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)

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