Satellite Engineering Ltd

Dear Shareholder:

Your Directors are pleased to present the 50th Annual Report with the Audited Accountsof the Company for the year ended 31.3.2012.

FINANCIAL RESULTS :

FINANCIAL HIGHLIGHTS: OPERATIONS:

During the year, the total turnover has been decreased and stood at Rs. 21.82 Lacs ascompared to last year's Rs. 56.85 Lacs. The Company has incurred net loss after tax of Rs.26.15 Lacs as compared to net profit of Rs. 0.19 Lacs of the last year. Overall workingwas affected due to general slowdown in the Industry.

DIVIDEND :

Your Directors do not recommended any dividend for the year, due to loss of the currentyear and carried forward loss of the past years.

FUTURE PROSPECTS:

At the forefront of completing 50 years in the lighting industry, we have developedourselves and our relations into good business. We at this year are adding our focus fromthe traditional distribution networks for our products to huge corporate vendorships. Weat this year are going to develop and automize our machineries to meet with the demand forthe products. We have already started placing the roots into corporate mechanisms, andhope to start reaping the fruits soon. On the export front, we are renewing relationshipswith our export customers, and are focusing on acquiring their orders with the newtechnology being installed in our plants. We hope to achieve this with the financialsupport of the Banks.

We are working on establishing a joint venture with our Asian partners, and will bestarting LED production, at the earliest. We are also planning on establishing traderelations to equip us with new technology and better market roots.

RISKS AND CONCERNS:

The Company keeps facing stiff competition by our Asian neighbors, and unhealthycompetition form the Local markets. With an experience of 50 years, we have developedrelations, and are soon working on countering the same.

Energy Conservation

(Information under section 217(1)(e) of the Companies Act, 1956.)

The company has a continuous focus on energy conservation. Regular studies areconducted to analyses quantitative energy conservation patterns, and variances arerigorously scrutinized. The company regularly benchmarks its energy conservation levelsand consistently works towards improving efficiencies, towards getting the cost of energydown for every unit produced.

Total energy consumption and energy consumption per unit of production :

(C) Foreign Exchange Earnings & Outflow :

There is no foreign exchange earnings during the year (last year NIL), while foreignexchange outgo of the company is Nil (Last year Nil).

DIRECTORS:

In accordance with the provisions of the Articles of Association and of the CompaniesAct 1956, Mr. Vinodchandra M. Parikh, Director of the Company, is liable to retire byrotation at the ensuing Annual General Meeting and being eligible, offer himself forre-appointment.

The brief particulars of director, for which approval of members for their appointmentor re-appointment is sought, has been provided in the Corporate Governance Report pursuantto Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS:

The company has not invited or accepted any deposits under Section 58A of the CompaniesAct, 1956, from the public, during the year.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a separatesection on Corporate Governance and certificate obtained from practicing CharteredAccountant confirming its compliance, is provided separately and forming part of thisReport. The Board of Directors supports the basic principles of corporate governance. Inaddition to this, the board lays strong emphasis on transparency, accountability andintegrity.

Report on Management Discussion and Analysis is provided in separate section andforming part of this report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in theCorporate Governance Report annexed which forms part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies(Particulars of Employees) Rules, 1988 as amended are not applicable to the company, asthere are no employees whose remuneration is in excess of the limits prescribed.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 I would like to state thefollowing:

In the preparation of the Annual Accounts, the applicable accounting standards havebeen followed.

The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company, at the end of the financial year ended on31st March. 2012.

The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the attached statements of accounts for the year ended 31stMarch, 2012 on a going concern basis.

REVOCATION OF SUSPENSION ON BSE

The Company's shares are presently under suspension category at Mumbai Stock Exchange(BSE), since last 4 years and trading of shares is not done. The Company had applied forthe revocation of suspension for trading of shares at BSE and submitted all the necessarydocuments to BSE. The Board of Directors pleased to inform that In-principle approval forrevocation of suspension in trading of equity shares was granted by BSE through letterdated July 23, 2012. In near future, the company's shares will once again start trading atBSE and it will helpful to all the Shareholders of the Company.

AUDITORS & AUDITORS REPORT:

M/s. Apaji Amin & Co., Chartered Accountants, retire at the forthcoming AnnualGeneral Meeting and have shown his willingness to re-appoint, if approved by the membersin the ensuing Annual General Meeting. Shareholders are requested to appoint auditors fromthe conclusion of this Annual general Meeting up to the conclusion of the next AnnualGeneral Meeting and fix their remuneration.

Notes forming part of the accounts are self explanatory as far as Auditor's Report isconcerned and therefore, it do not require any further comments.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the valuableassistance and co-operation extended by the Bankers, vendors, customers, advisors, thegeneral public and for the valued efforts and dedication shown by the Company employees atall levels. Your Directors also sincerely acknowledge the confidence and faith reposed bythe shareholders of the Company.