Directors Report of Sat Industries Ltd.

Mar 31, 2018

The Directors of your Company have pleasure in presenting the Thirty third (33rd) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2018.

01. FINANCIAL RESULTS

The Company''s performance during the year as compared with the previous year is summarized below :

Stand Alone

(Rs. in lakhs)

Particulars	2017-2018	2016-2017
Total Revenue	5,191.95	4,795.82
Profit/Loss(-) before Tax, Interest, Depreciation and Exceptional Items	589.15	226.54
Interest	22.42	2.15
Depreciation	14.01	8.66
Profit/(Loss) before Tax and exceptional Items	552.72	215.73
Less: Tax Expense	103.69	16.73
Profit/(Loss) after Tax	449.03	199.00
Exceptional Items	0	1,167.13
Net Profit/(Loss) for the year	449.03	1,366.13

Consolidated

(Rs. in lakhs)

Particulars	2017-2018	2016-2017
Total Revenue	10,183.53	9,711.25
Profit before Tax and after exceptional items	809.85	2,155.75
Less: Tax Expense	109.22	72.10
Profit/(Loss) after Tax	700.63	2,083.65
Net Profit/(Loss) for the year after Shares of Profit/ (Loss) of Associates and Minority Interest	698.37	2,084.13

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013. The financial statements have also been prepared in accordance with the relevant presentation requirements of the Companies Act, 2013. The Company adopted Ind AS from 1st April, 2017.

Up to the year ended 31st March, 2017, the Company prepared its financial statements in accordance with the requirements of previous Generally Accepted Accounting Principles (GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006. These are the Company''s first Ind AS financial statements. The date of transition to Ind AS is 1st April, 2016. Details of the exceptions and optional exemptions availed by the Company and principal adjustments along with related reconciliations are detailed in Note 39 (First-time Adoption) to the Notes to Financial Statement.

02. STATE OF COMPANY''S AFFAIRS:

The Company is engaged in the business of general trading of merchandise, leasing of assets and financing. During the year the Company recorded a total revenue of Rs. 5,191.95 lakhs against Rs. 4,795.82 lakhs in corresponding previous year and earned a net profit of Rs. 449.03 Lakh (pr.yr. 1,366.13 Lakh) after providing for depreciation and tax.

03. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments 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.

04. DIVIDEND:

Based on the Company''s better performance, the Directors are pleased to recommend a maiden dividend of Re. 0.10 (5%) per equity share of Rs. 2/- each for the Financial Year 2017-18 subject to declaration of the same by the Members at the ensuing Annual General Meeting.

05. CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company.

06. LISTING OF SHARES:

The Equity Shares of the Company are listed on the

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fee for the year 20182019, has been paid.

07. SHARE CAPITAL:

During the year under report, the issued, subscribed and paid up capital of the Company increased from Rs.19,60,00,000/- divided into 9,80,00,000 Equity Shares of Rs. 2/- each to Rs. 21,60,00,000/- divided into 10,80,00,000 of Rs. 2/- each with the allotment of 1,00,00,000 equity shares upon conversion of the warrants.

The above shares have been listed by the BSE Limited.

08. SUBSIDIARIES AND ASSOCIATES:

The Company has five subsidiaries (four Indian and one foreign subsidiary) as on March 31, 2018 namely:

1. Sah Polymers Limited (Material Subsidiary);

2. Italica Furniture Private Limited;

3. Italica Ventures Private Limited;

4. Aeroflex International Limited;

5. Italica Global FZC, UAE; and an associate viz. Genext Students Private Limited

During the year the Company made further investment of Rs. 486 Lakhs in Sah Polymers Limited, to increase its stake from 89.43 % to 91.79%.

A Statement containing the salient features of the financial statement of the subsidiaries and associate, in the prescribed Form AOC-1 pursuant to Section 129 of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014 is forming part of this Report.

09. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report vide Annexure -"A"

10. PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Harikant Turgalia, Whole-time Director (DIN: 00049544), retires by rotation at the 33rd Annual General Meeting, and being eligible, offers himself for re-appointment.

During the year, Mr. Sunil Mithalal Jain (DIN: 03398788) and Mr. Nikhil Khanderao Raut (DIN: 06653335) were re-appointed as independent directors of the Company for a second term of 5 (five) consecutive years from 1st October, 2017 to 30th September, 2022.

b) KEY MANAGERIAL PERSONNEL :

During the year there was no change in the Company''s Key Managerial Personnel.

None of the Directors and Key Managerial Personnel is in any way related to each other, except Mrs. Shehnaz D. Ali and Mr. Asad Daud who are related to each other as a mother and son.

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013:

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

a) The information required under Rule 8 of the

Companies (Accounts) Rules, 2014 read with Section 134(3) of the Companies Act, 2013 relating to conservation of energy and technology absorption is not being given since your Company is not engaged in manufacturing activity.

b) Earning and outgo in foreign exchange :

2017-18 2016-17

(i) Earnings Nil Nil

(ii) Outgo Rs. 34,04,000/- 23,52,147/

14. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that :

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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; and

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.

15. AUDITORS:

Through ordinary resolution no. 3 passed at the 32nd Annual General meeting held on 29th September, 2017, the existing auditors M/S. Sampatilal Bohara & Co., Chartered Accountants, (FRN: ICAI FRN: 003324C) were appointed as statutory Auditors of the Company for a term of five years commencing from the conclusion of Thirty Second Annual General meeting up to the conclusion of Thirty Seventh Annual General Meeting subject to ratification of the same at every annual general meeting.

In view of the omission of the first proviso to subsection (1) of the section 139 of the Companies Act, 2013, vide notification no. S.O. 1833(E), dated May 7, 2018, the appointment of the Auditors is not required to be ratified by the members of the Company at every Annual General Meeting.

To bring the appointment of the Auditors in consonance with the amended provision, for the remaining period i.e. from the conclusion of the 33rd Annual General Meeting up to the conclusion of the 37th Annual General Meeting, the said resolution requires partial modification -by deletion of the words requiring ratification at every Annual General Meeting, to conduct audit for the financial year 2018-19, 2019-2020, 20202021 and 2021-2022.

The Board recommend the same for consideration at the ensuing annual general meeting.

16. FRAUDS AGAINST THE COMPANY:

The auditors have not reported frauds under sub-section (12) of section 143 of the Companies Act, 2013.

17. QUALIFIACTION IN THE AUDITORS'' REPORT - BOARD''S COMMENTS OR EXPLANATIONON:

The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.

18. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is attached herewith (Annexure-"B").

19. CORPROATE GOVERNANCE:

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Report as Corporate Governance Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Report as Annexure- "C"

21. CEO/CFO CERTIFICATE:

Chief executive officer and Chief financial officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Report as

Annexure- "D" 22. NUMBER OF MEETINGS OF THE BOARD:

During the year, Seven (7) Board Meetings were held, details of which are given in the Corporate Governance Report.

23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with any person including persons covered under sub - section(1) of section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s Website: www.satgroup.in

25. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been placed on the Company''s website. The policy on the above is attached as Annexure -"E" & Annexure -"F".

26. INDEPENDENT DIRECTORS TRAINING/ MEETING:

During the year under review a separate meeting of the Independent Directors of the Company was held on March 13, 2018, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.

27. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS:

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation. Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the individual directors as well as the evaluation of working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of processes and information provided to the Board etc. A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors etc.

28. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mrs. Nancy Jain, Proprietor of Nancy Jain & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company. The Secretarial Audit Report is attached herewith as Annexure "G".

29. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Sat Middleeast Limited ceased to be a subsidiary of the Company with effect from 30.03.2018 and Italica Global, FZC, UAE, became subsidiary with effect from 01.06.2017.

30. CONSOLIDATION OF ACCOUNTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and prepared in accordance with the applicable Accounting Standards in this regard.

The Auditors'' report to the shareholders does not contain any qualification, observation or adverse comment.

31 GENERAL:

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:

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

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

c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company''s business.

33. INTERNAL FINANCIAL CONTROLS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit Department 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.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

34. CORPORATE SOCIAL RESPONSIBILITY:

The provisions with respect to Corporate Social Responsibility are not applicable to the Company as the Company does not fall within the purview of the Section 135 of the Act.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

36. ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the shareholders, banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

For and on behalf of Board of Directors of

Sat Industries Limited

Date: 25-05-2018 H.K. Turgalia Shehnaz D. Ali

Place: Mumbai Whole-time Director Whole-time Director

DIN: 00049544 DIN: 00185452

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Mar 31, 2016

To The Members of SAT INDUSTRIES LIMTED Directors'' Report

The Directors of your Company have pleasure in presenting their Thirty-first (31st) Annual Report and the Audited Accounts of the Company for the year ended March 31, 2016.

1. FINANCIAL RESULTS

The Company''s performance during the year as compared with that during the Previous year is summarized below :

Stand Alone_

(Rs. in lakhs)

Particulars	2015-2016	2014-2015
Turnover	4792.62	901.44
Other Income	45.68	31.87
Profit/Loss(-) before Tax, Interest,	44.51	(220.77)
Depreciation and Exceptional Items
Depreciation	3.94	0.56
Exceptional Items	0	(1155.18)
Profit/(Loss) before Tax	40.57	(1376.51)
Less: Tax Expense	70.35	(0.06)
Profit/(Loss) after Tax	(29.78)	(1376.45)
Profit available for appropriation	(29.78)	(1376.45)
Surplus carried from Previous year	(1410.52)	(34.07)
Balance carried to Balance Sheet	(1440.30)	(1410.52)
Consolidated	(Rs, in lakhs)
Particulars	2015-2016	2014-2015
Turnover	9648.12	893.28
Other Income	128.46	52.46
Profit before Tax	(154.90)	(1785.88)
Less: Tax Expense	(20.27)	(0.06)
Profit/(Loss) after Tax	(175.17)	(1785.82)
Net Profit/(Loss) for the year after	(175.17)	(1785.82)
tax
Balance carried from last year	(2398.60)	(612.78)
Balance carried to Balance Sheet	(2398.39)	(2398.60)

02. STATE OF COMPANY''S AFFAIRS:

The company is engaged in the business of general trading mainly fabric and leasing of machinery & moulds. During the year the Company clocked a turnover of Rs. 4792.62 lakhs as against Rs. 901.44 lakhs in corresponding previous year registering an increase by 431.66 %. During the year the Company incurred a loss after tax of Rs. 29.78 lakhs as against Rs. 1376.45 lakhs in the corresponding previous year registering a decrease by 97.84 %.

03. MATERIAL CHANGES AND COMMITMENTS :

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

04. DIVIDEND :

In view of the loss, the Directors are unable to recommend any dividend for the year 2015-2016.

05. CHANGE IN NATURE OF BUSINESS:

During the year the company has entered into new line of business i.e leasing of machinery & moulds to other entities.

06. LISTING OF SHARES :

The Equity Shares of your Company are listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fees for the year 2016-2017, has been paid.

07. SHARE CAPITAL :

During the year under report the issued, subscribed and paid up capital of the Company increased from Rs. 9,20,00,000/to Rs. 11,18,00,000/- with the allotment of 40,00,000 Equity Shares of Rs. 2/- each at a premium of Rs. 0.10/- per share and 59,00,000 Equity Shares of Rs. 2/- each at a premium of Rs. 5/- per share consequent upon conversion of 99,00,000 warrants in to equal number of equity shares. The equity shares have since been listed on BSE Limited.

08. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES :

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report vide Annexure -"A"

09. DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(a) DIRECTORS :

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Harikant Turgalia, Whole-time Director (DIN: 00049544), is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment. The details of Director being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution seeking your approval to the re appointment of Director is also included in the Notice.

(b) KEY MANAGERIAL PERSONNEL :

During the year Mr. Nirav Patel resigned from the post of Company Secretary and Compliance officer w.e.f. 30th June, 2015. Ms. Alka Premkumar Gupta having one year post qualification experience, an Associate Member of The Institute of Company Secretaries of India was appointed as Company Secretary and Compliance officer w.e.f.1st July, 2015 in accordance with the provisions of the section 203(1)(ii) of the Companies Act, 2013.

11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013

It is stated pursuant to provisions 134(3)(d) of the Companies Act, 2013 that the declarations given by Mr. Ramesh Chandra Soni, Mr. Sunil Jain and Mr. Nikhil Raut, who are independent directors meet the criteria of independence as mentioned in Schedule IV of the Companies Act, 2013 and under Clause 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

Pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company has no particulars to be furnished under the head Energy Conservation and Technology Absorption because it has carried on no manufacturing activity during the year under review. The operations of the Company are not power intensive. The Company is, however, taking every possible steps to conserve the energy wherever possible. It has imported no technology.

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange was Nil (previous year, Rs. 8,93,28,089/-). Outgo in foreign exchange was NIL (previous year, it was Rs. 10,84,39,085/-).

13. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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; and

(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.

14. AUDITORS :

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co (ICAI FRN : 104502W)., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their letter to the Company stating that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Your Directors request you to appoint the auditors and fix their remuneration.

15. QUALIFIACTION IN THE AUDITORS'' REPORT - BOARD''S COMMENTS OR EXPLANATIONON

There is no qualification reported by Auditor''s in their audit report for the year ended on 31st March, 2016.

16. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is attached herewith (Annexure-"B").

17. CORPROATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance is annexed herewith (Annexure-"C")

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report is annexed herewith (Annexure- "D")

19. CEO/CFO CERTIFICATE:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CEO/CFO Certificate is annexed herewith (Annexure- "E")

20. NUMBER OF MEETINGS OF THE BOARD :

Number of meetings of the Board during the year were 13 (i.e. thirteen) on 2nd May, 2015, 29th May, 2015, 30th June, 2015, 7th August, 2015, 20th August, 2015, 3rd October, 2015, 9th November, 2015, 28th November, 2015, 9th December, 2015, 13th February, 2016, 25th February, 2016, 3rd March, 2016, and 22nd March, 2016.

21. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013 :

During the financial year ended 31st March, 2016, no Loan and Guarantee given and Securities provided, u/s 186 of the Companies Act, 2013 by the Company. The particulars of investments made by the Company, under Section 186 is furnished in Annexure -"F" and forms part of this Report.

22. Particulars of Contracts or Arrangements with Releted Parties:

The Company has not entered in to any Contract or arrangements with any Person including persons covered under Sub-Section (I) of section188 of the Companies Act. 2013. The Policy on related Party transactions as approved by the Board of Directors has been uploaded on the Company’s website: www.satgroup.in.

23. Nomination and Remuneration Policy of Directors, key Managerial Personnel and other Employees:

The Company''s Policy relating to appointment of Directors, and Key Managerial Personnel, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure -"G" & Annexure -"H"forms part of this Report.

24. INDPENDENT DIRECTORS:

The Non-Executive Independent Directors fulfill the conditions of Independence specified in section 149(6) of Companies Act, 2013 and Rules made there under and meet with requirements of Clause 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A formal letter of appointment to Independent Director has been issued and disclosed on the website of the Company at the link: www.satgroup.in

The Company has put in place a system to familiarize the Independent Directors about the Company, its business and the on-going events relating to the Company.

25. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at their separate meeting.

26. SECRETARIAL AUDIT REPORT :

The Board has appointed M/S S.K. Jain & Co., Company Secretaries whole time in practice to carry out secretarial audit under the provisions of section 204 (1) of the Companies Act, 2013. The Secretarial Audit is attached to this report vide Annexure -"I"

27. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

ITALICA FURNITURE PRIVATE LIMITED and AEROFLEX INTERNATIONAL LIMITED, became Wholly-owned subsidiaries and SAH POLYMERS LIMITED, became a subsidiary of the company during the year. Whereas, GENEXT STUDENTS PRIVATE LIMITED became an Associate Company during the year. A report on performance and financial position of each of the subsidiaries and associates companies included in the consolidated financial statement is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual Report.

28. CONSOLIDATION OF ACCOUNTS :

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies( Accounts) Rules, 2014 and also required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, audited consolidated financial statements form part of the Annual Report.

29. GENERAL:

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:

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

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

c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. RISK MANAGEMENT:

The Company has laid down the procedures to inform to the Board about the Risk assessment and minimization procedures. The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia further includes financial risk, political risk, legal risk etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

31. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

32. ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

SAT INDUSTRIES LIMITED

Place : Mumbai

H.K. Turgalia Shehnaz D. Ali

Dated : 30.05.2016 Whole time Director Whole time Director

DIN : 00049544 DIN:00185452

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Mar 31, 2015

The Directors of your Company have pleasure in presenting their Thirtieth Annual Report and the Audited Accounts of the Company for the year ended 31.3.2015.

1. FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

Particulars 2014-2015 2013-2014

Turnover 893.28 1430.38

Other Income 40.03 36.19

Profit/Loss(-) before Tax, (220.77) (225.37) Interest and Depreciation

Interest 0.00 0.18

Depreciation 0.56 0.61

Exceptional Items (1155.18) 0.00

Profit/(Loss) before Tax (1376.51) (226.16)

Less: Provision for Taxation 0.06 77.96

Profit/(Loss) after Tax (1376.45) (148.20)

Profit available for appropriation (1376.45) (148.20)

Surplus carried from Previous year (34.05) 114.15

Balance carried to Balance Sheet (1410.50) (34.05)

Consolidated (in lakhs)

Particulars 2014-2015 2013-2014

Turnover 893.28 1939.96

Other Income 52.46 36.19

Profit before Tax (1785.88) (249.93)

Less: Provision for Taxation 0.06 77.96

Profit after Tax (1785.82) (171.97)

Net Profit for the year (1785.82) (171.97)

Balance carried from last year (612.76) (440.79)

Balance carried to Balance Sheet (2398.58) (612.76)

02. STATE OF COMPANY'S AFFAIRS:

The Company is engaged in the business of general trading etc. During the year the Company clocked a turnover of Rs. 893.28 lakhs as against Rs. 1430.38 lakhs in corresponding previous year registering a decrease by 37.55%. During the year the Company incurred a loss of Rs. 1376.45 lakhs as against Rs. 148.20 lakhs in the corresponding previous year registering an increase by 828.78%.

03. MATERIAL CHANGES AND COMMITMENTS :

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

04. DIVIDEND :

In view of the loss, the Directors are unable to recommend any dividend for the year 2014-2015.

05. CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business.

06. LISTING OF SHARES :

The Equity Shares of your Company are listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fees for the year 2015-2016, has been paid.

07. SHARE CAPITAL :

During the year under report the Issued, subscribed and paid up capital of the Company increased to Rs. 92,000,000/- from Rs. 78,150,000/- with the allotment of 6,925,000 equity shares of Rs. 2/- each at a premium of Rs. 0.10 per Equity Share consequent upon issue of 6,925,000 equity shares on preferential basis to the existing shareholders of the Company. The equity shares have since been listed on BSE Limited.

08. PARTICULARS OF PERSONNEL AND RELATED DISCLOSURES :

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this report vide Annexure –"A"

09. DEPOSITS:

The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under as such, no amount of principal or interest was outstanding as of the Balance Sheet date, nor is there any deposit in non-compliance of Chapter V of of the Companies Act, 2013.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(a) DIRECTORS :

During the year Mr. Asad Daud was appointed as a director on the Board of Directors of the Company with effect from 19-07-2014. Mr. Nikhil Raut, Mr. Ramesh Chandra Soni and Mr. Sunil Jain were appointed as Independent Directors with effect from 01-10-2014 on the Board of Directors of the Company in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement.

Mr. Virendra Maurya resigned from the Board of Directors of the company w.e.f. 12-11-2014 due to his personal reason. The Board places on record its appreciation for the services rendered by him during his office as director of the Company.

In terms of the Articles of Association of the Company, Mr. Asad Daud Director retires by rotation at the ensuing Annual General Meeting. Mr. Asad Daud being eligible has offered himself for re-appointment.

Your Directors recommend the above re-appointment.

(b) KEY MANAGERIAL PERSONNEL :

During the year Mr. Nirav Patel was appointed as a Company Secretary in accordance with the provisions of the section 203(1)(ii) of the Companies Act, 2013. Mr. Nirav Patel is an associate Member of the Institute of Company Secretary of India and has one year post qualification experience. Pursuant to section 203(1)(iii) of the Companies Act, 2013 Mr. Harikant Turgalia was appointed as Chief Financial Officer. Mr. Harikant Turgalia is a commerce graduate with the 30 years experience in finance and accounts.

11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013

It is stated pursuant to provisions 134(3)(d) of the Companies Act, 2013 that the declaration given by Mr Ramesh Chandra Soni, Mr. Sunil Jain and Mr. Nikhil Raut who are independent director meets the criteria of independence as mentioned in the Schedule IV of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

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

Pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, it is stated that the Company has no particulars to be furnished under the head Energy Conservation and Technology Absorption because it has carried on no manufacturing activity during the year under review. The operation of the Company are not power intensive. The Company is, however, taking every possible steps to conserve the energy wherever possible. It has imported no technology.

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 8,93,28,089/- (prev.yr. Rs. 14,30,38,043/-). Outgo in foreign exchange on accrual basis was Rs. 10,84,39,085/- (prev. yr. Rs. 16,25,41,676/-).

13. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 It is stated that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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; and

(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.

14. AUDITORS :

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co (ICAI FRN : 104502W)., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their letter to the Company stating that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Your Directors request you to appoint the auditors and fix their remuneration.

15. QUALIFIACTION IN THE AUDITORS' REPORT - BOARD'S COMMENTS OR EXPLANATIONON

(a) note no. 14 regarding the advance given for purchase of shares amounting to Rs. 1,84,00,000/-. Management response : No shares have yet been transferred in the name of the Company. The amount given is only a part of the total consideration which is subject to fulfillment of certain conditions by the seller. Necessary adjustments in the accounts will be made on receipt of shares and completion of other formalities if any in this regard.

16. EXTRACT OF ANNUAL RETURN :

Extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is attached herewith (Annexure B).

17. CLAUSE 49 OF THE LISTING AGREEMENT - CORPROATE GOVERNANCE

Clause 49 of the Equity Listing Agreement executed with the BSE Limited is not applicable to the Company pursuant to the circular no.: CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by the Securities and Exchange Board of India and circular no. : DCS/COMP/10/2014-15 September 16, 2014, issued by the BSE Limited.

18. NUMBER OF MEETINGS OF THE BOARD :

Number of meetings of the Board during the year were 11 (i.e. eleven) on 22-04-2014, 30-05-2014, 19-06-2014, 02- 07-2014, 19-07-2014, 21-07-2014, 19-08-2014, 12-11-2014, 09-02-2015, 11-03-2015 and 27-03-2015.

19. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013 :

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 9,11 and 14 to the standalone financial statement).

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The Company has not entered into any contract or arrangement with any person including persons covered under sub – section(1) of section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company's Website: www.satgroup.in

21. AUDIT COMMITTEE :

The Audit committee of the Company was reconstituted on 12-11-2014 and comprises of the following persons :

Composition

Audit Committee of the Board of directors ("Audit Committee") is entrusted with the Responsibility to supervise the company's Internal Controls and Financial reporting process. The Composition, quorum, powers, role and scope are in accordance with section 177 of the Companies act,2013 and the Provisions of Clause 49 of the listing Agreement. All members of the Audit Committee are financially literate and being in expertise in the fields of Finance, taxation, Economics, Risk and international Finance. Mr.Ramesh Chandra Soni, Non-Executive, Independent Director is the Chairman of the Audit Committee. The other members of the Audit Committee include Mr. Harikant Turgalia and Mr. Nikhil Raut.

Meetings and Attendance

The Audit committee met six time during the financial Year 2014-15. The Company is in full Compliance with the provisions of Clause 49 of the listing Agreement on gaps between any two Audit Committee meetings. The Committee met on 22-04-2015, 30-05-2014, 19-06-2014, 21-07-2014, 12-11-2014 and 09-02-2015 during the financial Year 2014- 15.The Necessary quorum was present for all meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the company. The table below provided Attendance of the Audit Committee members.

Sr Name of the Director Position Category Meetings no. Attended

1. Mr.RameshChandra Soni Chairman Non-Executive 6 Independent

2. Mr.Harikant Turgalia Member Executive 6

3. Mr. Virendra Maurya Member Non-Executive 4 (Up to 11 -11-2014) Independent

4. Mr. Nikhil Raut Member Non- Executive 2 (w.e.f.12 -11-2014) Independent

Terms of Reference

The Audit Committee inter alia performs the function of approving Annual Internal Audit plan, review of financial reporting system, Internal controls system, discussion on quarterly, half-yearly and annual financial results, interaction with statutory and internal Auditors, one- on-one meetings with statutory and internal Auditors, recommendation for the appointment of statutory and cost Auditors and their remuneration, recommendation for the appointment and remuneration of internal auditors, review of Business Management plan, review of internal audit reports significant related party transactions. The Board has framed the Audit Committee Charter for the purpose of effective compliance of provisions of section 177 of the Companies Act,2013 and Clause 49 of the Listing Agreement in fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

Functions of Audit Committee :

The Audit Committee, while reviewing the Annual Financial Statements also review the applicability of various Accounting Standards(AS) referred to in Section 133 of the Companies Act,2013. Compliance of the Accounting standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31,2015.

The Audit Committee bridges the gap between the Internal Auditors and the Statutory Auditors. The Statutory Auditors are responsible for performing independent audit of the Company's financial Statements in accordance with the generally accepted auditing practices and issuing reports based on such audits, while the Internal Auditors are responsible for the internal risk controls.

Besides the above, Whole-time Director, Chief Financial Officer, the representatives of the Statutory Auditors and the internal Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as a Secretary to the Committee as required by Clause 49(III)(A) (6) of the Listing Agreement of Stock Exchanges.

The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis the un-audited Standalone Financial Results as Required by the Clause 41 of the Listing Agreement entered with Stock Exchanges. The Company's quarterly un-audited Standalone Financial Results are made available on the website www. satgroup.in and are also sent to the BSE Limited where the Company's Equity Shares are listed for display at their website.

The Audit Committee also oversees and review the functioning of a vigil mechanism (implemented in the Company as a Fraud Risk Management Poilcy and Whistle Blower Policy) and reviews the fnding of investigation into cases of material nature and the actions taken in respect thereof.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM :

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethetical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

23. NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee comprises of Three Directors, Mr. Ramesh Chandra Soni Non-executive Independent Director is the Chairman of the Committee. The other members of the Nomination and Remuneration Committee include Mr.Sunil Jain and Mr. Nikhil Raut.The Composition of Nomination and Remuneration Committee are in accordance with the provisions of section 178 of the Companies act, 2013 and Clause 49 of the listing Agreement.

Meeting and Attendance

The Nomination and Remuneration Committee met four time during the financial Year 2014-15. The necessary quorum was present for all Meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The table Below provided Attendance of the Nomination and Remuneration Committee members.

Sr Name of the Director Position Category Meetings no. Attended

1. Mr.RameshChandra Soni Chairman Non-Executive 4 Independent

2. Mr. Virendra Maurya Member Non-Executive 2 (Up to 11- 11-2014) Independent

3. Mr.Sunil Jain Member Non-Executive 4 Independent

4. Mr. Nikhil Raut Member Non- Executive 2 (w.e.f.12- 11-2014 Independent

Terms of Reference

- The Board has framed the Nomination and Remuneration Committee Charter which ensures effective Compliance of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board has clearly defined terms of reference for the Nomination and Remuneration Committee, which are as follows:

- Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/whole time Director(s) and Senior Management (one level below the Board);

- To help in determining the appropriate size, diversify and composition of the Board.

- To recommend to the Board appointment/re- appointment and removal of Directors;

- To frame criteria for determining qualifications, positive attributes and independence of Directors;

- Fixing the remuneration to executive Directors (the restrictions contained in the Companies Act,2013 is to be considered);

- To create an evaluation framework for Independent Directors and the Board;

- To provide necessary reports to the chairman after the evaluation process is completed by the Directors;

- To assist in developing a succession plan for the Board;

- To assist the Board in fulfilling responsibilities entrusted from time to time;

- Delegation of any of its powers to any Member of the Committee of the Compliance Officer.

The following policies of the Company are attached herewith

a) Policy for selection of Directors and Determining Directors independence Annexure "C"; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees - Annexure -"D".

24.Stakeholder Relationship Committee Composition and Attendance

This Committee comprises of Three Directors. Mr.Ramesh Chandra Soni Non -Executive Independent Director is the Chairman of this Committee. The Table below highlights the composition and attendance of the Members of the Committee. The necessary quorum was present for all Meetings.

Sr Name of the Director Position Category Meetings no. Attended

1. Mr. Ramesh Chandra Chairman Non-Executive 4 Soni Independent

2. Mrs. Shehnaz D Ali Member Executive 4

3. Mr. Harikant Turgalia Member Executive 4

Terms of Reference

The Board has clearly defined the terms of reference for this Committee, which generally meets once in a quarter. The Committee looks into the matters of Shareholder/Investors grievances along with other matter listed below:

- Approval of transfer of shares/debentures and issue of duplicate /spilt/consolidation/sub-division of share/ debenture certificates.

- opening /modification of operation and closing of bank accounts;

- grant of special /general Power of Attorney in favour of employees of the Company from time to time in connection with the conduct of the business of the Company particularly with Government and Quasi- Government Institutions.

- to fix record date/book closure of share /debenture transfer book of the Company from time to time;

- to appoint representatives to attend the General Meeting of other companies in which the Company is holding shares;

- to change the signatories for a ailment of various facility from Banks /Financial Institutions;

- to grant authority to execute and sign foreign exchange contracts and derivative transactions;

- to carry out any other duties that may be delegated to the Committee by the Board of Directors from time to time.

The Secretarial Department of the Company and the Register and Share Transfer Agent Link Intime India Pvt. Ltd. attend to all grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies,etc. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors.

INDPENDENT DIRECTORS :

The Non-Executive Independent Directors fulfill the conditions of Independence specified in section 149(6) of Companies Act, 2013 and Rules made thereunder and meet with requirement of clause 49 of Listing Agreement entered into with the stock exchanges. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company at the link: www.satgroup.in

The Company has put in place a system to familiarize the Independent Directors about the Company, its business and the on-going events relating to the Company.

25. EVALUATION OF THE PERFORMANCE OF THE BOARD MEMBERS ETC.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at their separate meeting.

26. SECRETARIAL AUDIT REPORT :

The Board has appointed M/S S.K. Jain & Co., Company Secretaries wholetime in practice to carry out secretarial audit under the provisions of section 204 (1) of the Companies Act, 2013. The Secretarial Audit is attached to this report vide Annexure –"E"

The observations made by the Secretarial Auditors are self explanatory and require no further comment of the Board of Directors.

27. SUBSIDIARY COMPANY :

The Company as of March 31, 2015 had only one wholly owned subsidiary viz. Sat Middle east Limited FZC, UAE.

28. CONSOLIDATION OF ACCOUNTS :

Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies( Accounts) Rules, 2014 and also required under clause 32 of the Listing Agreements with the BSE Limited, audited consolidated financial statements form part of the Annual Report.

29. GENERAL :

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:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

(c) Name of Companies which have become or ceased to be its subsidiaries, joint ventures or associates companies during the year.

(d) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

(e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. RISK MANAGEMENT :

The Company has laid down the procedures to inform to the Board about the Risk assessment and minimization procedures and the Board has Formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management Should collectively identify the risks impacting the Company's business and document their process of risk identification, risk Minimization, risk optimization as a part of a risk management policy/strategy.

The common risks inter alia are : Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia further includes financial risk, political risk, legal risk etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

Further, in accordance with Clause 49 of the Listing Agreement, a Risk Management Committee has also been formed which also oversees the Risk Management of the Company.

31. INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

32. ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 29.05.2015 Wholetime Director Wholetime Director

DIN : 00049544 DIN:00185452

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Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting their Twenty Nineth Annual Report and the Audited Accounts of the Company for the year ended 31.3.2014.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

Particulars 2013-2014 2012-2013

Turnover 1438.54 1454.22

Other Income 28.03 0.63

Proft/Loss(-) before Tax, 225.37 (204.37) Interest and Depreciation

Interest 0.18 1.41

Depreciation 0.61 1.69

Proft/(Loss) before Tax (226.16) (562.57)

Less: Provision for Taxation (77.96) (60.96)

Proft/(Loss) after Tax (148.20) (501.61)

Proft available for appropriation (148.20) (501.61)

Surplus carried from Previous year 114.15 615.76

Balance carried to Balance Sheet (34.05) (114.15)

Consolidated (` in lakhs)

Particulars 2013-2014 2012-2013

Turnover 1948.12 2104.20

Other Income 28.03 0.63

Proft before Tax (249.93) (1651.78)

Less: Provision for Taxation (77.96) (60.96)

Proft after Tax (171.97) (1590.82)

Net Proft for the year (171.97) (1590.82)

Balance carried from last year (440.79) 1150.03

Balance carried to Balance Sheet (612.76) (440.79)

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2013- 2014.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1438.54 lakhs (pr. yr.Rs.1454.85 lakhs) registering an decrease of 1.12% and earned a net loss of Rs. 148.20 Lakhs (Pr. yr. net loss Rs. 501.61 lakhs) after providing for tax of Rs. (77.96) Lakhs (pr.yr. Rs. 60.96 lakhs).

DIRECTORATE :

Pursuant to the provisions of Section 161(1) of the Companies Act,

2013 and the Articles of Association of the Company, Mr. Asad Daud was appointed as an Additional Director w.e.f. April 22, 2014 and he shall hold offce up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Asad Daud for appointment as a Director.

In terms of the Articles of Association of the Company, Mr. Harikant

Turgalia and Mr. Virendra Hansnath Maurya Directors retire at the ensuing Annual General Meeting. Mr. Harikant Turgalia being eligible has offered himself for re-appointment.The Company has received requisite notice in writing from member proposing Mr. Virendra Hansnath Maurya for appointment as Independent Director. Mr. Harikant Turgalia being eligible have offered themselves for re-appointment

The Company has received declaration from the Independent Director of the Company confrming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Your Directors recommend the above appointment /re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2014 under section 58-A of the Companies Act,1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fees for the year 2013-2014, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Pursuant to section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company''s operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy effcient computer terminals, purchasing energy effcient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 143038043/- (pr.Yr.Rs. 144809571/-). Outgo in foreign exchange on accrual basis was Rs. 162541676/- (pr. yr. Rs. 159316205/-).

CORPORATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B").

COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures ;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 fnancial year and of the proft or loss of the Company for that period;

(iii) The directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of 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

SUBSIDIARY COMPANIES :

The Company as of March 31, 2014 had only one wholly owned subsidiary viz. Sat Middleeast Limited FZC, UAE.

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the General Circular No. 02/2011 dated 08/02/2011 issued by the Ministry of Corporate Affairs, Government of India, the Audited statement of Accounts , the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiary will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Offce of the Company and head offce of the subsidiary company concerned on any working day during business hours. As directed by the Central Government, the fnancial data of the subsidiary has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated fnancial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re- appointed as the Statutory Auditors of the Company and to hold the offce from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their letter to the Company stating that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualifed for re-appointment

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 143(8) of the Companies Act, 2013. Your Directors request you to appoint the auditors and fx their remuneration.

AUDITORS'' REPORT :

Explanation under section 217(3) of the Companies Act,1956 on the Auditors'' observations :

(a) Note No. 12.1 : the Company''s position on sundry debtors of INR 22,229,993 out of which substantial amount of INR 18,618,075 (foreign currency AED 1,144,664 is outstanding of its foreign branch and the period of outstanding of debtors has been relied upon by us without any independent verifcation and also the foreign debtors have been written off to the extent of Rs. 17,221,808 (AED 1,049,675) which are subject to independent verifcation.

Management response :

The accounts of the foreign branch has been audited by an independent Auditors of the host country and the report of him has been given for consideration to the Statutory Auditos of the Company. The auditors of the foreign branch has not qualifed on this issue in his audit report .

(b) Note No. 26 : non- appointment of Company Secretary

Management response :

Please refer to the head " COMPANY SECRETARY" of this report.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 30.05.2014 Wholetime Director Wholetime Director

---

Mar 31, 2013

To The Members of SAT INDUSTRIES LIMITED

The Directors of your Company have pleasure in presenting their Twenty Eight Annual Report and the Audited Accounts of the Company for the year ended 31.3.2013.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the Previous year is summarised below : Stand Alone

(Rs. in lakhs)

Particulars 2012-2013 2011-2012

Turnover 1454.22 1856.18

Other Income 0.63 -

Profit/Loss(-) before Tax (204.37) 11.16

Interest and Depreciation

Interest 1.41 1.95

Depreciation 1.69 7.05

Profit/(Loss) before Tax (207.47) 2.16

Less: Provision for Taxation (60.96) 0.52

Profit/(Loss) after Tax (146.51) 1.64

Profit available for appropriation (501.60) 1.64

Surplus carried from Previous year 615.76 614.09

Balance carried to Balance Sheet 114.16 615.76

Consolidated (Rs. in lakhs)

Particulars 2012-2013 2011-2012

Turnover 2104.20 2906.88

Other Income 0.63 -

Profit before Tax (1651.79) (6241.40)

Less: Provision for Taxation (60.96) 0.52

Profit after Tax (1590.83) (6241.92)

Net Profit for the year (1590.83) (6241.92)

Balance carried from last year 1151.98 7582.71

Balance carried to Balance Sheet (438.85) 1151.98

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2012- 2013.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1454.85 lakhs (pr. yr.Rs.1856.18 lakhs) registering an decrease of 21.62% and earned a net loss of Rs. 501.60 Lakhs (Pr.yr. net profit Rs.1.64 lakhs) after providing for tax of Rs. (60.96) Lakhs (pr.yr. Rs.0.52 lakhs).

DIRECTORATE :

Mr. Ramesh Chandra Soni and Mr. Sunil M. Jain to retire by rotation and being eligible have offered themselves for re-appointment.

Your Directors recommend the above appointment /re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2013 under section 58-A of the Companies Act,1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limite, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 023 and the listing fees for the year 2012-2013, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO : Pursuant to section 217(l)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below:

A. CONSERVATION OF ENERGY :

The Company''s operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports. The earning in foreign exchange of UAE Branch was Rs. 144809571/- (pr.Yr.Rs. 185618060/-). Outgo in foreign exchange on accrual basis was Rs. 159316205/- (pr. yr. Rs. 178662650/-).

CORPROATE GOVERNANCE:

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B").

COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of 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.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2013 had two subsidiaries among which Sat Middleeast Limited FZC is a wholly owned subsidiary and other one is Sat E-Com Limited (holding 62.30%).

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the General Circular No. 02/2011 dated 08/02/2011 issued by the Ministry of Corporate Affairs, Government of India, the Audited statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re- appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS'' REPORT :

Explanation under section 217(3) of the Companies Act,1956 on the Auditors'' observations :

(a) Note No. 12.1 : the Company''s position on sundry debtors of INR 38,162,623 out of which substantial amount of INR 34,550,705 (foreign currency AED 2,335,375 is outstanding of its foreign branch and the period of outstanding of debtors has been relied upon by us without any independent verification and also the foreign debtors have been written off to the extent of Rs. 10,814,544 (AED 731,528) which are subject to independent verification.

(b) Note No. 25 : non- appointment of Company Secretary Management response :

Please refer to the head " COMPANY SECRETARY" of this report.

(c) Note No 28 : regarding particulars of traded goods including quantity details which are relating to foreign branch are subject to independent verification.

Management response :

The accounts of the foreign branch has been audited by an independent Auditors of the host country and the report of him has been given for consideration to the Statutory Auditos of the Company. The auditors of the foreign branch has not qualified on this issue in his audit report.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 29.05.2013 Wholetime Director Wholetime Director

---

Mar 31, 2012

The Directors of your Company have pleasure in presenting their Twenty Seventh Annual Report and the Audited Accounts of the Company for the year ended 31.3.2012.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

Particulars 2011-2012 2010-2011

Turnover 1856.18 2039.58

Other Income - -

Profit/Loss(-) before Tax, 11.16 15.87 Interest and Depreciation

Interest 1.95 -

Depreciation 7.05 9.49

Profit/(Loss) before Tax 2.16 6.38

Less: Provision for Taxation 0.52 (3.30)

Profit/(Loss) after Tax 1.64 9.68

Profit available for appropriation 1.64 9.68

Surplus carried from Previous year 614.09 604.41

Balance carried to Balance Sheet 615.76 614.09

Consolidated (Rs. in lakhs)

Particulars 2011-2012 2010-2011

Turnover 2906.88 5175.77

Other Income - -

Profit before Tax (6241.40) 181.93

Less: Provision for Taxation 0.52 (3.30)

Profit after Tax (6241.92) 185.23

Net Profit for the year (6241.92) 185.23

Balance carried from last year 7582.71 8032.94

Balance carried to Balance Sheet 1151.98 7582.71

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2011-2012.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1856.18 lakhs(pr. yr.Rs.2039.58 lakhs) registering an decrease of 8.99 % and earned a net Profit of Rs. 1.64 Lakhs (Pr.yr. Rs.9.68 lakhs) after providing for tax of Rs. 0.52 Lakhs (pr.yr. Rs.(3.30) lakhs).

DIRECTORATE :

Mr. Harikant Turgalia and Mr. Virendra Maurya to retire by rotation and being eligible have offered themselves for re- appointment.

Your Directors recommend the above appointment /re- appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2012 under section 58-A of the Companies Act,1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 023 and the listing fees for the year 2011-2012, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

Pursuant to section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company's operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports. The earning in foreign exchange of UAE Branch was Rs. 185618060/- (pr.Yr.Rs. 203957713/-). Outgo in foreign exchange on accrual basis was Rs. 178662650/- (pr. yr. Rs. 196344263/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A").

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B").

COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of 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.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2012 had three subsidiaries among which Sat Middleeast Limited FZC is a wholly owned subsidiary and others are Sat E-Com Limited (holding 62.30%) and Sat Realty Limited (holding 95.11%).

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the General Circular No. 02/2011 dated 08/02/2011 issued by the Ministry of Corporate Affairs, Government of India, the Audited statement of Accounts, the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (1B) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956. Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS' REPORT :

The Auditors' observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appre ciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

Place : Mumbai H.K. Turgalia Shehnaz D. Ali

Dated : 14.08.2012 Wholetime Director Wholetime Director

---

Mar 31, 2011

To The Members of SAT INDUSTRIES LIMTED

The Directors of your Company have pleasure in presenting their Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended 31.03.2011.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

2010-2011 2009-10

Turnover 2039.58 1170.52

Other Income - 123.33

Profit/Loss(-) before Tax,

Interest and Depreciation 15.87 8.81

Interest - -

Depreciation 9.49 8.28

Profit/(Loss) before Tax 6.38 0.53

Less: Provision for Taxation (3.30) (0.61)

Profit/(Loss) after Tax 9.68 1.14

Profit available for appropriation 9.68 1.06

Surplus carried from 604.41 603.35

Previous year

Balance carried to Balance Sheet 614.09 604.41

CONSOLIDATED

Turnover 5175.77 6685.63

Other Income - 138.94

Profit before Tax 181.93 190.64

Less: Provision for Taxation (3.30) (0.61)

Profit after Tax 185.23 191.25

Net Profit for the year 185.23 191.17

Profit after tax and Minority Int

Balance carried from last year. 8032.94 6046.59

Balance carried to Balance Sheet 7582.71 8032.94

DIVIDEND:

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2010-2011.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.2039.58 lakhs(pr. yr.Rs.1170.52 lakhs) registering an increase of 174.25 % and earned a net profit of Rs. 9.68 Lakhs (Pr.yr. Rs.1.14 lakhs) after providing for tax of Rs. (3.30) Lakhs (pr.yr. Rs.0.61 lakhs).

DIRECTORS :

Mr. Ramesh Chandra Soni is to retire by rotation and being eligible has offered himself for re-appointment.

Mr. Sunil M. Jain was appointed as additional director on the Board of Directors of the Company with effect from 17-01-2011 and in accordance with the provisions of the section 260 of the Companies Act, 1956 and Articles of Association of the Company he ceases to be director of the Company at the commencement of the ensuing annual general meeting. The Company has received notice under section 257 of the Companies Act, 1956 alongwith deposit of Rs. 500/- in respect of Mr. Sunil M. Jain proposing his candidature for the office of the director of the Company.

Your Directors recommend the above appointment / re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2011 under section 58-A of the Companies Act, 1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited , Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 023 and the listing fees for the year 2010-2011, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Pursuant to section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company's operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 203957713/- (pr.Yr.Rs. 110092840/-)- Outgo in foreign exchange on accrual basis was Rs. 196344263/- (pr. yr. Rs. 123420479/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A"). MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B"). COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the materials departures ;

(ii) The directors had 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 the financial year and of the profit or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of 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.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2011 had three subsidiaries among which Sat Middle east Limited FZC and Sat E-Com Limited are wholly owned subsidiaries and other is Sat Reality Limited (holding 95.11%).

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the exemption received from the Ministry of Corporate Affairs, Government of India vide letter no. 47/75/2011-CL-III dated 01-02-2011 the Audited statement of Accounts , the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report.

CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS' REPORT :

The Auditors' observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

H.K. Turgalia Shehnaz D. Ali

Wholetime Director Wholetime Director

Place : Mumbai

Dated : 27.08.2011

---

Mar 31, 2010

The Directors of your Company have pleasure in presenting their Twenty Fifth Annual Report and the Audited Accounts of the Company for the year ended 31.3.2010. FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

2009-2010 2008-09

Turnover 1170.52 3601.52

Other Income 123.33 0.11

Profit/Loss(-) before Tax,

Interest and Depreciation 8.81 4.45

Interest - -

Depreciation 8.28 2.38

Profit/(Loss) before Tax 0.53 2.07

Less: Provision for Taxation (0.61) 1.27

Profit/(Loss) after Tax 1.14 0.80

Profit available for appropriation 1.06 0.80

Surplus carried from 603.35 602.55 Previous year

Balance carried to Balance Sheet 604.41 603.35

CONSOLIDATED

Turnover 6685.63 18105.39

Other Income 138.94 234.17

Profit before Tax 190.64 754.8

Less: Provision for Taxation (0.61) 27.48

Profit after Tax 191.25 727.32

Net Profit for the year 191.17 727.32

Minority Interest - 8.51

Profit after tax and Minority Int 191.17 718.81

Balance carried from last year 6046.59 5561.86

Balance carried to Balance Sheet 8032.94 6046.59

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2009-2010..

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.1170.52 lakhs(pr. yr.Rs. 3601.52 lakhs) registering a decrease of 67.50 % and earned a net profit of Rs. 1.14 Lakhs (Pr.yr. Rs. 0.80 lakhs) after providing for tax of Rs. (0.61) Lakhs (pr.yr. Rs. 1.27 lakhs).

DIRECTORS :

Mr. Harikant Turgalia is to retire by rotation and being eligible has offered himself for re-appointment.

Mr. Virendra Maurya was appointed as additional director on the Board of Directors of the Company with effect from 07-12-2009 and in accordance with the provisions of the section 260 of the Companies Act, 1956 and Articles of Association of the Company he ceases to be director of the Company at the commencement of the ensuing annual general meeting. The Company has received notice under section 257 of the Companies Act,1956 alongwith deposit of Rs. 500/- in respect of Mr. Virendra Maurya proposing his candidature for the office of the director of the Company.

Your Directors recommend the above appointment /re- appointment. FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2010 under section 58-A of the Companies Act,1956. LISTING OF SHARES :

The Equity Shares of your Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001 and the listing fees for the year 2009-2010, has been paid.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Pursuant to section 217(l)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY

The Companys operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs. 110092840/- (pr.Yr.Rs. 360151555/-). Outgo in foreign exchange on accrual basis was Rs. 123420479/- (pr. yr. Rs. 355493605/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith (Annexure "A"). MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B"). COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of 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.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2010 had three subsidiaries among which Sat Middleeast Limited FZC and Sat E-Com Limited are wholly owned subsidiaries and other is Sat Reality Limited (holding 95.11%).

During the year under review, Sah Polymers Limited ceased to be a subsidiary of your Company following divestment of a part of investment and the present holding in Sah Polymers Limited is 41.29%.

The statement pursuant to Section 212 of the Companies Act,1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the exemption received from the Ministry of Corporate Affairs, Government of India vide letter no. 47/ 134/2010-CL-III dated 04-03-2010 the Audited statement of Accounts , the Reports of the Board of Directors and Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act,1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report. CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Bombay Stock Exchange Limited, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R.Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS REPORT :

The Auditors observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act,1956.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

H.K. Turgalia Shehnaz D. Ali

Wholetime Director Wholetime Director

Place : Mumbai Dated : 13.08.2010

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Mar 31, 2009

The Directors of your Company have pleasure in presenting their Twenty Fourth Annual Report and the Audited Accounts of the Company for tiie year ended 31.3.2009.

FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the Previous year is summarised below :

Stand Alone (Rs. in lakhs)

2008-2009 2007-08

Turnover................................3601.52 3303.26

Other Income...................... ........0.11 0.12

Profit/Loss(-) before Tax,

Interest and Depreciation..................4.45 7.20

Interest................................. . - -

Depreciation...............................2.38 2.38

Profit/(Loss) before Tax...................2.07 4.83

Less: Provision for Taxation..... .........1.27 2.61

Profit/(Loss) after Tax....................0.80 2.22

Profit available for appropriation.........0.80 2.22

Surplus carried from.....................602.55 600.33

Previous year

Balance carried to Balance Sheet... 603.35 602.55

CONSOLIDATED

Turnover...............................18105.39 16384.19

Other Income................... ........ 234.17 119.03

Profit before Tax........................754.80 1439.56

Less: Provision for Taxation..............27.48 31.74

Profit after Tax.........................727.32 1407.82

Net Profit for the year..................727.32 1407.82

Minority Interest..........................8.51 26.61

Profit after tax and Minority Int..... 718.81 1381.21

Balance carried from last year...... 5561.86 4180.65

Balance carried to Balance Sheet. 6046.59 5561.86

DIVIDEND :

With a view to conserve resources for future expansions etc., your Directors are unable to recommend any dividend for the year 2008-2009.

OPERATIONS :

During the year under review your Company has recorded a turnover of Rs.3601.52 lakhs (pr. yr.Rs. 3303.26 lakhs) registering an increase of 9.03 % and earned a net profit of Rs. 0.80 Lakhs (Pr.yr. Rs. 2.22 lakhs) after providing for tax of Rs.1.27 lakhs (pr.yr. Rs. 2.61 lakhs).

DIRECTORS :

Mr. Firoz Ali Jaipuri is to retire by rotation and being eligible has offered himself for re-appointment.

Your Directors recommend the above re-appointment.

FIXED DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March, 2009 under section 58-A of the Companies Act, 1956.

LISTING OF SHARES :

The Equity Shares of your Company are listed on The Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001 and the listing fees for the year 2009-2010 has been paid.

CAPITAL :

During the year the paid capital of the Company increased from Rs. 7,37,50,000/- divided into 3,68,75,000 equity shares of Rs.2/- to Rs. 7,81,50,000/- divided into 3,90,75,000 equity shares of Rs.2/- following conversion of 22,00,000 warrants of Rs. 11/- each into equity shares.

The new Equity Shares so issued have been listed and are traded on the Bombay Stock Exchange Limited at which the existing equity shares of the Company are listed and traded.

PARTICULARS OF EMPLOYEES :

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

Pursuant to section 217(l)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Companys operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuousfy making efforts to strengthen research ami development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports.

The earning in foreign exchange of UAE Branch was Rs.360151555/- (pr.Yr.Rs.311760862/-). Outgo in foreign exchange on accrual basis was Rs. 355493605/- (pr. yr. Rs. 306314641/-).

CORPROATE GOVERNANCE :

Pursuant to the Listing Agreement with the Stock Exchange, Report on Corporate Governance is annexed herewith (Annexure "A"). MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Listing Agreement with the Stock Exchange, Report on Management Discussion and Analysis Report is annexed herewith (Annexure "B"). COMPANY SECRETARY :

To appoint a company secretary, the Company is continuously making efforts and looking for right person but the efforts have not been materialised. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act,1956, it is stated that :

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to the materials departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding of 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.

SUBSIDIARY COMPANIES :

The Company as of March 31, 2009 had four subsidiaries among which Sat Middleeast Limited FZC and Sat E-Com Limited are wholly owned subsidiaries of the Company. Other two subsidiaries of the Company are Sah Polymers Limited (holding 80.19 %)and Sat Realty Limited ( holding 95.11%)

During the year under review , the Company subscribed to/acquired equity shares in various subsidiary companies. The details of the investments are as under :

(a) 1836 Equity Shares of AED 1000 each in Sat Middleeast Limited FZC for Rs.21800000/- at par.

(b) 1060500 Equity Shares of Rs. 10/- each in Sah Polymers Limited for Rs. 10605000 at par (increasing stake from 74.51% to 80.19%).

(c) 900000 Equity Shares of Rs. 10/- each in Sat Realty Limited for RV.9000000 at par(increasing stake from 51.08% to 95.11%).

The statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company, forms part of this Annual Report.

In view of the exemption received from the Ministry of Corporate Affairs, Government of India vide letter no. 47/ 516/2009-C-III dated 26.06.2009 the Audited statement of Accounts, the Reports of the Board of Directors and

Auditors of the Subsidiary companies are not attached as required under Section 212(8) of the Companies Act, 1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will also be available for inspection by any shareholder at the Registered Office of the Company and head office of the subsidiary companies concerned on any working day during business hours. As directed by the Central Government, the financial data of the subsidiaries has been furnished in a single sheet in the consolidated Balance sheet, which forms part of the Annual Report. CONSOLIDATION OF ACCOUNTS :

As required under clause 32 of the Listing Agreements with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report.

AUDITORS :

(a) The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that M/s R. Kabra & Co., Chartered Accountants, Mumbai be re-appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this meeting till the conclusion of the next Annual General Meeting of the Company. M/s R. Kabra & Co., Chartered Accountants, Mumbai have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in Sub-section (IB) of Section 224 of the Companies Act, 1956.

(b) The Board of Directors of the Company on the recommendations of the Audit Committee decided to have the accounts of the Sharjah Branch (UAE) of the Company audited by a person other than the Statutory Auditors of the Company in accordance with the provisions of section 228 of the Companies Act, 1956.

Your Directors request you to appoint the auditors and fix their remuneration.

AUDITORS REPORT :

The Auditors observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act.,1956.. ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, Central and State Government Authorities etc. during the year under review.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, Staff and Workers of the Company for its success.

for and on behalf of the Board of Directors

H.K. Turgalia Shehnaz D. Ali

Wholetime Director Wholetime Director

Place : Mumbai Dated : 27.06.2009