Directors Report of S M Energy Teknik & Electronics Ltd.

Mar 31, 2015

Dear members,

Your Directors present their 32nd Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

FINANC|AL RESULTS (Amt. in '000)

2014-2015 2013-2014 (12 months) (12 months)

Total Income 1,800 1,800

Profitless) before Depreciation & Tax 76 759

Less: Depreciation 1,987 1,210

Less : Prior Period Expenses/tax of earlier years - -

Profit/(loss) after depreciation and before tax (1,911) (451)

Deferred Tax 396 3,038

Profit/(Loss) after Tax (1,515) (3,489)

DIVIDEND

Your Directors regret that due to accumulated losses, no dividend could be recommended for the year.

RESERVES

Since the company has accumulated losses, no amount has been transferred to Reserves.

FINANCIAL SUMMARY OR HIGHLIGHTS

In the financial year 2014-15, the Company has incurred losses of Rs. 1,515 thousands as against Rs.3,489 thousands in the previous year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

There were no loans or guarantees given or any investments made during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms-length basis.

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

The Company did not have any major power and fuel consumption during the year under consideration. No foreign exchange earnings and expenditure were made during the year under consideration. And hence the company has nothing to report as an annexure required under rule 8(3) of Companies (Accounts) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:-

(i) In the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 accounting year and of the loss of the company for that year;

(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, 2013 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

(v) 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.

(vi) The Directors have devised proper system to ensure compliance with the provision of all applicable loss and that such systems were adequate and operating effectively. MANAGEMENT DISCUSSION & ANALYSIS The management Discussion and analysis report forms part of the Directors report and is annexed herewith.

DEPOSITS

The Company has not accepted/renewed any deposits during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Gordhanlal Phalaore, Executive Director of the Company retires by rotation and being eligible offered himself for reappointment.

Mr. Jeetendra B Wala, an Independent Director, has stepped down from the Board w.e.f. from 26th September, 2014 and Mr. Vinayak K Sawant was appointed as an additional Independent Director on 26th September, 2014. Your directors seek member's approval for his appointment as the Independent Director, not liable to retire by rotation.

Ms Vaishali Shetty Oza was appointed by the Board as an Additional Independent/Woman Director w.e.f. 19th March, 2015. Your directors seek member's approval for her appointment as the Independent Director, not liable to retire by rotation.

Also, the Company is yet to comply with Section 203 of the Companies Act 2013 regarding non appointment of Key managerial personnel- Company Secretary and CFO.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND AUGUST 12, 2015 (DATE OF THE REPORT)

There are no material changes and commitments to report affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the 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 are no material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future except the order of suspension passed by The Bombay Stock Exchange Ltd (BSE) suspending the trading of shares in BSE against which the company has preferred an application for revocation and the same is under consideration by BSE.

DETAILS OF HOLDING/SUBSIDIA RIES/JOIN T VENTURE/ASSOCIATE COMPANY;

The Company also has no subsidiaries/joint venture/associate company. The company is not subsidiary of any other body corporate. There have been no changes in the status as above.

AUDITORS

Koshal & Associates, Chartered Accountants (Firm Regn. No. 121233W), existing auditors of the company were appointed for a period of two (2) years by the members of the company.to hold office from the conclusion of this Annual General Meeting until the conclusion of the 34th Annual General Meeting of the company, to audit the accounts for two consecutive financial years beginning on 1st April, 2015 and ending on 31st March, 2017 on such remuneration as shall be fixed by the Board of Directors in consultation with the Auditors.

Remarks made by the auditors in their report read with notes to accounts thereon are self explanatory.

SECRETARIAL AUDIT REPORT

The Board appointed M/s. Nilesh A Pradhan & Co, Practicing Company Secretaries to conduct Secretarial Audit for F.Y. 2014- 15. The Secretarial Audit Report is annexed herewith.

The remarks made by the Secretarial Auditor are self explanatory. The Company could not comply with certain requirements due to continued dislocation in the administrative set up of the company. The Board is taking all remedial measures to set right the deficiencies and comply with non compliances herewith.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are required to be provided in the Annual Report. However there were no employees who were in receipt of remuneration for which details need to be disclosed.

SHARE CAPITAL:

During the financial year there was no change in the Share Capital of the Company.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form No. MgT - 9 is annexed herewith.

BOARD OF DIRECTORS MEETING:

During the year ended 31st March, 2015, the Company had Seven (07) Board Meetings and the gap between the two meetings of the Board is as per Companies Act, 2013. The following dates, namely 30th April, 2014, 30th May, 2014, 12th August, 2014, 26th September, 2014, 14th November, 2014, 13th February, 2015 and 19th March, 2015.

COMMITTEES OF BOARD:

Following are the various Committees formed by Board:

Audit Committee

Nomination & Remuneration Committee Stakeholder Relationship Committee The details of the composition of committees, its roles and responsibility along with number of meetings held are given in the Report of Corporate Governance.

As the Company is loss making Corporate Social Responsibility Committee (CSR) and policy is not applicable.

REMUNERATION POLICY :

The remuneration policy, takes into account the circumstance of business so as to attract and retain quality talent and leverage performance significantly.

Remuneration of the Executive Director is determined by the Board, on the recommendation of the Nomination & Compensation Committee which is subject to the approval of the shareholders.

Non-Executive Directors are also entitled to sitting fees for attending meetings of the Board and Committees thereof the quantum of which is determined by the Board. However, No sitting fees was paid to Non-Executive Directors, for any meeting of the Board, Audit Committee, Independent Directors Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee.

PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation. The Board has evaluated performance of all the Directors and expressed its satisfaction. Evaluation procedure covered Board's functioning such as adequacy of the size and composition of the Board and its Committees to ensure diversity and adequate skills in the best interest of the Company as a whole.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

A well informed familiarized Board member can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors are updated on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.

DISCLOSURES:

i. Whistleblower Policy

The Company has a Whistleblower Policy to report genuine concerns and grievances. The same is explained in the Corporate Governance Report. The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

ii. Prevention of Sexual harassment Policy

During the year 2014-15, No Complaints were received by the Company relating the sexual harassment.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank and acknowledge with gratitude the co-operation and assistance received from various Government Authorities, Professionals and other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust and confidence reposed by the Shareholders of

On behalf of the Board For SM ENERGY TEKNIK & ELECTRONICS LTD

DILIP PIMPARKAR GORDHANLAL PHALORE DIRECTOR EXECUTIVE DIRECTOR DIN :01563979 DIN : 06360979

Place: Mumbai Date: 12th August, 2015

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Mar 31, 2014

To the Members,

The Directors present their 31 st Annual Report together with the Audited Accounts for the year ended 31 st March, 2014. FINANCIAL RESULTS

(Rs. in Thousands) 2013-2014 2012-2013 (12 months) (9 months)

Total Income 1,800 4,377

Profit/(loss) before Depreciation & Tax 728 524

Less: Depreciation 1,210 926

Less: Prior Period Expenses/tax of earlier years - -

Profit/(loss) after depreciation and before tax (451) (402)

Deferred Tax 3,038 -

Profit/(Loss) after Tax 3,498 402

MANAGEMENT DISCUSSION AND ANALYSIS PERFORMANCE

Total Income for the year has been Rs. 1,800 thousands as against Rs. 4,377 thousands in the previous period. The operations for the year under review have resulted into loss of Rs. 3,498 thousands as against loss of Rs. 402 thousands in the previous period

INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK INDUSTRIAL SCENARIO

The Company''s performance continued to be affected on account of suspension of industrial activity at the factory consequent to closure of the unit.

APPROVAL FOR SALE OF UNDERTAKING In pursuance of the approval from the shareholders in the Annual General Meeting held on 10th October, 2012, the Board after careful scrutiny of the offers received for sale of undertaking of the Textile Machinery Division at Baroda has entered in to an MOU with a leading machinery manufacturer for sale of Textile Machinery Division. The residual formalities with regard to completion of the sale are under progress. The proceeds of the sale utilized for clearance of the residual liabilities of the company with an intention to make the company totally debt and liability free. The Board hopes that this would pave way for an efficient platform for commencement of the new business being proposed by the Board.

COMMENCEMENT OF NEW BUSINESS The Board has taken further steps in commercially entering in to the business of Industrial Estate Development as well as redevelopment of realty projects. The Board is hopeful that in the ensuing years these businesses will gather swift momentum which would result in facilitating revival of the company''s financial position.

ADEQUACY OF INTERNAL CONTROL The Company has a proper and adequate system of internal control to ensure that all activities are monitored and controlled and all systems are safeguarded and protected.

The Company adheres to all internal controls and policies as well as compliance of all applicable regulations.

The Audit Committee of the Board of Directors reviews the adequacy of controls.

DIVIDEND

In view of loss, the directors are unable to declare any dividend for the year. .

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Jeetendra B Wala retires by rotation and being eligible, offers himself for reappointment.

DEPOSITS

The Company has not accepted/renewed any deposits during the year.

EMPLOYEES RELATIONS

The Board of Directors wishes to express its appreciation to all the employees of the Company for their wholehearted support

and co-operation to the Company during the period. The relationship between the employees and the Management remained cordial throughout the year under review.

HUMAN RESOURCE DEVELOPMENT The Company has a team of able and experienced professionals. The Board is hopeful that this team will lead the Company fora better and fruitful future.

AUDITORS

Necessary resolution for adoption is being moved separately in this ensuing Annual General Meeting.

In so far as the Audit Report for the period ending 31st March, 2014 is concerned, the accounts of the Company read with the notes thereon are self explanatory to the comments made by the Auditors.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms that: -

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period/year and of the loss of the company for that period/year;

(iii) the Directors had 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 had prepared the Annual Accounts on a going concern basis.

STATUTORY INFORMATION

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and forms part of this Report.

None of the employees are drawing salary in excess of the limit specified, whose particulars are required to be included in the Directors'' Report as required under Section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been appended.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is attached to this report.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciation for the support and co-operation received from various Government Authorities, Banks, Textile Machinery Manufacturers Association, Engineering Export Promotion Council and other Agencies during the period under review.

On behalf of the Board SM ENERGY TEKNIK & ELECTRONICS LTD.

DILIP PIMPARKAR GORDHANLAL PHALORE DIRECTOR DIRECTOR

Place: Mumbai Date : 30th May, 2014

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Mar 31, 2013

To the Members,

The Directors present their 30th Annual Report together with the Audited Accounts for the period/year ended 31st March, 2013.

(Rs. in Thousands) FINANCIAL RESULTS 2011-2013 2000-2012 (9 months) (15 months)

Total Income 4,377 49,633 Profit/(loss) before Depreciation & Tax 524 (3,357)

Less: Depreciation 936 2,043

Less : Prior Period Expenses/tax of earlier years - 6,590

Profit/(loss) after depreciation and before tax (402) (12,191)

Profit/(Loss) after Tax (402) (12,191)

MANAGEMENT DISCUSSION AND ANALYSIS PERFORMANCE

Total Income for the period has been Rs. 4,377 thousands as against Rs. 49,633 thousands in the previous period. The operations for the period under review have resulted into loss of Rs. 402 thousands as against loss of Rs. 12,191 thousands in the previous period

INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK INDUSTRIAL SCENARIO

The Company''s performance continued to be affected on account of uncertainty in the economy in general.

APPROVAL FOR SALE OF UNDERTAKING

In pursuance of the approval from the shareholders in the Annual General Meeting held on 10''" October, 2012, the Board after careful scrutiny of the offers received for sale of undertaking of the Textile Machinery Division at Baroda has entered in to an MOU with a leading machinery manufacturer for sale of Textile Machinery Division. The residual formalities with regard to completion of the sale are under progress. The proceeds of the sale are being utilized for clearance of the residual liabilities of the company with an intention to make the company totally debt and liability free. The Board hopes that this would pave way for an efficient platform for commencement of the new business being proposed by the Board.

COMMENCEMENTOFNEWBUSINESS

The Board has taken further steps in commercially entering in to the business of Industrial Estate Development as well as redeveloping of realty projects. The Board is hopeful that in the ensuing years these businesses will gather shift momentum which would result in facilitating revival of the company''s financial position.

CAPITAL AND BORROWING

The company has also received Listing Approval dated 18th July, 2013 from the Bombay Stock Exchange Ltd. (BSE) for allotment of 57,32,000 equity shares of Rs. 10/- each at par to the promoters and its associates in pursuance of the In-Principle approval obtained from BSE for issue of said shares to the promoters and its associates on preferential basis as per exemption order granted by the SEBI. Necessary other formalities with the statutory authorities are under process

ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control to ensure that all activities are monitored and controlled and all systems are safeguarded and protected.

The Company adheres to all internal controls and policies as well as compliance of all applicable regulations.

The Audit Committee of the Board of Directors reviews the adequacy of controls.

DIVIDEND

In view of loss, the directors are unable to declare any dividend for the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Sunil Rao retires by rotation and being eligible, offers himself for reappointment.

DEPOSITS

The Company has not accepted/renewed any deposits during the year

EMPLOYEES RELATIONS

The Board of Directors wishes to express its appreciation to all the employees of the Company for their wholehearted support and co- operation to the Company during the period. The relationship between the employees and the Management remained cordial throughout the period under review.

HUMAN RESOURCE DEVELOPMENT

The Company has a team of able and experienced professionals. The Board is hopeful that this team will lead the Company for a better and fruitful future.

AUDITORS

Necessary resolution for adoption is being moved separately in this ensuing Annual General Meeting.

In so far as the Audit Report for the period ending 31 st March, 2013 is concerned, the accounts of the Company read with the notes thereon are self explanatory to the comments made by the Auditors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms that: -

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the loss of the company for that period/year;

(lii) the Directors had 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 had prepared the Annual Accounts on a going concern basis.

STATUTORY INFORMATION

The information required under Section 217 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and forms part of this Report.

None of the employees are drawing salary in excess of the limit specified, whose particulars are required to be included in the Directors'' Report as required under Section 217 (2A) of the CompaniesAct, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been appended

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is attached to this report.

ACKNOWLEDGMENT

Your Directors wish to acknowledge their appreciation for the support and co-operation received from various Government Authorities, Banks, Textile Machinery Manufacturers Association, Engineering Export Promotion Council and other Agencies during the period under review.

On behalf of the Board

SM ENERGY TEKNIK & ELECTRONICS LTD



DILIP PIMPARKAR GORDHANLAL PHALORE

DIRECTOR DIRECTOR

Place: Mumbai

Date: 31 st July, 2013

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Mar 31, 2010

The Directors present their 27th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Thousands)

2009-2010 2008-2009

Total Income 73,317 71,549

Profit / (Loss) before Depreciation & Tax 1,628 (3,373)

Less: Depreciation 1,728 1,880

Less : Prior period adjustments 64 -

Profit/(Loss) after depreciation and before tax (164) (5,253)

Fringe Benefit Tax - 125

Profit/(Loss) after Tax (164) (5,378)

MANAGEMENT DISCUSSION AND ANALYSIS

PERFORMANCE

Total Income for the year has been Rs. 73,317 thousands as against Rs.71,549 thousands in the previous year. The operations for the year under review have resulted into loss of Rs. 164 thousands as against loss of Rs.5,378 thousands in the previous year.

INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK

INDUSTRIAL SCENARIO

The positive growth especially in the textile machinery segment continues to give comfort to the company. This is already reflected in the Companys performance for the year under review. In addition, the Company has already identified other areas of operations. Upon freezing the options, the Board will take appropriate decision in the best interest of the Company. The Board has also taken initiative to reduce the overhead expenses of the Company. These are reflected in the financial performance results.

CAPITAL & BORROWING

The Company had received advances against shares application money amounting to Rs.57,320 thousands. At the Annual General Meeting held on 26th September 2007, the Company had passed a Special Resolution for allotment to its Promoters and their Associates of 57,32,000 equity shares of Rs.10/- each at par value ranking pari pasu in all respects including as to the dividend with existing equity shares of the Company.

Thereafter, upon application made by the acquirers for exemption from complying with the provision of Regulation 11(1) of Securities & Exchange Board of India (SEBI) for Substantial Acquisition of Shares and Take Over Regulation, 1997 with regard to the proposed preferential allotment of the equity shares, the Security Exchange Board of India (SEBI) has granted the said exemption to the acquirers vide its order dated August 11, 2008. The company is in the process of allotment of the shares on preferential basis subject to the various other regulatory permissions which are under process.

ADEQUACY OF INTERNAL CONTROL

The Company has a proper and adequate system of internal control to ensure that all activities are monitored and controlled and all systems are safeguarded and protected.

The Company adheres to ail internal controls and policies as well as compliance of all applicable regulations.

The Audit Committee of the Board of Directors reviews the adequacy of controls.

DIVIDEND

In view of loss, the directors are unable to declare any dividend for the year.

DIRECTORS

Mr Dilip Pimparkar, Director, retires from office by rotation and being eligible offers himself for re-appointment.

DEPOSITS

The Company has not accepted/renewed any deposits during the year. EMPLOYEES RELATIONS

The Board of Directors wishes to express its appreciation to all the employees of the Company for their wholehearted support and co- operation to the Company during the year. The relationship between the employees and the Management remained cordial throughout the year under review.

HUMAN RESOURCE DEVELOPMENT

The Company has a team of able and experienced professionals. The Company employs 48 employees and provides personal development opportunities. AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, Auditors, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received certificate from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The remarks made in Audit Report and notes thereon are self-explanatory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms that :-

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 loss of the company for that year;

(iii) the Directors had 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 had prepared the Annual Accounts on a going concern basis.

STATUTORY INFORMATION

The information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto and forms part of this Report. None of the employees are drawing salary in excess of the limit specified, whose particulars are required to be included in the Directors Report as required under Section 217 (2A) of the Companies Act, 1956. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance has been appended. COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding - ympiiance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements is attached to this report.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciatr. . for the Super and co-operation received from various Government Authorites Textile Machinery Manufacturers Association. Engineering Export Promotion Council and other Agencies during the year under review.

On behalf of the Board SM ENERGY TEKNIK & ELECTRONICS LIMITED



Place : Mumbai V. R. BALACHANDRA

Date : 30th July, 2010 Managing Director