satellite engineering ltd Directors report

DIRECTORS

Dear Shareholder:

Your Directors are pleased to present the 51^st Annual Report with the Audited Accounts of the Company for the year ended 31.3.2013.

FINANCIAL RESULTS :
		(Rs. In Lacs)
Particulars	2012-2013	2011-2012
Total Income	1.40	22.15
Profit /(Loss) before Depreciation & Tax	(12.25)	(14.04)
Less : Depreciation	10.04	12.11
Finance Cost	2.87	—
Profit /(Loss) Before Tax	(25.16)	(26.15)
Less : Provision for Tax
Current Taxes	—	—
Short/(Excess) Provisions	—	—
Net Profit/(Loss) After Tax	(25.16)	(26.15)
Balance brought forward	(386.51)	(360.36)
Balance carried to Balance sheet	(411.67)	(386.51)
Earnings per share	(0.74)	(0.76)

FINANCIAL HIGHLIGHTS:

OPERATIONS:

During the year, the total turnover has been decreased and stood at Rs. 1.40 Lacs as compared to last year’s Rs. 22.15 Lacs. The Company has incurred net loss after tax of Rs. 25.16 Lacs as compared to net loss of Rs. 26.15 Lacs of the last year. Overall working was affected due to general slowdown in the Industry.

DIVIDEND :

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

FUTURE PROSPECTS:

At the beginning of the current year, the company have developed and started acquiring orders from the corporates. Further, the Company is already establishing an infrastructure, whose roots are already converting into shoots of growth. The Company is expecting to see drastic changes in the view point of Turnover and profitability. The Company is also exploring diversifications of business from the conventional lighting.

Since the production plant has seen and faced problems due to location, the Board of Directors are planning of moving the plant to the outskirts of Ahmedabad. The Company is also planning on refurbishing and repairing the structural damage done to the Gandhidham assets during this year.

RISKS AND CONCERNS:

The Company keeps facing stiff competition by our Asian neighbors and unhealthy competition form the Local markets. With an experience of 51 years, we have developed relations, 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 are conducted to analyses quantitative energy conservation patterns, and variances are rigorously scrutinized. The company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies, towards getting the cost of energy down for every unit produced.

Total energy consumption and energy consumption per unit of production :

Particulars		31-03-2013	31-03-2012
(A) Power and Fuel Consumption:
Electricity:
(a) Purchased
Units	Kwh	6892	14352
Total Amount	Rs.	56856	118407
Rate/ Unit	Rs.	8.25	8.25
(b) Own Generation through Diesel Generator set
Units	Kwh	—	—
Unit per liter of Diesel Oil	Kwh	—	—
Cost/Unit	Rs.	—	—
(B) Consumption per Unit of Production :
Electricity consumed per vial (in units)		—	—

(C) Foreign Exchange Earnings & Outflow :

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

DIRECTORS:

In accordance with the provisions of the Articles of Association and of the Companies Act 1956, Mr. Aniket Shah, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Board has re-appointed and revised the remuneration terms of Mr. Anand Shah, Managing Director of the Company, w.e.f. 1st April, 2013, for further period of 3 years at its Meeting held on 14th February 2013, subject to the approval of the members in general meeting.

During the year Mr. Janak Nanavaty has resigned from the Directorship of the Company, w.e.f 14^th February, 2013 and Mr. Amit Shah was appointed as an additional Director of the Company, w.e.f. 14^th February, 2013.

The Board appreciate the contribution made by the outgoing Director, during his tenure

The brief particular of Directors, for which approval of members for their appointment or re-appointment is sought, has been provided in the Corporate Governance Report pursuant to Clause 49 of the Listing Agreement.

PUBLIC DEPOSITS:

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

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and certificate obtained from practicing Chartered Accountant confirming its compliance, is provided separately and forming part of this Report. The Board of Directors supports the basic principles of corporate governance. In addition to this, the board lays strong emphasis on transparency, accountability and integrity.

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

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted/ reconstituted by the Board of Directors are given in the Corporate 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, as there 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 the following:

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

The Directors have 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 ended on 31st March. 2013.

The Directors have 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.

The Directors have prepared the attached statements of accounts for the year ended 31st March, 2013 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 5 years and trading of shares is not done. The Company had applied for the revocation of suspension for trading of shares at BSE and submitted all the necessary documents to BSE. The Board of Directors pleased to inform that In-principle approval for revocation of suspension in trading of equity shares was granted by BSE through letter dated July 23, 2012. It is expected that the company’s shares will once again start trading at BSE, which will be helpful to all the Shareholders of the Company.

AUDITORS & AUDITORS REPORT:

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

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

ACKNOWLEDGEMENT:

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

	By order of the Board
30th May, 2013	Anand A. Shah
Ahmedabad	Managing Director