Samtel (India) Ltd

To The Members of Samtel India Limited

Your Directors are pleased to present the 29^th Annual Report together withthe Audited Accounts of the Company for the financial year ended 31^st March,2011.

FINANCIAL RESULTS

The key financial highlights are as under:

OPERATIONS

During the financial year under review, the Company registered gross turnover ofRs.122.10 lacs by way of other income only as against a turnover of Rs. 93.97 lacsincluding other income of Rs. 84.83 lacs during the previous financial year. The Companyended the financial year with loss after tax of Rs. 0.27 lacs as against a net profit ofRs. 4.99 lacs during the previous financial year.

Due to depressed market conditions in the Color Picture Tube Industries and shrinkingmargins, the Company did not carry out any trading business of color picture tubes.

To come out of the difficult situation and revitalize the Company, your Directors havebeen exploring various other business opportunities including creating requisiteinfrastructures to carry out the business of outsourcing various services. In this regard,the Company has taken steps in the field of manpower supplies/consultancy. Your Directorsare hopeful that in the coming years the business of outsourcing including manpowersupplies/consultancy will help the Company immensely.

DIVIDEND

Your directors do not recommend any dividend for the year, due to the losses.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of sub-section 2AA of Section 217 of the Companies Act, 1956, your Directorsstate and confirm:

1. That in the preparation of Annual Accounts for the financial year ended 31^stMarch 2011; the applicable accounting standards have been followed and that there has beenno material deviation.

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that were reasonable and prudent to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand also of the loss of the Company for the year ended 31^st March, 2011.

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularity have been ensured.

4. That the Directors have prepared the Annual Accounts for the year ended 31^stMarch 2011, on a going concern basis.

FIXED DEPOSITS

During the year under review, no deposits have been invited or accepted from thePublic.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 and the Articles of Association ofthe Company, Mr. Om Wadhwa, is liable to retire by rotation and being eligible, offerhimself for reappointment.

AUDITORS

The Auditors of the Company, M/s S.S. Kothari Mehta & Co., Chartered Accountants,New Delhi retire at the forth coming Annual General Meeting and being eligible offerthemselves for re-appointment. The Company has received a letter from them to the effectthat their appointment, if made, would be within the prescribed limits under section224(1B) of the Companies Act, 1956. The Board of Directors recommends theirre-appointment, as Statutory Auditors for the financial year 2011-12 for your approval.

AUDITORS’ REPORT

The Auditors’ Report are self-explanatory and thus, do not require anyexplanation.

PARTICULARS OF EMPLOYEES

The Company did not have any employee on its rolls during the year, drawing salary inexcess of the limits prescribed under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance, as prescribed under the Listing Agreement with the Stock Exchange. Aseparate Report on the Corporate Governance alongwith necessary certificates and reportson Management Discussion & Analysis, are enclosed as part of this Annual report.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company had closed its manufacturing operations in 2005. Therefore, the particularsas prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read withthe Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988are not disclosed.