary and Compliance Officer

In accordance with Section 152 of the Companies Act, 2013, *Mrs. Rajlaxmi lyar Non Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

Note: Following changes in the composition of Board of Directors of the Company:

1. **Mr. Yash Dharmendra Sanghvi, director of the Company resigned from the post of director of the Company with effect from March 29,2024:

2. ***Mr. Harishchandra Naukudkar (DIN: 07556138), Chairman and Independent Director of the Company resigned from the post of Chairman and Independent Director of the Company with effect from July 06, 2024 and appointed as a Chief Executive officer of the Company with effect from July 06, 2024;

3. Mr. Nandakumar Kalath (DIN: 00041727) appointed as a Non-Executive Director of the Company with effect from May 25,2024 and Chairman with effect from July 06,2024;

4. Mr. Tarang Mehta, (DIN: 01528135) appointed as a Independent Director of the Company with effect from May 25, 2024;

5. Mr. Manish Jain, (DIN: 01310249) appointed as a Independent Director of the Company with effect from May 25,2024;

6. ****Mr. Pundlik Ranaba Davane, Chief Financial Officer (CFO) of the Company resigned from the post of Chief Financial Officer (CFO) of the Company and re-designated as a Compliance Officer of the Company with effect from July 06, 2024 and

7. Mr. Dinesh Agarwal (DIN: 02854858) appointed as a Director-Finance and Chief Financial Officer (CFO) of the Company with effect from July 06,2024.

8. Mr. Navinchandra Joshi (DIN: 10700698) appointed as a Executive Director of the Company with effect from July 09,2024.

BOARD EVALUATION:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, the Board has carried out an evaluation after taking into consideration various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors, Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and the Board of Directors was carried out by the entire Board, and the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors throughout the standard set of questionnaire to be evaluated on a scale of 1 to 5 in accordance with the Companies Act and the SEBI guidelines. The Board of Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommends

the Board about remuneration for Directors and Key Managerial Personnel and other employees up to one level below of the Key Managerial Personnel. During the Financial year 2023-24 the Company did not pay any sitting fees to the Non-Executive Director and Independent Directors for attending the Board Meetings. Remuneration to Executive Directors is governed under the relevant provisions of the Companies Act, 2013 and in accordance with NRC Policy. The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors & Key Managerial. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are in compliance of the Nomination and Remuneration Policy of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down pursuant to Section 149 (6) of the Companies Act, 2013.

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as Specified in Section 164(2) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Company conducts programmes/presentations periodically to familiarize the Independent Directors with the nature of industry in which the Company operates, business model of the Company, Board dynamics & functions, Management techniques and role, rights & responsibilities of Independent Directors through its Executive Directors. The details of such familiarization programmes have been disclosed on the Company''s website at (https://www.splsolar.in/).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31^st March, 2024, Five (5) Board Meetings were held on the following dates:

1. 17^th May, 2023

2. 14^th August, 2023

3. 13^thNovember, 2023

4. 10^th February, 2024

5. 29^th March, 2024.

The composition and Category of Board of Directors as on 31st March, 2024 is as under:-

Name of the Directors	Category of Directors	Number of outside Directorship		Attendance		No. of Shares held in the Company As at 31.03.2024
		Directorship #		Board meeting	Last AGM held on 26th June, 2023
		Public	Private
Sankaran Venkata Subramanian	Managing Director	-	-	5	Yes	4,64,350
Rajlaxmi Iyar *	Non Executive Director	-	-	5	Yes	9000
Yash Dharmendra	Non-Executive	-	-	1	No	Nil

Sanghvi **	Director
Shankar Ramnath Iyer	Independent Director	-	2	5	Yes	Nil
Harishchandra Bharama Naukudkar ***	Independent Director	-	-	5	Yes	Nil

*Mrs. Rajlaxmi Iyar, Non Executive Director of the Company retires by rotate ion at the forthcoming Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

** Mr. Yash Dharmendra Sanghvi, director of the Company resigned from the post of director of the Company with effect from March 28,2024.

***Mr. Harishchandra Naukudkar (DIN: 07556138), Chairman and Independent Director of the Company resigned from the post of Chairman and Independent Director of the Company with effect from July 06,2024.

#Excluding Directorships in Foreign Companies.

Memberships of the Directors in various Committees are within the permissible limits of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Board have been provided with the requisite information mentioned in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 well before the Board Meetings.

COMMITTEE MEETINGS:

AUDIT COMMITTEE:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is having in place an Audit Committee comprising of Independent Directors and Non-Executive Director. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. All the Members of the Audit Committee are financially literate.

Audit Committee meets Four (4) times in the financial year ended 31^st March, 2024, on following dates:

1. 17^th May, 2023

2. 14^th August, 2023

3. 13^th November, 2023

4. 10^th February, 2024.

The composition of the Committee and name and attendance of Audit Committee as on 31^st March, 2024 are as under: -

Name of Director	Designation	Category of Directorship	No. of Meetings during the Year
			Entitled to attend	Attended
Mr. Harishchandra Bharama Naukudkar *	Chairperson	Independent Director	4	4
Mr. Sankaran Venkata	Member	Executive Director	4	4

Subramanian
Mr. Shankar Ramnath Iyer	Member	Independent Director	4	4

Note:

*Mr. Harishchandra Naukudkar (DIN: 07556138), Chairman and Independent Director of the Company, resigned from the post of director of the Company with effect from July 06, 2024 Due to the resignation of Mr. Harishchandra Naukudkar and appointment of new directors, the Board has reconstituted the Audit Committee as follows effective as on the date of report:

Mr. Manish Jain : Chairperson

Mr. Shankar Ramnath Iyer : Member

Mr. Venkat Sankaran Subramanian : Member

At the invitation of the Committee, other Financial Executives of the Company also attended the meetings to respond to queries raised at the Committee meetings.

NOMINATION & REMUNERATION COMMITTEE:

The Company is having in place the Nomination and Remuneration Committee (“NRC”) for reviewing and recommending the remuneration payable to the Directors and senior executives of the Company and assisting the Board with respect to the process of appointment or re-election of Chairman of the Board of Directors and other executive and non-executive Directors.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the Meetings are as under:

During the financial year ended 31^st March, 2024, Nomination & Remuneration Committee meet one (1) time on the following date:

1. 17th May, 2023.

The composition and attendance of Nomination & Remuneration Committee as on 31^st March, 2024 are as under: -

Name of Director	Designation	Category of Directorship	No. of Meetings during the Year
			Entitled to attend	Attended
Mrs. Rajlaxmi Iyar	Member	Non-Executive Director	1	1
*Mr. Harishchandra Bharama Naukudkar	Member	Independent Director	1	1
Mr. Shankar Ramnath Iyer	Chairperson	Independent Director	1	1

Note:

*Mr. Harishchandra Naukudkar (DIN: 07556138), Chairman and Independent Director of the Company, resigned from the post of director of the Company with effect from July 06, 2024 Due to the resignation of Mr. Harishchandra Naukudkar and appointment of new directors, the Board has reconstituted the Nomination & Remuneration Committee as follows effective as on the date of report:

Mr. Shankar Ramnath Iyer : Chairperson

Mrs. Rajlaxmi lyar : Member

Mr. Nandakumar Kalath : Member

Mr. Tarang Mehta : Member

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website https://splsolar.in/Policies. We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having in place the Stakeholders Relationship Committee (“SRC”) for the redressal of the grievances of security holders of the Company.

Composition, Meetings and Attendance of the committee is as follows:

During the financial year ended 31^st March, 2024, Stakeholders Relationship Committee meet One (1) time on the following date:

1. 17th May, 2023.

The composition and attendance of Stakeholders Relationship Committee as on 31^st March, 2024 are as under: -

Name of Director	Designation	Category of Directorship	No. of Meetings during the Year
			Entitled to attend	Attended
Mrs. Rajlaxmi Iyar	Chairperson	Non-Executive Director	1	1
*Mr. Harishchandra Bharama Naukudkar	Member	Executive Director	1	1
**Mr. Yash Dharmendra Sanghvi	Member	Independent Director	1	1

*Mr. Harishchandra Naukudkar (DIN: 07556138), Chairman and Independent Director of the Company, resigned from the post of director of the Company with effect from July 06,2024 and

**Mr. Yash Dharmendra Sanghvi, director of the Company resigned from the post of director of the Company with effect from March 29,2024

Due to the resignation of Mr. Harishchandra Naukudkar and Mr. Yash Dharmendra Sanghvi and appointment of new directors, the Board has reconstituted the Stakeholders Relationship Committee as follows effective as on the date of report:

Mr. Tarang Mehta : Chairperson

Mr. Nandakumar Kalath : Member

Mr. Manish Jain : Member

SEXUAL HARASSMENT:

The Constitution of Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”) is not applicable to the Company since the Company has less than 10 employees. Yet as a part of good governance, the Board monitors and assesses the complaints received, if any from the employees relating to sexual harassment at workplace in accordance with the Act and rules made there under. During the year under review, no complaints were reported.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company i.e. www.splsolar.in.

RELATED PARTY TRANSACTIONS:

During the financial year 2023-24, the Company during the year has not entered into transactions as specified under section 188(1) of the Companies Act, 2013 with related parties.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE067E01013. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Acts & Rules framed thereunder either to the Company or to the Central Government.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and

Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company''s website www.splsolar.in. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

M/s. D. G. M. S. & Co., Chartered Accountants, Mumbai (FRN- 112187W) (Previously known as M/s. Doshi Maru & Associates), were appointed as the Statutory Auditors of the Company at its 37^th Annual General Meeting from the conclusion of the said meeting until the conclusion of the 42^nd Annual General Meeting at such remuneration as fixed by the Board of Directors of the Company. They have audited the financial statements of the Company for the year under review.. The report of the Statutory Auditors, M/s. D. G. M. S. & Co, Chartered Accountants on the financial statements of the Company for the financial year 2023-24 forms part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the Financial Year 2023-24 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013, the Company has appointed CS Deepak Chheta, a Practicing Company Secretary having COP No.: 20966 to undertake the Secretarial Audit of the Company for the period under review. The Secretarial Audit report for the Financial Year 2023-24 is annexed herewith as Annexure A and forms an integral part to this Report.

AUDITOR''S REPORT/ SECRETARIAL AUDIT REPORT:

The Statutory Auditor''s Report does not contain any qualifications, reservations or adverse remarks, but Secretarial Audit Report contains qualifications pursuant to Regulations 31 (2) of Listing Obligation, Disclosure Requirements, Regulations, 2015 stated the following:

Sr. no	Secretarial Auditor''s Qualifications	Management''s view on the same
1.	During the period under review the Company has not Dematerialized 100 % of Shareholding of Promoter and Promoter Group as per Regulation 31 (2) of Listing Obligation and Disclosure requirements, Regulations 2015. 7,03,250 [Seven Lakh Three Thousand Two Hundred and Fifty] Equity shares constituting to 13.80% of the entire promoter holding are yet to be Dematerialised	The Company had informed every promoter to convert their shares and some of them are in process but other Promoters being distant persons of each other are scattered all over and for some even re-classification of shares applied for and hence it is very difficult to convert each promoter''s physical holding into Demat.
2.	During the period under review Company has not paid the Statutory dues including of Provident Fund as per Employees'' Provident Funds and Miscellaneous Provisions Act, 1952, Profession Tax under The Professional Tax Act, 1975 and TDS under Income Tax Act, 1961	The dues which are pending are of interest amount of Covid period which needs to be ratified.
3.	The Company had received notices from the stock exchange regarding delayed	Due to some matter with RTA, submission were in delay. Matter resolved and applicable penalties

submission of Shareholding pattern of quarter ended December, 2023 and board meeting date to the stock exchange in financial year 2023-2024 and hence the stock exchange had imposed a penalty on the company as per SEBI (LODR) Regulation. However the penalties so imposed were paid by the company in the financial year 2023-2024

were paid.

However, your Directors assure that the Company continues its principles of abiding by the Law in its Letter and Spirit. Your Directors are putting maximum efforts to make Company fully compliant in all respects and expect Company to be fully compliant at the earliest

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report as “Annexure C”

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board periodically reviews the risks and measures taken for mitigation.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources at the Plant.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to remuneration required pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is Annexed here as “Annexure D”. Further, the Company does not have any employee whose remuneration exceeds the limits prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Company''s Shares are listed on Bombay Stock Exchange (BSE Limited).

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and there are no commitments, affecting the financial position of the Company, which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. B uyback of shares.

4. No application was made or any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

5. Requirement of one-time settlement with Banks or Financial Institutions was not applicable.

ACKNOWLEDGEMENT:

The Directors would like to express their sincere appreciation to the Company''s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. The Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

DATE: MAY 25, 2024 By order of the Board

REGISTERED OFFICE: For STERLING POWERGENSYS

OFFICE NO. 121, RUNWAL COMMERCIAL COMPLEX, LIMITED

CO-OP PREMISES LTD, L.B.S. MARG MULUND (WEST),

MUMBAI, MAHARASHTRA, INDIA, 400080. Sd/-

SANKARAN VENKATA

STERLING POWERGENSYS LIMITED SUBRAMANIAN

MANAGING DIRECTOR

Email: [e-mail] (DIN: 00107561)

Sd/-

RAJLAXMI IYAR DIRECTOR (DIN: 00107754)

---

Mar 31, 2015

Dears members,

The Directors have great pleasure in presenting the 30thAnnual Report together with the Audited Accounts of the Company for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31.03.2015 31.03.2014 (Rs.InLacs) (Rs.InLacs) Sales & Other Income 105.43 524.03

Profit / (Loss) before tax and appropriations -21.53 11.4

Add: Exceptional Items — 2.08

Add: Provisions Reversed — 7.88

Profit / (Loss) after tax -21.53 21.36

Add : Adjustment for depreciation as per Companies Act 2013 -14.39 —

Add : Balance brought forward from previous year -642.85 -664.22

Balance carried to Balance Sheet -678.77 -642.85

OPERATIONAL REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 105.43 Lacs including the other income against turnover in the previous year of Rs. 524.03 Lacs. Further the Company has posted a loss of Rs 21.53 Lacs for the year ended 31st March 2015 as against a profit of Rs. 21.36 Lacs during the previous year ended 31st March 2014.

DIVIDEND:

In view of accumulated losses, the Directors are unable to recommend any dividend.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31stMarch, 2015 was Rs. 5,09,60,000 divided into 50,96,000 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity.

SUBSIDIARIES &ASSOCIATE COMPANIES:

Company is not having any subsidiary or Associates companies.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act, 2013 do not apply to your company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'A' and forms an integral part of this Report.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Dinesh Kumar Agarwal, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, the Company has appointed Mrs. Payal Raju Savala as an Additional Director of the Company with effect from 10th November 2014. Your Board proposes to regularize her appointment and appoint her as an Independent Director of the Company under Section 149 and 161(1) of the Act and clause 49 of the Listing Agreement for one term of Five Years commencing from 1st April, 2015.

Mr. Yash Dharmendra Sanghvi was appointed as an Additional Director of the Company with effect from 10thNovember, 2014. Your Board proposes to regularize his appointment and appoint him as Director of the Company.

Mr. Ranjit Charan Singh was appointed as an Additional Director of the Company with effect from 6thFebruary, 2015. Your Board proposes to regularize his appointment and appoint him as Director of the Company.

The Board of Directors on the recommendation of the Remuneration and Nomination Committee appointed Mr. Ranjit Charan Singh as Managing Director for a period of 3 years with effect from 15th February, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel.

Sr. Name of the person Designation No. 1 Mr. Ranjit Charan Singh Managing Director

2 Mr. Dinesh Kumar Agarwal, Company Secretary

3 Mr. Sanjay Dattatray Jadhav Chief Financial Officer (CFO)

BOARD EVALUATION:

The performance evaluation of the non-executive directors is done by the Board annually. This evaluation is based on the attendance and contribution of the member at the board/ committee -meetings. The process also consider core competency, expertise, personnel characteristics and specific responsibility of the concerned director.

The performance evaluation of the Chairman and the Managing Director was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2014-15 as under:

During the financial year ended 31st March, 2015, five Board Meetings were held on the following dates: (1) 26th May 2014 (2) 14th July 2014 (3) 10th November 2014 (4) 6th February 2015 and (5) 30thMarch 2015.

The composition is as under:-

Number of Name of the Directors Category of Directors outside Direcorship Directorship #

Public Private

Mr. S. Venkata Subramanian Executive Chairman - -

Mr. Deepak kumar Shah* Executive Managing - 1 Director

Mr. Ranjit Charan Singh** Executive Managing - -

Mr. Mukund Gopal Gharpure Independent Non - 2 Executive

Mr. BakulZaverchand Shah*** Independent Non - - Executive

Mr. Rajesh Ulhas Deshpande Independent Non - 2 Executive

Executive Whole-time Mr. Dinesh Kumar Agarwal Director - -

Mr. Yash Dharmendra Non Executive Director -- --

Mrs. Payal Raju Savala **** Idependent Non - - Executive

Attendance No of Shares Name of the Directors held in the Board Last Company As at meeting AGM 31.03.2015

Mr. S. Venkata Subramanian 5 Yes 464450

Mr. Deepak kumar Shah* 3 Yes 245050

Mr. Ranjit Charan Singh** 2 No Nil

Mr. Mukund Gopal Gharpure 4 Yes Nil

Mr. BakulZaverchand Shah*** 5 Yes Nil

Mr. Rajesh Ulhas Deshpande 5 Yes Nil

Mr. Dinesh Kumar Agarwal 5 Yes 12500

Mr. Yash Dharmendra 3 No Nil

Mrs. Payal Raju Savala **** 3 No Nil

* Resigned w.e.f 06th February 2015. ** Appointed as additional director w.e.f 06th February 2015 and appointed as Managing Director w.e.f. 15th February 2015. *** Resigned w.e.f 09th May 2015. **** Appointed w.e.f 10th November 2014

# Excluding Directorships in Foreign Companies and Companies under Section 8 of the Companies Act, 2013

No Director is related to any other Director on the Board in terms of the provisions of the Companies Act, 2013. Memberships of the Directors in various Committees are within the permissible limits of the Listing Agreement.

The members of the Board have been provided with the requisite information mentioned in the Listing agreement well before the Board Meetings.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are as under:

The following terms of reference stipulated by the Board of Directors to the Audit Committee cover all the matters specified under the Listing Agreement as well as the provisions of Section 177 of the Companies Act 2013.

1. To oversee the financial reporting process.

2. To oversee the disclosure of financial information.

3. To recommend appointment / removal of statutory auditors and fixation of their fees.

4. To review the quarterly /half yearly financial results and the annual financial statements with the management, internal auditors and the statutory auditors.

5. To consider the report of the internal auditors and to discuss their findings with the management and to suggest corrective actions wherever necessary.

6. To review with the management, statutory auditors and the internal auditors the nature and scope of audits and the adequacy of internal control systems.

7. To review the major accounting policies and compliances with accounting standards and listing agreement entered into with the stock exchange and other legal requirements concerning financial statements.

8. To look into the reasons for any substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors, if any.

9. To review related party transactions of material nature, with promoters or the management and their relatives that may have potential conflict with the interest of the company at large

10. To investigate any matter covered under section 177 of the Companies Act 2013.

11. To review the financial and risk management policies.

All the members of the audit committee are non-executive Directors. Mr. Dinesh Kumar Agarwal, Company Secretary acts as secretary to the committee.

(i) During the financial year ended 31st March, 2015, four Audit Committee Meetings were held on the following dates:

(1) 26th May 2014 (2) 14th July 2014 (3) 10th November 2014 (4) 6th February 2015

The name and attendance of Audit Committee members are as under:

Name of the Audit Committee Designation No.of Meeting Members attended

Mr. Bakul Shah ( Chairman)* Chairman 4

Mr. Rajesh Ulhas Deshpande Member 4

Mr. Mukund Gopal Gharapure Member 4

(1) At the invitation of the Committee, Managing Director and other Financial Executives of the Company also attended the meetings to respond to queries raised at the Committee meetings.

* Resigned w.e.f. 9th May 2015. Mrs. Payal Raju Savala has been appointed as Chairperson of the Audit Committee w.e.f. 9th May 2015.

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members and has been posted on the website of the Companvwww.sterlinapoweraensvsltd.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Companywww.sterlinapoweraensvsltd.com

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties for the year under review were on arm's length basis and were in the ordinary course of the business and thus provisions of Section 188 of the Companies Act, 2013 are not attracted. The disclosure in Form AOC-2 is accordingly, not required.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted I SI N No. INE067E01013.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.sterlingpoweraensvsltd.com.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No.103429W) were appointed as the Statutory Auditors of the Company at the AGM held on 19th August 2014 to hold office until the conclusion of the third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. GMJ & Co.that their appointment, if made, would be in conformity with the limits specified in the said Section.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self-explanatory and, therefore, do not call for any further comments.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Observations made in the report with regard to passing of resolution u/s 180(1) was mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period as the company had already passed resolutions u/s 293 of Companies Act 1956 in earlier shareholder meeting. However, the company would propose to shareholder for passing of resolution under section 180 in coming 30th AGM and ensure in future that all the provisions are complied to the fullest extent.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control system, commensurate with the size. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the system.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 'C' to this Report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaints were reported.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the company's risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

PARTICULARS OF EMPLOYEES:

The company does not have any employee whose particulars are required to be furnished in terms of the provisions of Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Company's Shares are listed on Bombay Stock Exchange, Delhi Stock Exchange, Calcutta Stock Exchange, Madras Stock Exchange & Ahmedabad Stock Exchange.

CAUTIONARY STATEMENT:

Statements in this Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expected or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

APPRECIATION:

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: For and on behalf of the Board A-8/4, MIDC, INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED MURBAD, DIST: THANE, MAHARASHTRA - 421401 DATE : 9th May, 2015 RANJIT CHARAN SINGH MANAGING DIRECTOR (DIN: 07089706)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with Audited Statement of Accounts for the financial year ended 31st March, 2014 and Auditors Report thereon.

1. FINANCIAL RESULTS

(Rs. In Lacs )

Particulars 2013-14 2012-13

Sales & Other Income 524.03 554.06

Profit/(Loss) Before Interest & Depreciation 73.06 (78.61)

Less: Interest & Finance Charges 32.17 0.40

Profit/(Loss) Before Depreciation 40.89 (79.01)

Less: Depreciation 29.49 21.27

Profit/ (Loss) Before Tax 11.40 (100.28)

Less : Prior Period Expenses 0.00 0.00

Less : Provision for Tax 0.00 0.00

Add : Exceptional Items 2.08 5.98

Add : Provisions Reversed 7.88 13.09

Profit/ (Loss) After Tax 21.36 (81.20)

Add: Balance brought forward (664.22) (583.02)

Balance carried to Balance Sheet (642.86) (664.22)

2. DIVIDEND

Considering the accumulated losses of the company, your Directors are unable to recommend any dividend.

3. OPERATION

During the year under review ,the Company has recorded a turnover of Rs. 524.03 Lacs including the other income against turnover in the previous year of Rs. 554.06 Lacs. Further the Company has made a profit of Rs 21.36 Lacs for the year ended 31st March 2014 as against a loss of Rs. 81.20 Lacs during the previous year ended 31st March 2013.

4. BUSINESS PROSPECTS

There is a marginal drop in the turnover of the Company for the year ended 31st March, 2014 as against the year ended 31st March, 2013, however company is able to make profit by controlling cost in the year ended 31st March, 2014 as against losses incurred during the year ended 31st March, 2013.The Company is banking on its expertise in the field of engineering and system integration to provide tailor made solution as per needs of the clients on Engineering Procurement & Constructions (EPC) basis. Company has ventured in the area of providing total structural solution in the field of solar power and looking forward to provide complete solar solution. Looking at the thrust of Govt. of India in the solar power sector, Company is confident of improved performance in the current year.

5. FIXED DEPOSITS

During the year under review the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rule, 1975.

6. DIRECTORS

As per Section 149 (10) of the Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and can be reappointed for a maximum of two terms. They shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of the Independent Directors form part of the Notice of the AGM.

Mr. Mukund Gopal Gharpure , Mr. Bakul Zaverchand Shah and Mr. Rajesh Ulhas Deshpande, all Non-Executive (Independent) Directors of the Company retire at the ensuing AGM and seek for re-appointment. The necessary resolutions are placed for the approval of the Members.

Mr. S Venkata Subramanian retire by rotation & being eligible offers themselves for re-appointment.

7. AUDITORS

M/s. D.C. Bothra & Co. Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting. They have given notice for their unwillingness for reappointment. Board has approached M/s GMJ & Co. Chartered Accountants who are eligible for appointment and have furnished a certificate, certifying that their appointment shall be within the limits of section 139 of the Companies Act, 2013. Your Directors recommended their appointment.

8. AUDITORS REPORT

As regards the observations made by the Statutory Auditors in their Report, suitable explanations have been included in the notes forming part of the accounts.

9. CORPORATE GOVERNACE

The Company adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed.

As per Clause 49 of the Listing Agreement of the Stock Exchange, a separate section on Corporate Governance together with a certificate from the Company''s auditor confirming compliance is set out in the annexure forming part of this report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956("Act"), and based on the representations received from the operating management, the Directors hereby confirm that:

(i) In the preparation of annual accounts for the year ended 31st March 2014, the Company has followed the applicable accounting standards along with proper explanation relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end o f financial year and of the profit and loss of the Company for the year ended 31st March 2014.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. LISTING:

The Company''s Shares are listed on BSE Limited, Mumbai., The Delhi Stock Exchange Association Limited, Ahmedabad Stock Exchange Limited, Madras Stock Exchange Limited and The Calcutta Stock Exchange Limited.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO.

A Statement furnishing the information as required under the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 is annexed.

13. PARTICLUARS OF EMPLOYEES

None of the employees has been paid remuneration above the amount prescribed under the provisions Section 217 (2A) read with Companies (Particulars of Employees) rules, 1975.

14. APPRECIATION

The Board extends grateful thanks for their continued support to the Central and various State Governments, the investors, the banking circles, financial institutions, employees, workers, executives and the shareholders.

FOR AND ON BEHALF OF THE BOARD

PLACE: MUMBAI

DATE : 14.07.2014 DEEPAKKUMAR SHAH MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the financial year ended 31st March, 2010 and Auditors Report thereon.

FINANCIAL RESULTS

(Rs. In Lacs)

2009-10 2008-09

Sales & Other Income 732.04 583.70

Profit/(Loss) Before Interest & 89.48 77.14 Depreciation

Less: Interest & Finance Charges 0.24 0.51

Profit/(Loss) Before Depreciation 89.24 76.63

Less: Depreciation 17.31 16.87

Profit/(Loss) Before Tax 71.93 59.76

Less: Provision for Tax 0.00 0.66

Profit/ (Loss) After Tax 71.93 59.10

Add: Balance brought forward (558.95) (618.05)

Balance carried to Balance Sheet (487.02) (558.95)

DIVIDEND

Considering the accumulated losses of the company, your Directors are unable to recommend any dividend.

OPERATION

The Company has recorded a turnover of Rs. 724.84 Lacs excluding the other income against turnover in the previous year of Rs. 583.14 Lacs. Further the Company has made a profit before tax of Rs 71.93 Lacs for the year ended 31st March 2010 as against a profit of Rs 59.76 Lacs during the previous year ended 31 st March 2009. Company has been declared sick in BIFRs hearing dated 10.08.2009. State Bank of India, Mumbai has been appointed as operating agency and draft rehabilitation scheme has been submitted to BIFR.

BUSINESS PROSPECTS

The Company is slowly progressing on its revival path by generating profit for last six years, after a continuous period of loss for seven years and is inching surely and steadily towards its revival. Revenues of the Company has increased for the year ended on 31.03.2010 in comparison to year ended on 31.03.2009, and in view of positive outlook Company is confident to maintain the growth for coming years. Company has received numbers of enquiries and is putting all its efforts to convert those enquiries in orders. Focused attention on the companys expertise in engineering and system integration, resulted in generation of a number of enquires. The company however is selecting its orders depending upon the suitability of its resources. The company has executed orders on Engineering Procurement & Constructions (EPC) basis for prestigious clients. The company is actively exploring avenues for enhancing its turnover and profit in the forthcoming years.

FIXED DEPOSITS

During the year under review the Company has not accepted any deposits within the meaning of Section 58-A of Companies (Acceptance of Deposits) Rule, 1975.

DIRECTORS

Mr. Bakul Shah and Mr. Rajesh Ulhas Deshpande retires by rotation & being eligible offers themselves for re-appointment. Mrs. Rajalakshmi Venkat resigned from Board w.e.f 27.05.2010. Board place on record its appreciation on the contribution made by Mrs. Rajalakshmi Venkat during her tenure. Mr. Dipakkumar Sah has been appointed as Managing Director for a period of five years w.e.f 01.04.2010. subject to approval of shareholders at ensuing Annual General Meeting. Mr. S. Venkata Subramanian has been appointed as Whole-Time- Director for a period of five years w.e.f 01.04.2010. subject to approval of shareholders at ensuing Annual General Meeting. Mr. Dinesh Kumar Agarwal has been appointed as Whole-Time- Director for a period of five years w.e.f 27.05.2010. subject to approval of shareholders at ensuing Annual General Meeting.

AUDITORS

M/s. D.C. Bothra & Co. Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment and have furnished a certificate, certifying that their re-appointment shall be within the limits of section 224(1) of the Companies Act, 1956. Your Directors recommended their re- appointment.

AUDITORS REPORT

As regards the observations made by the Statutory Auditors in their Report, suitable explanations have been included in the notes forming part of the accounts.

REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

The board has adopted the principles of good Corporate Governance and is committed to adopt any obligation under the relevant practices for governance. We believe that good governance is voluntary and self-disciplining, with the strongest impetus coming from Directors, and the management itself. The Board lays emphasis on integrity, transparency and accountability, Compliance Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange, is annexed.

DIRECTORS RESPONSIBILITY STATEMENT

In the preparation of annual accounts for the year ended 31st March 2010, the Company has followed the applicable accounting standards along with proper explanation relating to material departures.

The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to,give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for the year ended 31 st March 2010.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a going concern basis.

PERSONNEL

The relation with the employees of the company continued to be cordial throughout the year under report.

None of the employees has been paid remuneration above the amount prescribed under Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO.

A Statement furnishing the information as required under the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 is annexed.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere gratitude for the valuable support extended to your Company by its Bankers, Financial Institutions and Government Authorities.

FOR AND ON BEHALF OF THE BOARD

DIPAKKUMAR SHAH MANAGING DIRECTOR

PLACE: MUMBAI DATE : 27.05.2010