Directors Report of Switching Technologies Gunther Ltd.

Mar 31, 2024

The Board of Directors of your Company take pleasure in presenting the 36^th Annual Report together
with the Audited Financial Statements for the financial year ended 31 st March 2024.

FINANCIAL RESULTS

	Year ended	Year ended
	31.03.2024	31.03.2023
	(?)	(?)
Sales and other Income	91,903,864	115,303,913
Profit before Interest and Depreciation	(87,285,083)	(101,199,594)
Interest	-	-
Profit before depreciation	(87,285,083)	(101,199,594)
Depreciation	787,553	643,835
Profit before taxation and exceptional item	(88,072,636)	(101,843,429)
Exceptional item	(56,153,932)	(215,205,223)
Profit before taxation after exceptional item Provision for taxation	(31,918,704)	113,361,794
- Current tax	-	-
- Deferred tax	-	-
Profit / (Loss) after taxation and exceptional item	(31,918,704)	113,361,794

PERFORMANCE OF THE COMPANY

The Sales and Other Income during the year had decreased to ?91.904 million in the FY ending 31st
March, 2024 compared to ?115.304 million during the FY ended 31st March, 2023. Your company
has earned a loss of ?31.918 million for the FY ending 31st March, 2024. Your company had an
exceptional income during Q4 of 2023-24 which represents the write back of credit balances in
respect of purchase of raw materials, consumables, etc payable to Group Companies amounting to
?561.54 lakhs. The Company’s accumulated losses as at 31st March, 2024 aggregate to ?812.49
lakhs mainly to reduction in sales orders throughout the financial year over which your company’s
management has no control. Nevertheless, your company is proud to present the results on “Going
Concern” basis due to the introduction of various cost cutting measures, productivity enhancement
measures and scrap generation control measures. Besides the Company on a trial basis is trying
to use a substitute cheaper raw material Ruthinium in place of costlier raw material viz., Rodium

which if it proves to be successful then the company will be in a position to earn profits and wipe
out all the accumulated losses going forward.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of
the provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014. As
on 31st March, 2024 the Company did not have any outstanding Public Deposit.

DIVIDEND AND TRANSFER TO RESERVES

Considering the growth plans and the consequential need to conserve resources, the directors
have decided not to recommend any dividend for the financial year 2023-24. The directors also do
not recommend any transfer to reserves.

ANNUAL RETURN

Draft Annual Return in Form MGT-7 as on 31 st March, 2024 is available in the Company''s Website
at www.switchingtechnologiesguntherltd.com

HOLDING COMPANY

Your Company is a Subsidiary of M/s Gunther America Inc which holds 61.22% of Equity shares in
your company. Your Company doesn’t have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS

The details pertaining to the Management Discussion and Analysis have been given as Annexure
A forming part of the Annual Report.

FUTURE PROSPECTS/FINANCIAL POSITION

It has been a difficult year as the operations of the Company were still affected due to insufficient
business orders. The prices of the main raw materials had increased particularly Gold and Rodium
whose prices had increased manifold and infact sky rocketed but the Company could not pass on
the proportionate increase in sale prices to the end consumer. In this context, the company on a
trial basis is trying to use a substitute cheaper raw material Ruthinium in place of Rodium, and if
it proves to be successful then the Company will be in a position to earn profits and wipe out the
losses going forward. The Company is also undergoing several cost cutting measures to bring
down the losses. The Company believes it to be a temporary phenomenon and the Management is
confident of reviving the company and the ability to continue as a going concern.

MANUFACTURING FACILITIES

The company is into the manufacturing of Electronic components Reed Switches, Proximity
Sensors, Ball Switches, etc.

In this regard the specialist machineries like automatic sealing machines called as Badalex and
semi-automatic Sealing machines, Bihler Press, automatic and manual Plating line besides ancillary
equipments are used in various process departments.

RESEARCH & DEVELOPMENT

No major Research and development activities are carried out. However, a little Research &
Development is being done in the Badalex and Semi automatic department to keep pace with
technological up-gradation.

INFORMATION SYSTEMS

Your Company has adequate and proper information systems in place and it has taken proper
measures to safeguard all electronic data and information to the best possible level it can.

DIRECTORS

Mr.K.Manoharan, Executive Director, retired by rotation, and being eligible was re-appointed as
Executive Director in the Annual General Meeting held on 29th September, 2023.

The extended term of Mr.Kanthimathinathan Chocalingam, Independent Director, and Ms.Gayathri
M N, Independent Woman Director ends on 20th September, 2024. The Board of Directors in
their meeting held on 7th August, 2024 had proposed the appointment of Mr.Sharanabasaveshwar
Hiremath as Independendent Non Executive Director and Ms.Saimathy Soupramanien as
Independent Non Executve Woman Director in the ensuing Annual General Meeting of the
Company.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board confirming that they fulfill
the requirements enumerated under section 149(6) of the Companies Act, 2013 and Regulation 25
of the Securities Exchange Board of India (LODR) Regulations, 2015.

Secretarial Standards

The Company complies with all the applicable mandatory secretarial standards issued by the
Institute of Company Secretaries of India.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 the threshold limit for the
applicability of Corporate Social Responsibility (CSR) to any company is (a) net worth of the
company is Rs.500 crores or more; (b)turnover of the company is Rs.1000 crores or more; or (c)
net profit of the company is Rs.5 crores or more.

As the company does not come under any of the threshold limits and has earned loss in year
ending March 31,2024, there is no requirement to make any CSR contribution in FY 2023-24.

Change in nature of business

There was no change in the nature of the business of the Company during the year under review.
Material Changes

No material changes or commitments affecting the financial position of the Company occurred
between the end of the financial year (i.e.,31st March, 2024) and the date of this report.

KEY MANAGERIAL PERSONNEL

Your Company has Mr.C.Chandrachudan, Managing Director, Mr.K.Manoharan, Executive Director,
Mrs.T.Nirmala, Chief Financial Officer and Mr.S.Ramesh, Company Secretary in the category of
Key Managerial Personnel as mandated by the provisions of Section 203 of the Companies Act,
2013.

STATUTORY AUDITORS

The Company had appointed M/s. V.V. Kale & Co., Chartered Accountants, New Delhi as the
Statutory Auditors of the Company for a period of five years starting from the Financial Year 2022¬
23 to Financial Year 2026-27 which was approved by the Shareholders in the Annual General
Meeting (AGM) of the company held on 28th September, 2022.

AUDITOR S OBSERVATION

Emphasis of Matter

(i) Material uncertainty related to Going Concern

We draw attention to Note 6 in the Financial Results. The Company''s accumulated losses
as at March 31, 2024 aggregate to ?812.49 Lakhs resulting in complete erosion of its net
worth. Further, as of that date, Company''s current liabilities exceeded its current assets
79.89 Lakhs. These factors along with other matters as set forth in said notes cast material
uncertainty about the Company''s ability to continue as a going concern in the foreseeable
future. However, the Company''s financial statement has been prepared on going concern
basis as disclosed by management in said note. Our opinion is not modified in respect of this
matter.

(ii) Exceptional Income from write back of credit balances worth ? 561.54 Lakhs

We draw attention to the Note 7 in the Financial Results. The Company has recorded
exceptional income during Q4 2023-24. This represents write back of credit balances
in respect of purchase of raw materials, consumables etc payable to Group Companies
amounting to ? 561.54 Lakhs. The write back has been approved by the Board in its meeting
dated May 29, 2023 and is in the process of intimation to the AD Bank as per prevailing
regulations as applicable. Further, the Management confirms that no interest / penal charge
is being made by the Group Company on account of such write back.

ADDENDUM TO AUDITOR’S OBSERVATION

It has been a difficult year as the operations of the Company were still affected due to insufficient
business orders. The prices of the main raw materials had increased particularly Gold and Rodium
whose prices had increased manifold and infact sky rocketed but the Company could not pass on
the proportionate increase in sale prices to the end consumer. In this context, the company on a
trial basis is trying to use a substitute cheaper raw material Ruthinium in place of Rodium, and if
it proves to be successful then the Company will be in a position to earn profits and wipe out the
losses going forward. The Company is also undergoing several cost cutting measures to bring
down the losses. The Company believes it to be a temporary phenomenon and the Management is
confident of reviving the company and the ability to continue as a going concern.

SECRETARIAL AUDIT REPORT

Your Company had appointed Ms. Shweta Singh, Company Secretary in Whole Time Practice, as
Secretarial Auditor of the Company for a period of one year to give Secretarial Audit Report and
Secretarial Compliance Report. As per the provisions of section 204 of the Companies Act, 2013,
the Secretarial Audit Report from Ms. Shweta Singh, Practising Company Secretary, has been
obtained and the same is attached as Annexure E to this report.

ADDENDUM TO SECRETARIAL AUDIT REPORT

The Management and the concerned Secretarial Department has taken note of the observations
as cited in the Secretarial Audit Report and will ensure it is rectified and complied going forward.

The policies as mentioned in the Report have been placed and approved in the Board Meeting.

The Company has been registered under the Factories Act and is of the opinion that the Tamil
Nadu Shops and Establishments Act, 1947 will not apply to the company, however the company
will check the applicability and if applicable will register with it at the earliest.

The Company has started entering the time of conclusion of the committee meetings and the date
of entry of minutes in the minutes books from this financial year.

The Audit Committee and the Board has approved the related party disclosures pertaining to the
related party transactions. All the related party transactions were at arm’s length and in the usual
course of business.

AUDIT COMMITTEE

The Audit Committee of your company consists of 3 Directors. At present the members of the Audit
Committee are Mr.C.Chandrachudan, Mr.Kanthimathinathan Chocalingam and Ms.Gayathri M N.
The Audit Committee met 4 times on 29th May, 2023, 11th August 2023, 8th November, 2023 and
12th February, 2024. The Audit Committee has reviewed the Unaudited Quarterly Results and the
Audited Yearly Accounts for the FY 2023-24 besides the Related Party Transactions.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

Your Company is committed to creating and maintaining an atmosphere in which employees can
work together without fear of sexual harassment, exploitation or intimidation. The Company has
zero tolerance for sexual harassment at workplace and has put in place an adequate system for
safeguarding the dignity of women employees on complaints, if any received and provide justice
to the affected employees without delays required under the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘Act’). No complaints
were received by the company during the year under review.

PERSONNEL

The industrial relations continued to remain cordial throughout the period under review.
DEPOSITORY SYSTEM

To facilitate the dematerialization of shares your company has appointed M/s. Cameo Corporate
Services Limited, Chennai as Electronic Share Transfer Agent for providing electronic connectivity
with National Securities Depository Ltd. and Central Depository Services (India) Ltd. M/s.Cameo
Corporate Services Limited, Chennai is the Registrar and Share Transfer Agent (RTA) of the
company handling the dematerialization of shares, issue of duplicate share certificates, share
transfers (both electronic and physical), transmission of shares and transposition of shares, etc.

LISTING WITH STOCK EXCHANGES

Your company’s shares are listed in BSE LTD (Bombay Stock Exchange).The listing continued
throughout the year. Listing fees have been paid up to date.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134 of the Companies Act, 2013, the Directors
confirm that:

a) In the preparation of annual accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and have 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 the loss of the
Company for the year.

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

d) The Annual Accounts have been prepared on a ‘Going Concern’ basis.

e) The proper policies and procedures have been adopted for ensuring the orderly and efficient
conduct of its business, including adherence to code of conduct and policies, the safeguarding
of assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information and that
such policies and procedures are adequate and were operating effectively.

f) Proper systems are in place to ensure compliance of all laws applicable to the Company and
that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The norms/provisions of corporate governance is not applicable to your company as the Paid-up
Equity Capital is not exceeding ?10 Crores and Net Worth is not exceeding ? 25 Crores, as on
the last day of the previous financial year, i.e. 31st March 2024 as per Regulation 15(2) of SEBI
(Listing Obligations & Disclosures Requirement) Regulation, 2015. However as a matter of prudent
business practice certain essential details for the sake of shareholders are reported in a separate
Annexure F.

DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013

Pursuant to section 134 and any other applicable section of the Companies Act, 2013 (the Act),
following disclosures and information is furnished to the shareholders:

(a) Conservation of Energy, Technology absorption and Foreign Exchange Earnings and
Outgo is given in ‘Annexure C’ and forms part of the Board’s Report.

(b) Board meetings

The Board of Directors of your Company met 04 times during the year under review.

S.No.	Name	Number of Board Meetings held during the year 2023-24	Number of Board Meetings attended during the year 2023-24
1	Mr.C.Chandrachudan	4	4
2	Mr.K.Manoharan	4	4
3	Mr.Kanthimathinathan Chocalingam	4	4
4	Ms.Gayathri M N	4	4

(c) Particulars of Loans received from Directors and/or their relatives:

The company has not received any loans from any of its directors or their relatives during the
period under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS OR SECURITIES
PROVIDED UNDER SECTION 186 AND THE PURPOSE FOR WHICH THEY WOULD BE
UTILIZED BY THE RECIPIENTS. Section 134(3)(g)

Your Company has not lent any loan or made any investments or given any guarantees to
any other entity/ body corporate. As such no disclosure is required to be made in this Report
and also in the relevant Registers.

(d) Related Party Transactions

All related party transactions entered into by your Company during the financial year were at
arm’s length and were in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest
of the Company. Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013 is given below in Form AOC 2. None of the
Directors has any pecuniary relationships or transactions vis-a-vis the Company.

(e) Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under
Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure F to
this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There were no such orders passed during the year under review.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO FINANCIAL STATEMENTS

The Company has in place a financial control system designed to protect the interest of the
Company adequately and in ensuring the accuracy of the financial statements.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARIES/

ASSOCIATE COMPANIES/JOINT VENTURES AOC 1 - Not Applicable

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR; RULE 8(1) - Not
Applicable.

AOC - 2

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 INCLUDING JUSTIFICATION FOR ENTERING INTO
SUCH CONTRACTS.

1.	Details of contracts or arrangements or transactions not at arm’s length basis
	(a)	Name(s) of the related party and nature of relationship
	(b)	Nature of contracts/arrangements/ transactions
	(c)	Duration of the contracts / arrangements/transactions
	(d)	Salient terms of the contracts or arrangements or transactions including the value, if any	NIL
	(e)	Justification for entering into such contracts or arrangements or transactions
	(0	date(s) of approval by the Board
	(g)	Amount paid as advances, if any:
	(h)	Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

2.	Details of material contracts or arrangement or transactions at arm’s length basis
	(a) Name(s) of the related party and nature of relationship	Comus International 454, All wood Rd., Clifton New Jersey 07012 USA Comus Belgium BVBA Overhaamlaan 40 B-3700 Tongeren Belgium Comus Europe Limited Unit 7, Rice Bridge Industrial Estate Thorpe - le - Soken Essex, England C016 0HL Comus Technology BV Jan camperstraat 11 6416 SG Heerlen The Netherlands Gunther America Inc. 454, All wood Rd., Clifton New Jersey 07012 USA Comus International is the Parent Company. Comus Belgium, Comus Europe are direct subsidiary of Comus International. Gunther America is holding 61.22 % shares in STG Ltd. Gunther America is subsidiary of Comus International. Hence, STG is also subsidiary of Comus International.

	(b) Nature of contracts/arrangements/ transactions	Import / Export marketing agreement executed between the group companies. Raw materials are supplied dutyfree to STG Ltd by overseas group companies. STG Ltd converts the raw materials and supplies back finished goods to group companies. Payment to the overseas vendors of raw material is paid by overseas group companies directly and the raw material costs are adjusted against the sales invoices for finished goods of STG Ltd, barring a few exceptions when at times STG makes the payment directly to the vendor if the situation so warrants.
	(c) Duration of the contracts / arrangements/transactions	Contract termination is at will.
	(d) Salient terms of the contracts or arrangements or transactions including the value, if any:	As mentioned in Para-(b) above.
	(e) Date(s) of approval by the Board, if any:	The agreement is from the inception of STG Ltd.
	(f) Amount paid as advances, if any:	STG has not paid any advance to its group companies.

Disclosure in respect of related party-wise transactions is given under Note-35 in the Notes Forming
Part of Accounts.

ACKNOWLEDGEMENT

The directors thank authorities of Madras Export Processing Zone, Reserve Bank of India, State
Bank of India, HDFC Bank for the guidance and assistance rendered to the company and the
employees for their effort and co-operation.

For and on behalf of the Board

Place : Chennai C.CHANDRACHUDAN K.MANOHARAN

Date : 7th August, 2024 Managing Director Executive Director

---

Mar 31, 2015

The Board of Directors of your company presents their 27th Annual Report together with the audited accounts for the financial year ended 31st March 2015.

FINANCIAL RESULTS

Year ended Year ended 31.03.2015 31.03.2014 (Rs) (Rs)

Sales and other Income 189,773,472 165,149,751

Profit before interest and Depreciation 10,409,198 11,666,823

Interest -- --

Profit before depreciation 10,409,198 11,666,823

Depreciation 2,927,146 1,310,192

Profit before taxation and exceptional item 7,482,052 10,356,630

Exceptional item -- --

Profit before taxation after exceptional item 7,482,052 10,356,630 Provision for taxation

– Current tax 2,400,000 2,553,000

– Deferred tax 84,504 33,126

Profit / (Loss) after taxation and exceptional item 4,997,548 7,770,504

PERFORMANCE OF THE COMPANY

The Sales and other income during the year had considerably increased to Rs. 189.77 million compared to Rs. 165.15 million during the year ended 2014. Your company is proud to present much better result due to introduction of various cost cutting measures, productivity enhancement measures and scrap generation control measures.

Your company is also proud to present the financial figures without obtaining any debt waivers or otherwise, from its parent group to prepare the accounts on Going Concern basis, which was otherwise, customary practice in past. This itself will be proving the efficiency, effectiveness and pro-active commitment of the present management. The present management is confident of moving further forward to convert the company into profitable position.

AUDITOR'S QUALIFICATION

It is our pleasure to inform all the August Members that your auditors have not qualified any transaction. Your auditors have prepared and presented the accounts of the company as "Going Concern". The Leave Encashment and Gratuity Liability in respect of the employees of the company have been made on the basis of Actuarial Valuation as mandated under Accounting Standard AS 15.

HOLDING COMPANY DETAILS

Your Company is a Subsidiary of M/s. Gunther America Inc. which holds 61.22% of Equity shares in your company. Your Company doesn't have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS

The details pertaining to the Management Discussion and Analysis have been given as Annexure A to this Report.

FUTURE PROSPECTS/FINANCIAL POSITION

Your company has broken even and made profit. Your company continues to focus on the current good work being done on operational side, cost cutting measures and increasing the productivity. Your company is contemplating on adding new products in the product department proximity (sensor). Your company is also working out various measures to upgrade the machineries and equipment by adopting itself to latest technologies.

MANUFACTURING FACILITIES IN YOUR COMPANY

The company is into the manufacturing of Electronic components Reed Switches, Proximity Sensors, Ball Switches, etc.

In this regard the specialist machineries like automatic sealing machines called as Badalex and Semi-Automatic Sealing machines, Bihler Press, automatic and manual Plating line besides ancillary equipments are used in various process departments.

RESEARCH & DEVELOPMENT

No major Research and development activities are carried out. However, a little Research & Development is being done in the Badalex and Semi automatic department to keep pace with technological up-gradation.

INFORMATION SYSTEMS

Your Company has adequate and proper information systems in place and it has taken proper measures to safeguard all electronic data and information to the best possible level it can.

BUSINESS RESPONSIBILITY REPORT

The details pertaining to Business Responsibility have been given in Annexure B to this Report.

DEPOSITS

The Company has neither invited nor accepted any deposits during the year.

DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Robert P. Romano retires by rotation at the ensuing Annual General Meeting.

Pursuant to provisions of Companies Act, 2013 and Articles of Association of the Company, Ms. Mary Patricia Galasso retires at the ensuing AGM.

Pursuant to provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. A.Jeyaganesan Muthiah retires at the ensuing AGM.

Further, Mr. P. Ramesh- Managing Director having already completed his 1st Term of Appointment offers himself for reappointment as Managing Director of the Company for another term of 5 years being eligible for the same.

KEY MANAGERIAL PERSONNEL

Your Company has Mr. P. Ramesh, Managing Director in the category of Key Managerial Personnel as mandated by the provisions of Section 203 of the Companies Act, 2013. The Company is taking sincere efforts to appoint Whole Time Company Secretary and Chief Financial Officer to comply with the said provisions of the Act at the earliest, provided always subject to financial viability of your company. It will not be out of place to mention herein that company is literally reeling under financial stress. The company is not able to manage / ensure meticulous compliance of listing agreement due to financial constraints. That is the reason for your company to bring in the option of de-listing the equity shares of the company from Bombay stock exchange.

SECRETARIAL AUDIT REPORT

Your Company has appointed Ms. U. Veena Iyer, Company Secretary in Whole Time Practice vide Board Resolution as Secretarial Auditor of the Company to give Secretarial Audit Report for FY 2014-15. As per the provisions of section 204 of the Companies Act, 2013, the Secretarial Audit Report from Ms.U. Veen Iyer, Practicing Company Secretary has been obtained and the same is attached as Annexure F to this report.

STATUTORY AUDITORS

Statutory Auditors of the Company, M/s. M.L.Srinivasan & Associates, Chartered Accountants reappointment for FY 2015-16 is to be ratified at this Annual General Meeting as per the provisions of section 139 of the Companies Act, 2013. A certificate from the Auditors has been received to the effect that their Re-appointment, if made, would be within the prescribed limits.

COST AUDITOR

Your Company has appointed Mr.CMA.John D. Nevin as Cost Auditor of the Company under the provisions of the Companies Act, 2013 for FY 2014-15.They are required to submit the report to the Central Government within 180 days from the end of the accounting year.

AUDIT COMMITTEE

The Audit Committee of your company consisted of 02 Directors as at 31st March, 2015.

The Committee has reviewed the Accounts for the year ended March 31, 2015. The members of the Audit Committee are Mr. John D Rollo and Mr. P.Ramesh.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('Act'), your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report. This is in compliance with section 22 of the Act.

PERSONNEL

The industrial relations continued to remain cordial throughout the period.

DEPOSITORY SYSTEM

To facilitate the dematerialization of shares your company has appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic Share Transfer Agent for providing electronic connectivity with National Securities Depository Ltd. and Central Depository Services (India) Ltd. M/s.Cameo Corporate Services Limited, Chennai is handling the dematerialization of shares and share transfers – both electronic and physical.

LISTING WITH STOCK EXCHANGES

Your company's shares are listed in BSE Ltd. (Bombay Stock Exchange).The listing continued throughout the year and the listing fees due to date have been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and have 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 the Profit of the Company for the year.

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

d) The Annual Accounts have been prepared on a 'Going Concern' basis.

e) That the proper policies and procedures have been adopted for ensuring the orderly and efficient conduct of its business, including adherence to code of conduct and policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and that such policies and procedures are adequate and were operating effectively.

f) That proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Company's compliance of the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013

Pursuant to section 134 and any other applicable section of the Companies Act, 2013 (the Act), following disclosures and information is furnished to the shareholders:

(a) Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo 'Annexure C' to this Report gives information in respect of Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo, required under Section 134(3)(m) of the Companies Act, 2013, and forms a part of the Board's Report.

(b) Annual return

The extracts of the annual return as provided under sub section (3) of Section 92 of the Act is given in Form No. MGT 9 as 'Annexure D', attached and forms a part of this report.

(c) Board meetings

The Board of Directors of your Company met 09 times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

(d) Loans, Guarantees & Investments

Your Company has not lent any loan or made any investments or given any guarantees to any other entity/ body corporate. As such no disclosure is required to be made in this Report and also in the relevant Registers.

(e) Related Party Transactions

All related party transactions entered into by your Company during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee was obtained for those transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Attention of members is also drawn to the disclosure of transactions with related parties set out in Notes to Accounts in the Independent Auditors' Report forming part of the Annual Report. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

(f) Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure E to this Report. The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Compliance Officer, whereupon a copy would be sent.

(g) Risk Management

Your Company had formed a Risk Management Committee consisting of the Managing Director and other 2 Directors. The Committee identifies, evaluate business risks and opportunities. This Committee has formulated and implemented a policy on risk management to ensure that the company's reporting system is reliable and that the company complies with relevant laws and regulations. The Board of Directors of your Company are of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Your Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

(h) Nomination & Remuneration Policy for Senior Management

The details relating to ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2014-15 is given in 'Annexure E' attached and forms part of this Report.

(i) Financials

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of the report.

There are no qualifications, reservations or adverse remarks in the Auditors Report.

With respect to the qualifications made in the Secretarial Audit Report for the financial year 2014- 15, the Board wishes to offer the following clarifications with respect to each qualification

1. With respect to Appointment of Women Director, the company was under legal advice that it is not bound to have woman director as per the law. Accordingly company has replied vide its letter dated 25/03/2015 &15/04/2015 to Bombay Stock Exchange and letter dated 13/07/2015 to Registrar of Companies, Chennai.

Nevertheless, a woman director had been appointed on 17.06.2015

2. With respect to Appointment of Key Managerial Personnel, i.e. appointment of whole time Company Secretary and a Chartered Accountant as Chief Financial Officer, the Company is and has been on its best possible efforts to appoint them, subject to the financial viability of the company. However, as there are lot of practical difficulties in scouting for a candidate with suitable qualifications, experience and financial constraints faced by the company to offer to the proposed candidates, the appointment is yet to be made. However, the Board assures that this issue will be resolved at the earliest.

ACKNOWLEDGEMENT

The directors thank authorities of Madras Export Processing Zone, Reserve Bank of India, State Bank of India, HDFC Bank for the guidance and assistance rendered to the company and the employees for their effort and co-operation.

For and on behalf of the Board

Place : Chennai JOHN D.ROLLO

Date : 24th July 2015 Chairman

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Mar 31, 2014

Dear Members,

The Board of Directors of your company presents their 26th Annual Report together with the audited accounts for the financial year ended 31st March 2014.

FINANCIAL RESULTS

Year ended Year ended 31.03.2014 31.03.2013 (Rs. ) (Rs. )

Sales and other Income 165,149,751 118,279,557

Profit before interest and Depreciation 11,666,823 3,643,836

Interest - -

Profit before depreciation 11,666,823 3,643,836

Depreciation 1,310,192 1,306,298

Profit before taxation and exceptional item 10,356,630 2,337,538

Exceptional item - -

Profit before taxation after exceptional item 10,356,630 2,337,538

Provision for taxation

- Current tax 25,53,000 -

- Deferred tax 33,126 -

Profit / (Loss) after taxation and exceptional item 7,770,504 2,337,538

PERFORMANCE OF THE COMPANY

The Sales and other income during the year had considerably increased to Rs. 165.15 million compared to Rs. 118.28 million during the year ended 2013. Your company is proud to present much better result due to introduction of various cost cutting measures, productivity enhancement measures and scrap generation control measures.

Your company is also proud to present the financial figures without obtaining any debt waivers or otherwise, from its parent group to prepare the accounts on Going Concern basis, which was otherwise, customary practice in past. This itself will be proving the efficiency, effectiveness and pro-active commitment of the present management. The present management is confident of moving further forward to convert the company into profitable position.

AUDITOR''S QUALIFICATION

It is our pleasure to inform all the August Members that your auditors have not qualified any transaction. Your auditors have prepared and presented the accounts of the company as "Going Concern". The Leave Encashment and Gratuity Liability in respect of the employees of the company have been made on the basis of Actuarial Valuation as mandated under Accounting Standard AS 15.

FUTURE PROSPECTS

Your company has drawn out a strategic plan to increase the production of its products. Your company is also striving hard to increase its presence in the reed switches based sensor products in the global market.

However, these strategic plans gets hit due to extraneous factors which are beyond the control of your company i.e. severe recession in the European market on one hand which results in near negligible order position, wherein your company''s products are marketed and severe shortage of electricity inside the MEPZ wherein your company is located. This apart, the volatile upward increase in the cost of raw materials which mainly consists of gold and rhodium is leaving a huge adverse impact.

Despite the above obstacles, your company is committed to increase its production and presence in the global market in the near future.

DEPOSITS

The Company has neither invited nor accepted any deposits during the year.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. John D. Rollo retires by rotation at the ensuring Annual General Meeting.

PARTICULARS OF EMPLOYEES

There were no employees within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

The Compliance Certificate under Section 383A of the Companies Act, 1956 from Mr.G.Sreenivasa Rao, Practicing Company Secretary is annexed to this report.

AUDITORS

Auditors of the Company, M/s. M.L.Srinivasan & Associates, Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PERSONNEL

The industrial relations continued to remain cordial throughout the period.

DEMATERIALISATION OF SHARES

To facilitate the dematerialization of shares your company has appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic Share Transfer Agent for providing electronic connectivity with National Securities Depository Ltd. and Central Depository Services (India) Ltd. Cameo Corporate Services Limited, Chennai is handling the dematerialization of shares and share transfers - both electronic and physical.

LISTING WITH STOCK EXCHANGES

Your company''s shares are listed in BSE Ltd. (Bombay Stock Exchange). The listing continued throughout the year and the listing fees due to date have been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed.

2. The Directors had selected such accounting policies and have 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 the Profit of the Company for the year.

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

4. The Directors had prepared the annual accounts on a ''Going Concern'' basis.

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

The information required under Sec.217 (1)(e) of the Companies Act, 1956 and rules framed there under relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure, forming part of this report.

ACKNOWLEDGEMENT

The directors thank authorities of Madras Export Processing Zone, Reserve Bank of India, State Bank of India, HDFC Bank for the guidance and assistance rendered to the company and the employees for their effort and co-operation.

For and on behalf of the Board

Place : New Jersey, USA JOHN D.ROLLO Date : 30th May 2014 CHAIRMAN

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Mar 31, 2012

The Board of Directors of your company presents their 24th Annual Report together with the audited accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS Year ended Year ended 31.03.2012 31.03.2011 (Rs.) (Rs.)

Sales and other Income 126,813,072 99,602,571

Profit before interest and Depreciation 4,408,916 1,184,638

Interest - -

Profit before depreciation 4,408,916 1,184,638

Depreciation 1,309,413 1,248,653

Profit before taxation and exceptional item 3,099,502 (64,015)

Exceptional item - -

Profit before taxation after 3,099,502 (64,015) exceptional item

Provision for taxation

- Current - -

- Fringe benefit tax - -

Profit/(Loss) after taxation and 3,099,502 (64,015) exceptional item

PERFORMANCE OF THE COMPANY

The Sales and other income during the year had considerably increased to 126.81 million compared to 99.60 million during the year ended 2011. Your company is proud to present much better result due to introduction of various cost cutting measures, productivity enhancement measures and scrap generation control measures.

Your company is also proud to present the financial figures without obtaining any debt waivers or otherwise, from its parent group to prepare the accounts on Going Concern basis, which was otherwise, a customary practice in past. This itself will be proving the efficiency, effectiveness and pro-active commitment of the present management. The present management is confident of moving further forward to convert the company into profitable position in near future.

AUDITOR'S QUALIFICATION

It is our pleasure to inform all the August Members that your auditors have not qualified any transaction. Your auditors have prepared and presented the accounts of the company as "Going Concern". The Leave Encasement and Gratuity Liability in respect of the employees of the company have been made on the basis of Actuarial Valuation as mandated under Accounting Standard AS-15.

FUTURE PROSPECTS

Your company has drawn out a strategic plan to increase the production of its products. Your company is also striving hard to increase its presence in the Reed Switches based sensor products in the global market.

However, these strategic plans gets hit due to extraneous factors which are beyond the control of your company i.e. severe recession in the European market on one hand which results in near negligible order position, wherein your company's products are marketed and severe shortage of electricity inside the MEPZ wherein your company is located. This apart, the volatile upward increase in the cost of raw materials which mainly consists of Gold and Rhodium is leaving a huge adverse impact.

Despite the above obstacles, your company is committed to increase its production and presence in the global market in the near future.

SHARE REDUCTION

Your company had initiated the process of proportionate reduction of equity and zero coupon preferential shares in the year 2011, to get rid of the chronic carried forward losses, so that your company could secure/mobilize the funds from the market.

However, your company was given the legal & financial advise to stop the process in view of highly volatile exchange fluctuation and volatile economic scenario. Accordingly, your company had stopped and withdrawn the process of getting approval of statutory and judicial authorities.

DEPOSITS

The Company has neither invited nor accepted any deposits during the year.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Robert P. Romano retires by rotation at the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

There were no employees within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

The Compliance Certificate under Section 383A of the Companies Act, 1956 from Mrs. K.J. Lakshmi, Practicing Company Secretary is annexed to this report.

AUDITORS

Auditors of the Company, M/s. M.L. Srinivasan & Associates, Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PERSONNEL

The industrial relations continued to remain cordial throughout the period.

DEMATERIALISATION OF SHARES

To facilitate the dematerialization of shares your company has appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic Share Transfer Agent for providing electronic connectivity with National Securities Depository Ltd. and Central Depository Services (India) Ltd. Cameo Corporate Services Limited, Chennai is handling the dematerialization of shares and share transfers - both electronic and physical.

LISTING WITH STOCK EXCHANGES

Your company's shares are listed in Mumbai Stock Exchange. The listing continued throughout the year and the listing fees due to date have been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed.

2. The Directors had selected such accounting policies and have 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 the Profit of the Company for the year.

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

4. The Directors had prepared the annual accounts on a 'Going Concern' basis.

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

The information required under Sec.217 (1)(e) of the Companies Act, 1956 and rules framed there under relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Notes, forming part of this report.

ACKNOWLEDGEMENT

The directors thank authorities of Madras Export Processing Zone, Reserve Bank of India, State Bank of India, HDFC Bank for the guidance and assistance rendered to the company and the employees for their effort and co-operation.

For and on behalf of the Board

JOHN D. ROLLO CHAIRMAN

Place : New Jersey, USA Date : 30th May 2012

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Mar 31, 2010

The Board of Directors of your company presents their 22nd Annual Report together with the audited accounts for the financial year ended 31st March 2010.

FINANCIAL RESULTS Year ended Year ended

31.03.2010 31.03.2009

(Rs.) (Rs.)

Sales and other Income 65,951,903 107,625,397

Profit before interest and depreciation 1,235,378 1,597,600

Interest -- --

Profit before depreciation 1,235,378 1,597,600

Depreciation 1,565,383 1,616,952

Profit before taxation and exceptional item (330,005) (19,353)

Exceptional item -- -- Profit before taxation after exceptional item (330,005) (19,353)

Provision for taxation

- Current -- --

- Fringe benefit tax -- 175,067

Profit / (Loss) after taxation and exceptional item (330,005) (194,420)



PERFORMANCE OF THE COMPANY

The Sales and other income during the year was marginally down at Rs. 65.95 million compared to Rs. 107.63 million during the year ended 2009. This was because of the severe market recession globally and domestically. Despite the tough recession time, your company is proud to present much better position, in that, with the help of cost cutting measures, productivity enhancement measures and scrap generation control measures being in place, the company could still post a profit before depreciation at Rs. 1.23 million.

Your company is also proud to present the financial figures without obtaining any debt waivers or otherwise, from its parent group to prepare the accounts on Going Concern basis, which was otherwise, customary practice in past. This itself will be proving the efficiency, effectiveness and pro-active commitment of the present management. The present management is confident of moving further forward to convert the company into profitable position.

AUDITORS QUALIFICATION

It is the pleasure to inform all the August Members that your auditors have not qualified any transaction. Your auditors have prepared and presented the accounts of the company as “Going Concern”. The Leave Encashment and Gratuity Liability in respect of the employees of the company have been made on the basis of Actuarial Valuation as mandated under Accounting Standard AS 15.

FUTURE PROSPECTS

It is again a pleasure to inform all the August Members that, operational performance of the company has been much satisfactory given against the back drop of extreme recession. Though sales turn over has been comparatively lesser, comparing previous financial year, however, company could still ensure posting positive operational results. This could be achieved due to intense and dedicated cost cutting drive besides other measures resorted to by the present management.

The Management is taking various steps to improve the profitability of the company. However due to stiff competition and global uncertainties, the company is affected and it is expected that it will take a couple of years for the company to make reasonable and sizeable profits.

The Management is finding difficult to mobilize loans, etc. from the bank due to appearance of the carried forward losses in the Balance Sheet which in result depicts STG as a loss making company, despite posting operational profits. The Management is therefore contemplating the ways and means to get out of this impasse which among others includes contemplating the scheme of arrangement as provided in the Companies Law in vogue.

The Management is in constant touch with its consultants in this regard. If Management succeeds in getting out of this impasse, the Company will be in a better position to mobilize funds towards Capital Loan / Working Capital and accordingly it can render much better operational results, which is otherwise posing as a constrain in enhancement of business / productivity.

DEPOSITS

The Company has neither invited nor accepted any deposits during the year.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.John D Rollo retires by rotation at the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

There were no employees within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

The Compliance Certificate under Section 383A of the Companies Act, 1956 from Mrs.K.J.Lakshmi, Practicing Company Secretary is annexed to this report.

AUDITORS

The Auditors of the Company, M/s. R Subramanian and Company, Chartered Accountants, Chennai retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

PERSONNEL

The industrial relations continued to remain cordial throughout the period.

DEMATERIALISATION OF SHARES

To facilitate the dematerialization of shares your company has appointed M/s. Cameo Corporate Services Limited, Chennai as Electronic Share Transfer Agent for providing electronic connectivity with National Securities Depository Ltd. and Central Depository Services (India) Ltd. Cameo Corporate Services Limited, Chennai is handling the dematerialization of shares and share transfers – both electronic and physical.

LISTING WITH STOCK EXCHANGES

Your companys shares are listed in Mumbai Stock Exchange. The listing continued throughout the year and the listing fees due to date have been paid.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed.

2. The Directors had selected such accounting policies and have 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 the Loss of the Company for the year.

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

4. The Directors had prepared the annual accounts on a ‘Going Concern’ basis.

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

The information required under Sec.217 (1)(e) of the Companies Act, 1956 and rules framed there under relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure, forming part of this report.

ACKNOWLEDGEMENT

The directors thank authorities of Madras Export Processing Zone, Reserve Bank of India, State Bank of India, HDFC Bank for the guidance and assistance rendered to the company and the employees for their effort and co-operation.

For and on behalf of the Board

Place : New Jersey, USA JOHN D.ROLLO

Date : 30th May 2010 CHAIRMAN