Mar 31, 2015
Dear members,
Your Directors present their 32nd Annual Report together with the
Audited Accounts for the year ended 31st March, 2015.
FINANC|AL RESULTS (Amt. in '000)
2014-2015 2013-2014
(12 months) (12 months)
Total Income 1,800 1,800
Profitless) before Depreciation & Tax 76 759
Less: Depreciation 1,987 1,210
Less : Prior Period Expenses/tax of
earlier years - -
Profit/(loss) after depreciation
and before tax (1,911) (451)
Deferred Tax 396 3,038
Profit/(Loss) after Tax (1,515) (3,489)
DIVIDEND
Your Directors regret that due to accumulated losses, no dividend could
be recommended for the year.
RESERVES
Since the company has accumulated losses, no amount has been
transferred to Reserves.
FINANCIAL SUMMARY OR HIGHLIGHTS
In the financial year 2014-15, the Company has incurred losses of
Rs. 1,515 thousands as against Rs.3,489 thousands in the previous year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
There were no loans or guarantees given or any investments made during
the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB SECTION (1) OF SECTION 188
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arms-length basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The Company did not have any major power and fuel consumption during
the year under consideration. No foreign exchange earnings and
expenditure were made during the year under consideration. And hence
the company has nothing to report as an annexure required under rule
8(3) of Companies (Accounts) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors of the Company hereby states and confirms that:-
(i) In the preparation of the Annual Accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the accounting year and of the loss of the
company for that year;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) The Directors have prepared the Annual Accounts on a going concern
basis
(v) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(vi) The Directors have devised proper system to ensure compliance with
the provision of all applicable loss and that such systems were
adequate and operating effectively. MANAGEMENT DISCUSSION & ANALYSIS
The management Discussion and analysis report forms part of the
Directors report and is annexed herewith.
DEPOSITS
The Company has not accepted/renewed any deposits during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr Gordhanlal Phalaore, Executive Director of the Company retires by
rotation and being eligible offered himself for reappointment.
Mr. Jeetendra B Wala, an Independent Director, has stepped down from
the Board w.e.f. from 26th September, 2014 and Mr. Vinayak K Sawant
was appointed as an additional Independent Director on 26th September,
2014. Your directors seek member's approval for his appointment as the
Independent Director, not liable to retire by rotation.
Ms Vaishali Shetty Oza was appointed by the Board as an Additional
Independent/Woman Director w.e.f. 19th March, 2015. Your directors seek
member's approval for her appointment as the Independent Director, not
liable to retire by rotation.
Also, the Company is yet to comply with Section 203 of the Companies
Act 2013 regarding non appointment of Key managerial personnel- Company
Secretary and CFO.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND AUGUST 12, 2015
(DATE OF THE REPORT)
There are no material changes and commitments to report affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the financial statements
relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE.
There are no material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations
in future except the order of suspension passed by The Bombay Stock
Exchange Ltd (BSE) suspending the trading of shares in BSE against
which the company has preferred an application for revocation and the
same is under consideration by BSE.
DETAILS OF HOLDING/SUBSIDIA RIES/JOIN T VENTURE/ASSOCIATE COMPANY;
The Company also has no subsidiaries/joint venture/associate company.
The company is not subsidiary of any other body corporate. There have
been no changes in the status as above.
AUDITORS
Koshal & Associates, Chartered Accountants (Firm Regn. No. 121233W),
existing auditors of the company were appointed for a period of two (2)
years by the members of the company.to hold office from the conclusion
of this Annual General Meeting until the conclusion of the 34th Annual
General Meeting of the company, to audit the accounts for two
consecutive financial years beginning on 1st April, 2015 and ending on
31st March, 2017 on such remuneration as shall be fixed by the Board of
Directors in consultation with the Auditors.
Remarks made by the auditors in their report read with notes to
accounts thereon are self explanatory.
SECRETARIAL AUDIT REPORT
The Board appointed M/s. Nilesh A Pradhan & Co, Practicing Company
Secretaries to conduct Secretarial Audit for F.Y. 2014- 15. The
Secretarial Audit Report is annexed herewith.
The remarks made by the Secretarial Auditor are self explanatory. The
Company could not comply with certain requirements due to continued
dislocation in the administrative set up of the company. The Board is
taking all remedial measures to set right the deficiencies and comply
with non compliances herewith.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of the
limits set out in the said rules are required to be provided in the
Annual Report. However there were no employees who were in receipt of
remuneration for which details need to be disclosed.
SHARE CAPITAL:
During the financial year there was no change in the Share Capital of
the Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act, 2013 an extract of
the Annual Return in Form No. MgT - 9 is annexed herewith.
BOARD OF DIRECTORS MEETING:
During the year ended 31st March, 2015, the Company had Seven (07) Board
Meetings and the gap between the two meetings of the Board is as per
Companies Act, 2013. The following dates, namely 30th April, 2014, 30th
May, 2014, 12th August, 2014, 26th September, 2014, 14th November, 2014,
13th February, 2015 and 19th March, 2015.
COMMITTEES OF BOARD:
Following are the various Committees formed by Board:
Audit Committee
Nomination & Remuneration Committee Stakeholder Relationship Committee
The details of the composition of committees, its roles and
responsibility along with number of meetings held are given in the
Report of Corporate Governance.
As the Company is loss making Corporate Social Responsibility Committee
(CSR) and policy is not applicable.
REMUNERATION POLICY :
The remuneration policy, takes into account the circumstance of business
so as to attract and retain quality talent and leverage performance
significantly.
Remuneration of the Executive Director is determined by the Board, on
the recommendation of the Nomination & Compensation Committee which is
subject to the approval of the shareholders.
Non-Executive Directors are also entitled to sitting fees for attending
meetings of the Board and Committees thereof the quantum of which is
determined by the Board. However, No sitting fees was paid to
Non-Executive Directors, for any meeting of the Board, Audit Committee,
Independent Directors Committee, Nomination and Remuneration Committee
and the Stakeholders Relationship Committee.
PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation. The Board has evaluated performance of all the Directors and
expressed its satisfaction. Evaluation procedure covered Board's
functioning such as adequacy of the size and composition of the Board
and its Committees to ensure diversity and adequate skills in the best
interest of the Company as a whole.
FAMILIARIZATION PROGRAMME FOR DIRECTORS
A well informed familiarized Board member can contribute significantly
to effectively discharge its role of trusteeship in a manner that
fulfils stakeholders' aspirations and societal expectations. In pursuit
of this, the Directors are updated on a continuing basis on changes /
developments in the domestic / global corporate and industry scenario
including those pertaining to statutes / legislations and economic
environment, to enable them to take well informed and timely decisions.
DISCLOSURES:
i. Whistleblower Policy
The Company has a Whistleblower Policy to report genuine concerns and
grievances. The same is explained in the Corporate Governance Report.
The practice of the Whistleblower Policy is overseen by the Audit
Committee of the Board and no employee has been denied access to the
Committee.
ii. Prevention of Sexual harassment Policy
During the year 2014-15, No Complaints were received by the Company
relating the sexual harassment.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank and acknowledge with gratitude
the co-operation and assistance received from various Government
Authorities, Professionals and other Agencies during the accounting
period under reference.
The Directors also wish to place their deep appreciation to the
continued trust and confidence reposed by the Shareholders of
On behalf of the Board
For SM ENERGY TEKNIK & ELECTRONICS LTD
DILIP PIMPARKAR GORDHANLAL PHALORE
DIRECTOR EXECUTIVE DIRECTOR
DIN :01563979 DIN : 06360979
Place: Mumbai
Date: 12th August, 2015
Mar 31, 2014
To the Members,
The Directors present their 31 st Annual Report together with the
Audited Accounts for the year ended 31 st March, 2014. FINANCIAL
RESULTS
(Rs. in Thousands)
2013-2014 2012-2013
(12 months) (9 months)
Total Income 1,800 4,377
Profit/(loss) before Depreciation & Tax 728 524
Less: Depreciation 1,210 926
Less: Prior Period Expenses/tax of
earlier years - -
Profit/(loss) after depreciation and
before tax (451) (402)
Deferred Tax 3,038 -
Profit/(Loss) after Tax 3,498 402
MANAGEMENT DISCUSSION AND ANALYSIS PERFORMANCE
Total Income for the year has been Rs. 1,800 thousands as against Rs.
4,377 thousands in the previous period. The operations for the year
under review have resulted into loss of Rs. 3,498 thousands as against
loss of Rs. 402 thousands in the previous period
INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK INDUSTRIAL SCENARIO
The Company''s performance continued to be affected on account of
suspension of industrial activity at the factory consequent to closure
of the unit.
APPROVAL FOR SALE OF UNDERTAKING In pursuance of the approval from the
shareholders in the Annual General Meeting held on 10th October, 2012,
the Board after careful scrutiny of the offers received for sale of
undertaking of the Textile Machinery Division at Baroda has entered in
to an MOU with a leading machinery manufacturer for sale of Textile
Machinery Division. The residual formalities with regard to completion
of the sale are under progress. The proceeds of the sale utilized for
clearance of the residual liabilities of the company with an intention
to make the company totally debt and liability free. The Board hopes
that this would pave way for an efficient platform for commencement of
the new business being proposed by the Board.
COMMENCEMENT OF NEW BUSINESS The Board has taken further steps in
commercially entering in to the business of Industrial Estate
Development as well as redevelopment of realty projects. The Board is
hopeful that in the ensuing years these businesses will gather swift
momentum which would result in facilitating revival of the company''s
financial position.
ADEQUACY OF INTERNAL CONTROL The Company has a proper and adequate
system of internal control to ensure that all activities are monitored
and controlled and all systems are safeguarded and protected.
The Company adheres to all internal controls and policies as well as
compliance of all applicable regulations.
The Audit Committee of the Board of Directors reviews the adequacy of
controls.
DIVIDEND
In view of loss, the directors are unable to declare any dividend for
the year. .
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr Jeetendra B Wala retires by
rotation and being eligible, offers himself for reappointment.
DEPOSITS
The Company has not accepted/renewed any deposits during the year.
EMPLOYEES RELATIONS
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their wholehearted support
and co-operation to the Company during the period. The relationship
between the employees and the Management remained cordial throughout
the year under review.
HUMAN RESOURCE DEVELOPMENT The Company has a team of able and
experienced professionals. The Board is hopeful that this team will
lead the Company fora better and fruitful future.
AUDITORS
Necessary resolution for adoption is being moved separately in this
ensuing Annual General Meeting.
In so far as the Audit Report for the period ending 31st March, 2014 is
concerned, the accounts of the Company read with the notes thereon are
self explanatory to the comments made by the Auditors.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby states and confirms
that: -
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial period/year and of the loss
of the company for that period/year;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the Directors had prepared the Annual Accounts on a going concern
basis.
STATUTORY INFORMATION
The information required under Section 217 (1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings/outgo is
appended hereto and forms part of this Report.
None of the employees are drawing salary in excess of the limit
specified, whose particulars are required to be included in the
Directors'' Report as required under Section 217 (2A) of the Companies
Act, 1956.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance has been appended.
COMPLIANCE CERTIFICATE
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreements is attached to this report.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge their appreciation for the support
and co-operation received from various Government Authorities, Banks,
Textile Machinery Manufacturers Association, Engineering Export
Promotion Council and other Agencies during the period under review.
On behalf of the Board
SM ENERGY TEKNIK & ELECTRONICS LTD.
DILIP PIMPARKAR GORDHANLAL PHALORE
DIRECTOR DIRECTOR
Place: Mumbai
Date : 30th May, 2014
Mar 31, 2013
To the Members,
The Directors present their 30th Annual Report together with the
Audited Accounts for the period/year ended 31st March, 2013.
(Rs. in Thousands)
FINANCIAL RESULTS 2011-2013 2000-2012
(9 months) (15 months)
Total Income 4,377 49,633
Profit/(loss) before Depreciation & Tax 524 (3,357)
Less: Depreciation 936 2,043
Less : Prior Period Expenses/tax
of earlier years - 6,590
Profit/(loss) after depreciation and
before tax (402) (12,191)
Profit/(Loss) after Tax (402) (12,191)
MANAGEMENT DISCUSSION AND ANALYSIS PERFORMANCE
Total Income for the period has been Rs. 4,377 thousands as against Rs.
49,633 thousands in the previous period. The operations for the period
under review have resulted into loss of Rs. 402 thousands as against
loss of Rs. 12,191 thousands in the previous period
INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK INDUSTRIAL SCENARIO
The Company''s performance continued to be affected on account of
uncertainty in the economy in general.
APPROVAL FOR SALE OF UNDERTAKING
In pursuance of the approval from the shareholders in the Annual
General Meeting held on 10''" October, 2012, the Board after careful
scrutiny of the offers received for sale of undertaking of the Textile
Machinery Division at Baroda has entered in to an MOU with a leading
machinery manufacturer for sale of Textile Machinery Division. The
residual formalities with regard to completion of the sale are under
progress. The proceeds of the sale are being utilized for clearance of
the residual liabilities of the company with an intention to make the
company totally debt and liability free. The Board hopes that this
would pave way for an efficient platform for commencement of the new
business being proposed by the Board.
COMMENCEMENTOFNEWBUSINESS
The Board has taken further steps in commercially entering in to the
business of Industrial Estate Development as well as redeveloping of
realty projects. The Board is hopeful that in the ensuing years these
businesses will gather shift momentum which would result in
facilitating revival of the company''s financial position.
CAPITAL AND BORROWING
The company has also received Listing Approval dated 18th July, 2013
from the Bombay Stock Exchange Ltd. (BSE) for allotment of 57,32,000
equity shares of Rs. 10/- each at par to the promoters and its
associates in pursuance of the In-Principle approval obtained from BSE
for issue of said shares to the promoters and its associates on
preferential basis as per exemption order granted by the SEBI.
Necessary other formalities with the statutory authorities are under
process
ADEQUACY OF INTERNAL CONTROL
The Company has a proper and adequate system of internal control to
ensure that all activities are monitored and controlled and all systems
are safeguarded and protected.
The Company adheres to all internal controls and policies as well as
compliance of all applicable regulations.
The Audit Committee of the Board of Directors reviews the adequacy of
controls.
DIVIDEND
In view of loss, the directors are unable to declare any dividend for
the year.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr Sunil Rao retires by
rotation and being eligible, offers himself for reappointment.
DEPOSITS
The Company has not accepted/renewed any deposits during the year
EMPLOYEES RELATIONS
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their wholehearted support and co-
operation to the Company during the period. The relationship between
the employees and the Management remained cordial throughout the period
under review.
HUMAN RESOURCE DEVELOPMENT
The Company has a team of able and experienced professionals. The
Board is hopeful that this team will lead the Company for a better and
fruitful future.
AUDITORS
Necessary resolution for adoption is being moved separately in this
ensuing Annual General Meeting.
In so far as the Audit Report for the period ending 31 st March, 2013
is concerned, the accounts of the Company read with the notes thereon
are self explanatory to the comments made by the Auditors.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby states and confirms
that: -
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures:
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial period and of the loss of
the company for that period/year;
(lii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities:
(iv) the Directors had prepared the Annual Accounts on a going concern
basis.
STATUTORY INFORMATION
The information required under Section 217 (1 )(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 with respect to
conservation of energy, technology absorption and foreign exchange
earnings/outgo is appended hereto and forms part of this Report.
None of the employees are drawing salary in excess of the limit
specified, whose particulars are required to be included in the
Directors'' Report as required under Section 217 (2A) of the
CompaniesAct, 1956.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance has been appended
COMPLIANCE CERTIFICATE
A certificate from the auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreements is attached to this report.
ACKNOWLEDGMENT
Your Directors wish to acknowledge their appreciation for the support
and co-operation received from various Government Authorities, Banks,
Textile Machinery Manufacturers Association, Engineering Export
Promotion Council and other Agencies during the period under review.
On behalf of the Board
SM ENERGY TEKNIK & ELECTRONICS LTD
DILIP PIMPARKAR GORDHANLAL PHALORE
DIRECTOR DIRECTOR
Place: Mumbai
Date: 31 st July, 2013
Mar 31, 2010
The Directors present their 27th Annual Report together with the
Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
(Rs. in Thousands)
2009-2010 2008-2009
Total Income 73,317 71,549
Profit / (Loss) before Depreciation
& Tax 1,628 (3,373)
Less: Depreciation 1,728 1,880
Less : Prior period adjustments 64 -
Profit/(Loss) after depreciation
and before tax (164) (5,253)
Fringe Benefit Tax - 125
Profit/(Loss) after Tax (164) (5,378)
MANAGEMENT DISCUSSION AND ANALYSIS
PERFORMANCE
Total Income for the year has been Rs. 73,317 thousands as against
Rs.71,549 thousands in the previous year. The operations for the year
under review have resulted into loss of Rs. 164 thousands as against
loss of Rs.5,378 thousands in the previous year.
INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK
INDUSTRIAL SCENARIO
The positive growth especially in the textile machinery segment
continues to give comfort to the company. This is already reflected in
the Companys performance for the year under review. In addition, the
Company has already identified other areas of operations. Upon freezing
the options, the Board will take appropriate decision in the best
interest of the Company. The Board has also taken initiative to reduce
the overhead expenses of the Company. These are reflected in the
financial performance results.
CAPITAL & BORROWING
The Company had received advances against shares application money
amounting to Rs.57,320 thousands. At the Annual General Meeting held on
26th September 2007, the Company had passed a Special Resolution for
allotment to its Promoters and their Associates of 57,32,000 equity
shares of Rs.10/- each at par value ranking pari pasu in all respects
including as to the dividend with existing equity shares of the
Company.
Thereafter, upon application made by the acquirers for exemption from
complying with the provision of Regulation 11(1) of Securities &
Exchange Board of India (SEBI) for Substantial Acquisition of Shares
and Take Over Regulation, 1997 with regard to the proposed preferential
allotment of the equity shares, the Security Exchange Board of India
(SEBI) has granted the said exemption to the acquirers vide its order
dated August 11, 2008. The company is in the process of allotment of
the shares on preferential basis subject to the various other
regulatory permissions which are under process.
ADEQUACY OF INTERNAL CONTROL
The Company has a proper and adequate system of internal control to
ensure that all activities are monitored and controlled and all systems
are safeguarded and protected.
The Company adheres to ail internal controls and policies as well as
compliance of all applicable regulations.
The Audit Committee of the Board of Directors reviews the adequacy of
controls.
DIVIDEND
In view of loss, the directors are unable to declare any dividend for
the year.
DIRECTORS
Mr Dilip Pimparkar, Director, retires from office by rotation and being
eligible offers himself for re-appointment.
DEPOSITS
The Company has not accepted/renewed any deposits during the year.
EMPLOYEES RELATIONS
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their wholehearted support and co-
operation to the Company during the year. The relationship between the
employees and the Management remained cordial throughout the year under
review.
HUMAN RESOURCE DEVELOPMENT
The Company has a team of able and experienced professionals. The
Company employs 48 employees and provides personal development
opportunities. AUDITORS
M/s. Chaturvedi & Shah, Chartered Accountants, Auditors, hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received certificate from
the Auditors to the effect that their reappointment, if made, would be
within the prescribed limits under Section 224 (1B) of the Companies
Act, 1956. The remarks made in Audit Report and notes thereon are
self-explanatory.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby states and confirms
that :-
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
loss of the company for that year;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the Directors had prepared the Annual Accounts on a going concern
basis.
STATUTORY INFORMATION
The information required under Section 217 (1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 with respect to conservation of
energy, technology absorption and foreign exchange earnings/outgo is
appended hereto and forms part of this Report. None of the employees
are drawing salary in excess of the limit specified, whose particulars
are required to be included in the Directors Report as required under
Section 217 (2A) of the Companies Act, 1956. CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance has been appended. COMPLIANCE
CERTIFICATE
A certificate from the auditors of the Company regarding - ympiiance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreements is attached to this report.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge their appreciatr. . for the Super
and co-operation received from various Government Authorites
Textile Machinery Manufacturers Association.
Engineering Export Promotion Council and other Agencies during the year
under review.
On behalf of the Board
SM ENERGY TEKNIK & ELECTRONICS LIMITED
Place : Mumbai V. R. BALACHANDRA
Date : 30th July, 2010 Managing Director