sterling powergensys limited reports/annual report 2014-15.pdf · to create such charges, mortgages...

30TH ANNUAL REPORT 2014 - 2015

STERLING POWERGENSYS LIMITED

BOARD OF DIRECTORS

S VENKATA SUBRAMANIAN EXECUTIVE CHAIRMAN DEEPAKKUMAR SHAH* MANAGING DIRECTOR RANJIT CHARAN SINGH MANAGING DIRECTOR MUKUND GOPAL GHARPURE INDEPENDENT NON EXECUTIVE DIRECTOR RAJESH ULHAS DESHPANDE INDEPENDENT NON EXECUTIVE DIRECTOR BAKUL SHAH** INDEPENDENT NON EXECUTIVE DIRECTOR DINESH KUMAR AGARWAL EXECUTIVE DIRECTOR YASH DHARMENDRA SANGHVI NON EXECUTIVE DIRECTOR PAYAL RAJU SAVLA INDEPENDENT NON EXECUTIVE DIRECTOR SANJAY DATTARY JADHAV CHIEF FINANCIAL OFFICER * resigned w.e.f. 06.02.2015 **resigned w.e.f. 08.05.2015

BANKERS

BANK OF MAHARASHTRA ICICI BANK LTD. CANARA BANK HDFC BANK

AUDITORS

GMJ & CO. CHARTERED ACCOUNTANTS 3RD & 4TH FLOOR, B-WING, VASTU DARSHAN, AZAD ROAD, ANDHERI (E), MUMBAI - 400 069. REGISTRED OFFICE & UNIT- I

A –8/4, MIDC INDUSTRIAL AREA, MURBAD, DIST: THANE, MAHARASHTRA - 421 401. CORPORATE OFFICE 2/10, MEGHAL SERVICE INDUSTRIAL ESTATE, DEVIDAYLA ROAD, MULUND - WEST, MUMBAI-400 080. UNIT – II INDIAN CORPORATION, BLDG.NO 190, GODOW NO - 8 GUNDAVALIGAON DAPODA VILLAGE, MANKOLI NAKA, BHIWANDI, THANE - 421302 SHARE TRANSFER AGENT & REGISTRAR BIGSHARE SERVICES PVT. LTD. E –2/3, ANSA INDUSTRIAL ESTATE, SAKINAKA ROAD, SAKI NAKA, ANDHERI (EAST), MUMBAI – 400 072.

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NOTICE TO THE MEMBERS

Notice is hereby given that the Thirtieth Annual General Meeting (AGM) of the members of the company will be held at it’s Registered Office at A 8/4, M.I.D.C. Murbad, Dist: Thane 421 401, on Monday the 28thSeptember 2015 at 4.00 P.M. to transact, with or without modification(s) the following business : ORDINARY BUSINESS: 1. To receive, consider and adopt the financial statements of the Company which includes the Audited Balance Sheet as

at 31st March, 2015, the Statement of Profit and Loss for the financial year ended as on that date and Cash Flow Statement together with reports of the Board of Directors and the Statutory Auditor thereon.

2. To appoint a Director in place of Mr. Dinesh Kumar Agarwal, (DIN: 02854858) , who retires by rotation and being eligible, offers himself for re-appointment

3. To consider and if thought fit, to pass, the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and all other relevant provisions of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force),the appointment of M/s. GMJ & Co., Chartered Accountants, Mumbai (Firm Registration Number 103429W with the Institute of Chartered Accountants of India),as Auditors of the Company, by resolution passed at the Twenty-ninth AGM until the conclusion of Thirty-second AGM, be and is hereby ratified for the balance term and accordingly they continue to hold office from the conclusion of the Thirtieth AGM until the conclusion of the Thirty-second AGM on such remuneration as may be agreed upon by the Audit Committee/ Board of Directors in consultation with the Auditors.”

SPECIAL BUSINESS: 4. To Consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary

Resolution: “RESOLVED THAT pursuant to the provisions of Section 149,150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mrs. Payal Raju Savla (DIN: 06930673), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f 10th November 2014,pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 and who holds office up to the date of this AGM and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) Consecutive years for a term upto March 31, 2020, not liable to retire by rotation.”

5. To Consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149,150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Yash Dharmendra Sanghvi (DIN: 06934650), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f10th November 2014,pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 and who holds office up to the date of this AGM and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, whose term of office shall be liable to be determined to retire by rotation as per the Companies Act 2013 and Article of Association of the Company”

6. To Consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149 and 152 read with and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force),Mr. Ranjit Charan Singh (DIN: 07089706), who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 6th February 2015, pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 and who holds office up to the date of this AGM and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, whose term of office shall be liable to be determined to retire by rotation as per the Companies Act 2013 and Article of Association of the Company.”

7. To approve the appointment of Mr. Ranjit Charan Singh (DIN: 07089706) as Managing Director, and in this regard to

consider and if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to provisions of Section,196, 197, 202 and 203 read with schedule V and all other applicable provisions, if any , of the Companies Act, 2013 and the Companies ( Appointment and remuneration of managerial personnel) rules, 2014 (including any statutory modification (s) or re-enactment thereof for the time being

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in force), subject to such sanctions as may be necessary, the consent and approval of the Company be and is hereby accorded to the appointment of Mr. Ranjit Charan Singh (DIN: 07089706), as Managing Director of the Company for a period of three (3) years w.e.f. 15th February, 2015 on the remuneration and on such terms and conditions, as approved by the remuneration committee, and set out in the explanatory statement annexed hereto, with the authority to the Board of Directors of the Company (‘the Board’) and the Remuneration Committee (‘the Committee’) to alter and vary the terms and conditions including remuneration of the said appointment and/or agreement from time to time and in such manner as may be agreed to by the Board/Committee and Mr. Ranjit Charan Singh (DIN: 07089706) subject to the conformity with the provisions of the Companies Act, 2013. RESOLVED FURTHER that in the event of absence or inadequacy of profit in any financial year, the remuneration payable to Mr. Ranjit Charan Singh shall be governed by Schedule V of the Companies Act, 2013, or any modification(s) thereto. RESOLVED FURTHER that the Board/Committee be and is hereby authorized to do all such acts, deeds and things as may be considered necessary to give effect to the aforesaid resolution.”

8. To consider and if thought fit, to pass with or without modification the following resolution as Special Resolution:

“RESOLVED THAT consent of the Company be and is hereby accorded to the Board of Directors under Section 180(1)(c) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifications or re-enactments thereof for the time being in force) and the Articles of Association of the Company for borrowing, whether by way of Term Loan / Equipment Finance / Cash Credit facilities or the like, from time to time, any sum or sums at its discretion from Financial Institutions / Banks/ Others on such terms and conditions and with or without security as the Board of Directors may think fit, which together with the moneys already borrowed by the Company (apart from temporary loans obtained from the bankers of the Company in the ordinary course of business) shall not exceed in the aggregate at any time exceed Rs. 100,00,00,000/- (Rupees One Hundred Crore Only). RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to finalize, settle and execute such documents/deeds/writings/agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deemed necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard and also to delegate all or any of the above powers to the Directors or the Principal Officers of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”

9. To consider and if thought fit, to pass with or without modification the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 consent of the Company be and is hereby given to the Board of Directors of the Company to create such charges, mortgages and hypothecations on such movable and immovable properties, both present and future and in such manner as the Board may deem fit, together with the power to take over the substantial assets of the Company in certain events in favour of the Financial Institutions/Banks/any other investing agencies/trustees for the holders of debentures/bonds/other instruments which may be issued to and subscribed by all or any other person(s)/bodies corporate by way of private placement or otherwise, to secure rupee/foreign currency loans, debentures, bonds or other instruments (hereinafter collectively referred to as “Loans”) provided that the total amount of Loans together with interest thereon, additional interest, compound interest, costs, charges, expenses and all other monies payable by the Company in respect of the said Loans, shall not, at any time exceed Rs. 100,00,00,000/- (Rupees One Hundred Crore Only)..

10. To consider and if thought fit to pass with or without modifications the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and all applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) and re-enactment thereof, for the time being in force) , the existing Articles of Association of the Company be and are hereby replaced with the new Articles of Association placed before the members at this meeting and initialed by the Company Secretary for the sake of identification, and the New Articles of Association be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company. “RESOLVED FURTHER THAT the Board of Directors of the Company or any other Committee thereof be and is hereby authorized to do all acts, deeds, matter and things and take all such steps as may be necessary, proper or expedient to give effect to the resolution.’’

Registered Office: or and on behalf of the Board A-8/4, MIDC, INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED MURBAD, DIST: THANE, MAHARASHTRA - 421401 RANJIT CHARAN SINGH DATE : 12TH AUGUST , 2015 MANAGING DIRECTOR

(DIN:07089706)

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. The business set out in the Notice will be transacted through electronic voting system and the Company

is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 19.

3. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set out

in the Notice is annexed. 4. Corporate members intending to send their authorized representatives to attend the Meeting pursuant to Section

113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.

6. A statement giving the details of the Directors seeking appointed / reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships, memberships / chairmanships for Board / Committees, shareholding and relationship between Directors inter-se as stipulated in Clause 49 of the Listing Agreement with Stock Exchange, are provided in the Annexure.

7. The Register of Members and the Share Transfer Books of the Company will remain closed on 28th September, 2015.

8. The Company was not having any pending unclaimed dividend to be transferred to Investor Education and Protection Fund (IEPF) in Pursuant to the provisions of Section 125 of the Companies Act, 2013.

9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Registrar /Company.

10. Members desirous of seeking any information concerning the Accounts of the Company are requested to address their queries in writing to the Company at least seven days before the date of the meeting so that the requested information can be made available at the time of the meeting.

11. Members / Proxies are requested to please bring their copies of the Annual Report to the meeting.

12. The Company’s shares are listed on Bombay Stock Exchange, Delhi Stock Exchange, Ahmedabad Stock Exchange, Madras Stock Exchange & Kolkata Stock Exchange.

13. Members holding shares in physical form are requested to notify immediately any change in their address with PIN CODE to the Registrar and Transfer Agent of the Company at the address given below AND in case their shares are held in demat, this information should be passed on directly to their respective Depository Participants and not to the Company.

Registrar and Share Transfer Agents :

Bigshare Services Pvt. Ltd., E –2/3, Ansa Industrial Estate, Sakinaka Road, Saki Naka,Andheri (E),Mumbai – 400 072. Tel No.–022- 40430200, E-mail [email protected]

14. Relevant documents referred to in the Notice and in the Explanatory Statements are open for inspection at the

registered office of the Company during office hours on all working days except public holidays between 11.00 AM and 1.00 P.M. upto the date of the Annual General Meeting.

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15. Members/Proxies holding their Shares in Physical mode are requested to fill the enclosed attendance slip and handover the same at the entrance with signature. In the absence thereof, they may not be admitted to the meeting venue.

16. Members who are holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification at the meeting.

17. In all correspondence with the Company, members are requested to quote their Folio Number and in case their shares are held in demat form, they must quote their DP ID and Client ID Number.

18. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

19. Voting through electronic means: (i) Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management

and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules,2015 and Clause 35B of the Listing Agreement, the Company will be providing members facility to exercise their right to vote on resolutions proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by Central Depository Securities Limited (“CDSL”). The detailed procedure to be followed in this regard has been given below. The members are requested to go through them carefully.

(ii) The Board of Directors of the Company has appointed Mr. Prabhat Maheshwari, Partner, GMJ & Associates, Company Secretaries, Mumbai as Scrutinizer to scrutinize the e-voting and remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

(iii) The facility for voting through e-voting system shall be made available at the Meeting and the members

attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through e-voting.

(iv) The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be

entitled to cast their vote again. (v) The Company has engaged the services of Central Depository Services Limited (CDSL) as the Agency to

provide e-voting facility. (vi) Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member /

beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. 21st September 2015. (vii) A person, whose name is recorded in the register of members or in the register of beneficial owners

maintained by the depositories as on the cut-off date, i.e. 21st September2015, only shall be entitled to avail the facility of e-voting / remote e-voting.

(viii) Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and

holding shares as on the cut-off date i.e.21st September 2015, may obtain the necessary details from Bigshare Services Pvt. Ltd. (Registrar & Transfer Agents of the company).

(ix) The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will, not later

than three days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www.sterlingpowergensysltd.com and on the website of CDSL https://www.evotingindia.com. The results shall simultaneously be communicated to the Stock Exchange.

(x) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of

the Meeting, i.e. 28th September 2015. (xi) The instructions for shareholders voting electronically are as under:

(i) The voting period begins at 9.00 A.M. (IST) on Thursday, 24th September 2015 and ends at 5.00 P.M. (IST) on Sunday, 27th September, 2015. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21st September2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on Shareholders. (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

http://www.sterlingpowergensysltd.com/

http://www.evotingindia.com/


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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv)

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].



mailto:[email protected]



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ANNEXURE TO THE NOTICE Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013.

ITEM NO.4:

Mrs. Payal Raju Savla was appointed as an Additional Director/Independent Director of the Company with effect from 10th

November 2014. Your Board proposes to regularize her appointment and appoint her as an Independent Director of the

Company under Section 149 and 161(1) of the Act and clause 49 of the Listing Agreement, for one term of Five Years,

commencing from 1st April 2015.

As per the current provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an Independent director

is permitted to be appointed for a term of consecutive period of 5 years, without being liable to retire by rotation. Mrs. Payal

Raju Savla is not disqualified from being appointed as a Director in terms of section 164 of the Act. The company has

received notice in writing from a member along with deposits of requisite amount under section160 of the Act proposing the

candidature of Mrs. Payal Raju Savla for the office of Director of the Company. The company has also received declaration

from Mrs. Payal Raju Savla that she meets with the criteria of independence as prescribed both under sub section (6) of

section 149 of the Act andunder clause 49 of the Listing Agreement.

Brief resume of Mrs. Payal Raju Savla nature of her expertise in specific functional areas and names of Companies in

which she hold directorships and memberships / chairmanships of Board committees, shareholding and relationships

between directors inter-se as stipulated under clause 49 of the Listing Agreement with the stock exchanges, are provided

herein below.

Copy of the draft letter for appointment of Mrs. Payal Raju Savla as Independent Director, setting out terms and conditions

are available for inspection by members at the registered office of the company.

This statement may also be regarded as disclosure under clause 49 of the Listing Agreement with the stock exchanges.

None of the Directors/ Key Managerial Personnel of the company/their relatives are, in any way, concerned or interested,

financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolution set out at Item No.4 of the notice for approval by the shareholders.

ITEM NO.5 :

Mr. Yash Dharmendra Sanghvi was appointed as an Additional Director of the Company with effect from 10th November

2014. Your Board proposes to regularize his appointment.

Mr. Yash Dharmendra Sanghvi was appointed as an Additional Director of the Company with effect from 10th November

2014. In terms of Section 161 (1) of the Companies Act, 2013 and as per Articles of Association of the Company, Mr. Yash

Dharmendra Sanghvi holds office only upto the date of the forthcoming Annual General Meeting but is eligible for

appointment as a Director. A Notice under Section 160(1) of the Companies Act, 2013 has been received from a member

signifying his intention to propose Mr. Yash Dharmendra Sanghvi’s appointment as Director of the Company.

Brief resume of Mr. Yash Dharmendra Sanghvi nature of his expertise in specific functional areas and names of

Companies in which he hold directorships and memberships / chairmanships of Board committees, shareholding and

relationships between directors inter-se as stipulated under clause 49 of the Listing Agreement with the stock exchanges,

are provided herein below.

Copy of the draft letter for appointment of Mr. Yash Dharmendra Sanghvi as Director, setting out terms and conditions are

available for inspection by members at the registered office of the company.


None of the Directors/ Key Managerial Personnel of the company/their relatives are, in any way, concerned or interested,

financially or otherwise, in this resolution.

The Board recommends the Ordinary Resolution set out at Item No.5 of the notice for approval by the shareholders.

ITEM NO. 6 &7 :

Mr. Ranjit Charan Singh was appointed as an Additional Director of the Company with effect from 6th February 2015. Your

Board proposes to regularize his appointment.

Mr. Ranjit Charan Singh was appointed as an Additional Director of the Company with effect from 6th February 2015. In

terms of Section 161 (1) of the Companies Act, 2013 and as per Articles of Association of the Company, Mr. Ranjit Charan

Singh holds office only upto the date of the forthcoming Annual General Meeting but is eligible for appointment as a

Director. A Notice under Section 160(1) of the Companies Act, 2013 has been received from a member signifying his

intention to propose Mr. Ranjit Charan Singh’s appointment as Director of the Company

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Mr. Ranjit Charan Singh has also been appointed as a Managing Director of the Company for a period of three (3) years

effective 15th February 2015.

Mr. Ranjit Charan Singh is a Science Graduate from Bombay University. He has a vast diversified industry experience of around 4 decades. He has worked with conglomerate like HUL, and has hands on experience in different verticals like Personal care, home care & Foods. His industrial experience bouquet consists of various areas of operations like Project Management, Quality Assurance and Safety. He is advising industry on aspects like Product development, Project Management, and Industrial Safety.

The Nomination and the Remuneration committee and the Board of Directors (the “Board”) is of the opinion that, with his industrial knowledge & experience, the Company will benefit immensely by his appointment.

The principal terms and conditions of Mr. Ranjit Charan Singh’s appointment as Managing Director are:

1 The Managing Director shall exercise and perform such powers and duties as the Board of Directors of the company

(hereinafter called “The Board”) shall, from time to time, determine and subject to any directions and restrictions, from

time to time, given and imposed by the Board and subject to the restrictions contained hereinafter, he shall have the

general control, management and superintendence of the business of the Company with power to appoint and dismiss

employees and to enter into contracts on behalf of the Company in the ordinary course of business and to do and

perform all other acts and things, which in the ordinary course of business he may consider necessary or proper or in

the interest of the Company.

2. Without prejudice to the generality of the powers vested in the Managing Director under the proceeding clause hereof,

the Managing Director shall be entitled to exercise the following powers:-

a. Together with other authorised officer(s) of the company to open and operate on any banking or other account and to draw, make, accept, execute, endorse, discount, negotiate, retire, pay satisfy and assign cheques, drafts, bills of exchange, promissory notes, hundies, interest and dividend warrants and other negotiable or transferable instruments or securities;

b. To engage employees and other servants for the Company as per the recommendation of concerned units;

c. To increase the salary or the remuneration of any employee or servant of the Company;

d. Singly or together with other authorised officer (s) of the Company, to enter into contracts for the purchase of goods and hiring of services for the Company.

e. To institute, prosecute, defend, oppose, appear or appeal, to compromise, refer to arbitration, abandon subject to judgment, proceed to judgment and execution or become non-suited in any legal proceedings relating to customs or excise duties, tax on income, profits and capital and taxation generally or otherwise.

3. The Managing Director shall, throughout the said term, devote the whole of his time, attention and abilities to the business of the Company, and shall obey the orders, from time to time, of the Board and in all respects confirm to and comply with the directions and regulations made by the Board, and shall faithfully serve the Company and use his utmost endeavor to promote the interest thereof.

4. The principal terms & conditions of the agreement appointing Mr. Ranjit Charan Singh are as under:

A. Period of appointment : - Three years

B. Remuneration ( Effective 15th February, 2015)

(a) Salary:

i) Salary of Rs 9,00,000/- ( Rs. Nine lakh Only) Annually ( 1st Year)

ii) Salary of Rs. 10,50,000/-( Rs. Ten lakh Fifty Thousand Only) Annually ( 2nd year )

iii) Salary of Rs. 12,00,000/- ( Rs. Twelve lakh Only) Annually ( 3rd Year)

C. The terms and conditions of the said appointment/re-appointment and/or agreement may be altered and varied from time to time by the Board as it may, in its discretion deem fit so as not to exceed the limits specified in Schedule V to the Companies Act, 2013, or any amendment made hereafter in this regard.

D. The agreement may be terminated by either party giving the other party three months’ notice. However, the appointment may be terminated by less than three months’ notice by mutual consent between the parties.

E. If any time the Managing Director ceases to be a Director of the Company for any cause whatsoever, he shall cease to be the Managing Director.

F. The Managing Director shall be entitled for leave benefits as per the rules of the Company ie 6 days Sick Leave,

6 days Casual Leave & 24 days paid leave.

Minimum Remuneration

In the absence of inadequacy of profits in any financial year Mr. Ranjit Charan Singh , Managing Director may be paid remuneration by way of salary, perquisites and other allowance not exceeding the limits specified in Schedule V to the Act.

8

5. Other terms and Conditions

a) The Managing Director hereby agrees to follow the Code Conduct adopted by the Company and any modification

thereof.

b) No sitting fees will be paid to Managing Director for attending the Meeting of the Board of Director or Committee

thereof.

c) He shall be entitled to the reimbursement of entertainment expenses actually and properly incurred by him, in the

course of business of the Company and travelling, hotel and other expenses incurred by him in India and abroad,

exclusively on the business of the Company, as per the rules of the Company or as approved by the Board of

Directors.

d) He shall not engage himself, either directly or indirectly or be interested in any capacity whatsoever or render

assistance during the term of this agreement with the Company to any firm, company or persons whether a

manufacturer, dealer or trader in goods or products which are of the same or similar kind and nature as those of

the Company.

e) As long as he functions as Managing Director, he shall not be interested or otherwise concerned directly or

indirectly, through his wife or children, in any selling agency of the company, without the prior approval of the

Central Government.

f) The Company shall be entitled to terminate employment of the Managing Director, if he is unable to perform his

duties by reason of ill health, accident or disability for a period of 90 days, in any period of twelve consecutive

calendar months,

g) The terms and conditions of the appointment and / or Agreement may be altered and varied from time to time by

the Board of Directors of the Company as it may be permissible and if deem fit. However, such variation shall not

provide for payment of remuneration in excess of the limits specified in the Schedule V of the Companies Act,

2013 or any amendments made thereto.

h) Any property of the Company and any Information, trade secrets or other information relating to the business and

affairs of the company, Including memorandum, notes, papers, records, reports, sketches, plans or other

documents, which the Managing Director may be privy to or be in possession of or are under the controls of the

Managing Director at the time of termination of his employment shall be delivered by the Managing Director to

the company or as it shall direct, and the Managing Director shall not have any copyright over any such

document, which he hereby acknowledges to have vested in the Company or its assigns and binds himself not to

retain ay hard or soft copies of any of them.

6. The Managing Director shall not, during the continuance of his employment or any time thereafter, divulge or disclose

to any person, firm, Company, body corporate or concern whatsoever or make any use whatever for his own or for

whatever purpose of any confidential information or knowledge obtained by him during his employment of the business

or affairs of the Company or of any trade secrets or secret processes of the Company and the Managing Director shall,

during the continuance of his employment hereunder, also use his best endeavors to prevent any other person, firm,

Company, body corporate or concern from doing so.

7. The Company, with a view to protect the Interest of the Managing Director, hereby agree to indemnify and keep

Indemnified the Managing Director against any costs, charges and expenses that the Managing Director may suffer or

is required to incur, in respect of any action, suit, proceedings or prosecution that may be taken or initiated against him

by any person or persons, or any Government, either State or Central or any statutory authorities in respect of any

matters relating to Finance, Accounts and / or legal affairs & taxation (both direct and indirect) of the Company during

or after his employment with the Company.

8. It is hereby clarified that the company in view of such action, suit or proceedings or prosecution that may be initiated

against the Managing Directors aforesaid will engage the services of the best legal advisors and directly arrange for

and pay for all the legal fees and provide all the necessary information, instructions and legal advice, papers and

documents as may be required to defend such legal proceeding and pay all actual fine or damages that the Managing

Director may be required to suffer or incur in view of such actions that may be initiated against him. The indemnity

granted hereunder shall survive this Agreement.

9. The Company shall be at liberty from time to time to appoint a person or persons to be Managing Director (s) jointly with the Managing Director.

10. The Managing Director hereby agrees that he will not, at any time, after the termination of this agreement, represent himself as being in any way connected with or interested in the business of the Company.

This may be treated as an abstract under Section 302 of the Companies Act, 2013 of the terms of the agreement with Mr. Ranjit Charan Singh.


None of the Directors/ Key Managerial Personnel of the company / their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Item no 6 & 7 of the notice as Ordinary Resolution & Special Resolution respectively for approval by the shareholders.

9

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT

Name Dinesh Kumar

Agarwal Payal Raju

Savala Yash Dharmendra

Sanghvi

Ranjit Charan Singh

Directors Identification Number (DIN) 2854858 6930673 6934650 7089706

Age 40 Yrs 32 yrs 23 Yrs 60 Yrs

Qualification ACA, ACS ACA Commerce Graduate

& BBA- IT Science

Graduate

Expertise in Specific Area Finance, Accounts & Statutory Compliance

Audit & Accounts

Commercial & Administration

Project Management

Date of first Appointment on the Board of the Company

27.05.2010 10.11.2014 10.11.2014 06.02.2015

Shareholding in Sterling Powergensys Ltd.

12500 Nil Nil Nil

List of Directorship held in other companies

Nil Nil Nil Nil

Membership/Chairmanships of Audit and Stakeholders Remuneration Committee

Member of Stakeholder Relationship Committee.

Chairperson of Audit

Committee.

N.A. N.A.

ITEM NO. 8 &9 : Pursuant to the provisions of Section 180 (1) of the Companies Act, 2013, the Board of Directors of the Company shall exercise their borrowings powers in excess of the Paid Up Share Capital & Free Reserves, (apart from temporary loans obtained from the Company Bankers in ordinary course of business) only with the consent of the Shareholders at the General Meeting of the Company. The Board of Directors therefore seeks the approval of the Members at the ensuing Annual General Meeting under Section 180(1) (c) to borrow monies from time to time on behalf of the Company not exceeding Rs. 100,00,00,000/- (Rupees One Hundred Crore Only). for the business of the Company. The approval of the shareholders is also required for creation of mortgages, charges and hypothecations etc. to secure aforesaid borrowings under Section 180(1)(a) of the Companies Act, 2013. However, Section 180(1) of the Companies Act, 2013, provides that the Board of Directors of the Company shall exercise the said powers only with the consent of the Company by a Special Resolution. Hence, the Special Resolution at Item No. 8 & 9 is intended for this purpose. It may be noted that Directors of the Company and their relatives who are members of the Company, may be deemed to be concerned or interested in this Resolution only to the extent of their respective shareholding in the Company to the same extent as that of every other member of the Company. ITEM NO. 10 The existing Articles of Association (“AOA’’) of the Company are based on Companies Act, 1956 and several regulations in the existing Articles contain reference to specific sections of the Companies Act, 1956. Some regulations in the existing AOA are no longer in conformity with the provisions of the Companies Act, 2013 (“Act). With the enactment of the Act, several regulations of the existing AOA of the Company require alteration and/or deletion. Given this position, it is considered expedient to wholly replace the existing AOA by a new set of AOA. A copy of the draft new set of AOA is available for inspection by the members at the Registered office of the Company on all working days (except Sundays and public holidays) between 11.00 to 01.00 p.m. up to the date of Annual General Meeting for perusal by the shareholders. None of the Directors and/or, Key Managerial Personnel of the Company and their relatives, is in any way, concerned or interested in the said resolution. The Board of Directors accordingly recommends the Special Resolution set out in Item No.10 of the accompanying Notice for the approval of the members of the Company. Registered Office: For and on behalf of the Board A-8/4, MIDC, INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED MURBAD, DIST: THANE, MAHARASHTRA - 421401 DATE :12TH AUGUST , 2015 RANJIT CHARAN SINGH

MANAGING DIRECTOR (DIN: 07089706)

10

DIRECTORS' REPORT TO THE SHAREHOLDERS

Your Directors have great pleasure in presenting the 30thAnnual Report together with the Audited Accounts of the Company for the year ended March 31, 2015.

FINANCIAL HIGHLIGHTS:

Particulars Year ended 31.03.2015 Year ended 31.03.2014

(Rs.InLacs) (Rs.InLacs)

Sales & Other Income 105.43 524.03

Profit / (Loss) before tax and appropriations -21.53 11.4

Add: Exceptional Items --- 2.08

Add: Provisions Reversed --- 7.88

Profit / (Loss) after tax -21.53 21.36

Add : Adjustment for depreciation as per Companies Act 2013 -14.39 ----

Add : Balance brought forward from previous year -642.85 -664.22

Balance carried to Balance Sheet -678.77 -642.85

OPERATIONAL REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 105.43 Lacs including the other income against turnover in the previous year of Rs. 524.03 Lacs. Further the Company has posted a loss of Rs 21.53 Lacs for the year ended 31st March 2015 as against a profit of Rs. 21.36 Lacs during the previous year ended 31st March 2014.

DIVIDEND: In view of accumulated losses, the Directors are unable to recommend any dividend.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31stMarch, 2015 was Rs. 5,09,60,000 divided into 50,96,000 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity.

SUBSIDIARIES &ASSOCIATE COMPANIES:

Company is not having any subsidiary or Associates companies.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of CSR activities under the Companies Act, 2013 do not apply to your company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors had 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 and of the profit and loss of the company for that period;

(c) the Directors had 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;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure ‘A’ and forms an integral part of this Report.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Dinesh Kumar Agarwal, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, the Company has appointed Mrs. Payal Raju Savala as an Additional Director of the Company with effect from 10th November 2014. Your Board proposes to regularize her appointment and appoint her as an Independent Director of the Company under Section 149 and 161(1) of the Act and clause 49 of the Listing Agreement for one term of Five Years commencing from 1st April, 2015.

Mr. Yash Dharmendra Sanghvi was appointed as an Additional Director of the Company with effect from 10thNovember, 2014. Your Board proposes to regularize his appointment and appoint him as Director of the Company.

Mr. Ranjit Charan Singh was appointed as an Additional Director of the Company with effect from 6thFebruary, 2015. Your Board proposes to regularize his appointment and appoint him as Director of the Company.

The Board of Directors on the recommendation of the Remuneration and Nomination Committee appointed Mr. Ranjit Charan Singh as Managing Director for a period of 3 years with effect from 15th February, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel.

Sr. No. Name of the person Designation

1 Mr. Ranjit Charan Singh Managing Director

2 Mr. Dinesh Kumar Agarwal, Company Secretary

3 Mr. Sanjay Dattatray Jadhav Chief Financial Officer (CFO)

BOARD EVALUATION:

The performance evaluation of the non-executive directors is done by the Board annually. This evaluation is based on the attendance and contribution of the member at the board/ committee –meetings. The process also consider core competency, expertise, personnel characteristics and specific responsibility of the concerned director.

The performance evaluation of the Chairman and the Managing Director was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2014-15 as under:

During the financial year ended 31st March, 2015, five Board Meetings were held on the following dates: (1) 26th May 2014 (2) 14th July 2014 (3) 10th November 2014 (4) 6th February 2015 and (5) 30thMarch 2015.

The composition is as under:-

Name of the Directors Category of Directors

Number of outside Directorship

Attendance No. of Shares held in the Company As at 31.03.2015

Directorship # Board meeting

Last AGM Public Private

Mr. S. Venkata Subramanian Executive Chairman - - 5 Yes 464450

Mr. Deepak kumar Shah* Executive Managing Director

- 1 3 Yes 245050

Mr. Ranjit Charan Singh** Executive Managing Director

- - 2 No Nil

Mr. Mukund Gopal Gharpure Independent Non Executive

- 2 4 Yes Nil

Mr. BakulZaverchand Shah*** Independent Non Executive

- - 5 Yes Nil

Mr. Rajesh Ulhas Deshpande Independent Non Executive

- 2 5 Yes Nil

Mr. Dinesh Kumar Agarwal Executive Whole-time Director

- - 5 Yes 12500

Mr. Yash Dharmendra Sanghvi****

Non Executive Director -- -- 3 No Nil

Mrs. Payal Raju Savala **** Independent Non Executive

- - 3 No Nil

12

* Resigned w.e.f 06th February 2015. ** Appointed as additional director w.e.f 06th February 2015 and appointed as Managing Director w.e.f. 15th February 2015. *** Resigned w.e.f 09th May 2015. **** Appointed w.e.f 10th November 2014

# Excluding Directorships in Foreign Companies and Companies under Section 8 of the Companies Act, 2013

No Director is related to any other Director on the Board in terms of the provisions of the Companies Act, 2013. Memberships of the Directors in various Committees are within the permissible limits of the Listing Agreement.

The members of the Board have been provided with the requisite information mentioned in the Listing agreement well before the Board Meetings.

Details of the Directors retiring by rotation and seeking reappointment (in pursuance of Clause 49 of the Listing Agreement)

Name Dinesh Kumar

Agarwal

Payal Raju Savala

Yash Dharmendra Sanghvi

Ranjit Charan Singh

Directors Identification Number (DIN)

02854858 06930673 06934650 07089706

Age 40 Yrs 32 yrs 23 Yrs 60 Yrs

Qualification ACA, ACS ACA Commerce Graduate & BBA- IT

Science Graduate

Expertise in Specific Area Finance, Accounts & Statutory

Compliance

Audit & Accounts Commercial & Administration

Project Management

Date of first Appointment on the Board of the Company

27.05.2010 10.11.2014 10.11.2014 06.02.2015

Shareholding in Sterling Powergensys Ltd.

12500 Nil Nil Nil

List of Directorship held in other companies

Nil Nil Nil Nil

Membership/Chairmanships of Audit and Stakeholders Remuneration Committee

Member of Stakeholder Relationship Committee.

Chairperson of Audit Committee.

N.A. N.A.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are as under:

The following terms of reference stipulated by the Board of Directors to the Audit Committee cover all the matters specified under the Listing Agreement as well as the provisions of Section 177 of the Companies Act 2013.

1. To oversee the financial reporting process.

2. To oversee the disclosure of financial information.

3. To recommend appointment / removal of statutory auditors and fixation of their fees.

4. To review the quarterly /half yearly financial results and the annual financial statements with the management, internal auditors and the statutory auditors.

5. To consider the report of the internal auditors and to discuss their findings with the management and to suggest corrective actions wherever necessary.

6. To review with the management, statutory auditors and the internal auditors the nature and scope of audits and the adequacy of internal control systems.

7. To review the major accounting policies and compliances with accounting standards and listing agreement entered into with the stock exchange and other legal requirements concerning financial statements.

8. To look into the reasons for any substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors, if any.

9. To review related party transactions of material nature, with promoters or the management and their relatives that may have potential conflict with the interest of the company at large

10. To investigate any matter covered under section 177 of the Companies Act 2013.

11. To review the financial and risk management policies.

All the members of the audit committee are non-executive Directors. Mr. Dinesh Kumar Agarwal, Company Secretary acts as secretary to the committee. (i) During the financial year ended 31st March, 2015, four Audit Committee Meetings were held on the following dates:

(1) 26th May 2014 (2) 14th July 2014 (3) 10th November 2014 (4) 6th February 2015

13

The name and attendance of Audit Committee members are as under:

Name of the Audit Committee Members Designation No. of Meeting attended

Mr. Bakul Shah ( Chairman)* Chairman 4

Mr. Rajesh Ulhas Deshpande Member 4

Mr. Mukund Gopal Gharapure Member 4

(1) At the invitation of the Committee, Managing Director and other Financial Executives of the Company also attended the meetings to respond to queries raised at the Committee meetings. * Resigned w.e.f. 9th May 2015. Mrs. Payal Raju Savala has been appointed as Chairperson of the Audit Committee w.e.f. 9th May 2015.

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members and has been posted on the website of the Companywww.sterlingpowergensysltd.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Companywww.sterlingpowergensysltd.com

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties for the year under review were on arm’s length basis and were in the ordinary course of the business and thus provisions of Section 188 of the Companies Act, 2013 are not attracted. The disclosure in Form AOC-2 is accordingly, not required.

DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE067E01013.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company’s website www.sterlingpowergensysltd.com.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITOR:

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No.103429W) were appointed as the Statutory Auditors of the Company at the AGM held on 19th August 2014 to hold office until the conclusion of the third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. GMJ & Co.that their appointment, if made, would be in conformity with the limits specified in the said Section.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure ‘B’ and forms an integral part to this Report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self-explanatory and, therefore, do not call for any further comments.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Observations made in the report with regard to passing of resolution u/s 180(1) was mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period as the company had already passed resolutions u/s 293 of Companies Act 1956 in earlier shareholder meeting. However, the company would propose to shareholder for passing of resolution under section 180 in coming 30th AGM and ensure in future that all the provisions are complied to the fullest extent.




14

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control system, commensurate with the size. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the system.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ‘C’ to this Report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaints were reported.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the company’s risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

PARTICULARS OF EMPLOYEES:

The company does not have any employee whose particulars are required to be furnished in terms of the provisions of Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Company’s Shares are listed on Bombay Stock Exchange, Delhi Stock Exchange, Calcutta Stock Exchange, Madras Stock Exchange & Ahmedabad Stock Exchange.

CAUTIONARY STATEMENT:

Statements in this Directors’ Report describing the Company’s objectives, projections, estimates, expectations or predictions may be ‘forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expected or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

APPRECIATION:

Your Directors would like to express their sincere appreciation to the company’s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: For and on behalf of the Board A-8/4, MIDC, INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED MURBAD, DIST: THANE, MAHARASHTRA - 421401

DATE : 9th May, 2015 RANJIT CHARAN SINGH MANAGING DIRECTOR

(DIN: 07089706)

15

ANNEXURE ‘A’

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

(Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS

1. CIN L29213MH1984PLC034343

2. Registration Date 22nd October, 1984.

3. Name of the Company Sterling Powergensys Limited

4. Category / Sub-category of the Company Public Company Limited by Shares

5. Address of the Registered office & contact details A-8/4, MIDC Area, Murbad , 421401

Dist Thane. Maharashtra.

Tel :- 0254 -224727

6. Whether listed company Yes

Listed at :-

The Bombay Stock Exchange Ltd

The Stock Exchange Ahmedabad Ltd

The Madras Stock Exchange Ltd

The Delhi Stock Exchange Association Ltd

The Calcutta Stock Exchange Association Ltd.

7 Name, Address & contact details of the Bigshare Services Pvt. Ltd. Registration & Transfer Agent, if any. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai 400 072. Tel : - 022- 40430200 Fax :- 022 -28475207

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company are given below:

Sr. No.

Name & Description of main products/Services

NIC Code of the Product/service

% to total turnover of the Company

1 Roll Forming & Structural Fabrication 2811 25.84%

2 Job Work 2811 71.66%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No.

Name & Address of the Company CIN/GLN Holding /subsidiary/ Associate % of shares

held

Subsidiary Companies [Section 2(87)(ii)]

1 --Nil-- --Nil-- --Nil-- --Nil--

IV SHAREHOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity)

I Category-wise Share Holding:

No. of Shares held at the beginning of the year:

01/04/2014 No. of Shares held at the end of the year : 31/03/2015

C. Code Category of Shareholder Demat Physical

Total Shares

Total % Demat Physical Total

Shares Total %

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (IX)

(A) Shareholding of Promoter and Promoter Groups

(a) INDIVIDUAL / HUF 1042350 1161800 2204150 43.25 1041850 1161800 2203650 43.24

(b) CENTRAL / STATE GOVERNMENT(S)

0 0 0 0.00 0 0 0 0.00

(c) BODIES CORPORATE 0 439900 439900 8.63 0 439900 439900 8.63

(d) FINANCIAL INSTITUTIONS / BANKS 0 0 0 0.00 0 0 0 0.00

(e) ANY OTHERS (Specify)

(i) DIRECTORS RELATIVES 531600 21100 552700 10.85 531600 21100 552700 10.85

(ii) GROUP COMPANIES 0 0 0 0.00 0 0 0 0.00

(iii) TRUSTS 0 0 0 0.00 0 0 0 0.00

SUB TOTAL (A)(1) : 1573950 1622800 3196750 62.73 1573450 1622800 3196250 62.72

(a) INDIVIDUAL 0 0 0 0.00 0 0 0 0.00

(b) BODIES CORPORATE 0 0 0 0.00 0 0 0 0.00

(c) INSTITUTIONS 0 0 0 0.00 0 0 0 0.00

(d) QUALIFIED FOREIGN INVESTOR 0 0 0 0.00 0 0 0 0.00

(e) ANY OTHERS (Specify) 0 0 0 0.00 0 0 0 0.00

SUB TOTAL (A)(2) : 0 0 0 0.00 0 0 0 0.00

Total holding for promoters

(A)=(A)(1) + (A)(2) 1573950 1622800 3196750 62.73 1573450 1622800 3196250 62.72

Total (A) 1573950 1622800 3196750 62.73 1573450 1622800 3196250 62.72

(B) Public shareholding

(a) MUTUAL FUNDS / UTI 0 0 0 0.00 0 0 0 0.00

(b) FINANCIAL INSTITUTIONS / BANKS 0 7900 7900 0.16 0 7900 7900 0.16

(c) CENTRAL / STATE GOVERNMENT(S)

0 0 0 0.00 0 0 0 0.00

(d) VENTURE CAPITAL FUNDS 0 0 0 0.00 0 0 0 0.00

16

(e) INSURANCE COMPANIES 0 0 0 0.00 0 0 0 0.00

(f) FII'S 0 0 0 0.00 0 0 0 0.00

(g) FOREIGN VENTURE CAPITAL INVESTORS

0 0 0 0.00 0 0 0 0.00

(h) QUALIFIED FOREIGN INVESTOR 0 0 0 0.00 0 0 0 0.00 (i) ANY OTHERS (Specify) 0 0 0 0.00 0 0 0 0.00

SUB TOTAL (B)(1) : 0 7900 7900 0.16 0 7900 7900 0.16

(a) BODIES CORPORATE 4900 18200 23100 0.45 4711 18200 22911 0.45

(b) INDIVIDUAL

(i) (CAPITAL UPTO TO Rs. 1 Lakh) 274290 1230500 1504790 29.53 285915 1218700 1504615 29.53

(ii) (CAPITAL GREATER THAN Rs. 1 Lakh)

67860 133700 201560 3.96 66024 133700 199724 3.92

(c) QUALIFIED FOREIGN INVESTOR 0 0 0 0.00 0 0 0 0.00

(d) ANY OTHERS (Specify)

(i) TRUSTS 0 0 0 0.00 0 0 0 0.00

(ii) CLEARING MEMBER 0 0 0 0.00 2700 0 2700 0.05

(iii) DIRECTORS RELATIVES 0 0 0 0.00 0 0 0 0.00

(iv) EMPLOYEE 0 0 0 0.00 0 0 0 0.00

(v) NON RESIDENT INDIANS (NRI) 7500 154400 161900 3.18 7500 154400 161900 3.18

(vi) OVERSEAS BODIES CORPORATES 0 0 0 0.00 0 0 0 0.00

(vii) UNCLAIMED SUSPENSE ACCOUNT 0 0 0 0.00 0 0 0 0.00

SUB TOTAL (B)(2) : 354550 1536800 1891350 37.11 366850 1525000 1891850 37.12

Total Public Shareholding

(B)=(B)(1) + (B)(2) 354550 1544700 1899250 37.27 366850 1532900 1899750 37.28

Total (A) + (B) : 1928500 3167500 5096000 100.00 1940300 3155700 5096000 100.00

(a) SHARES HELD BY CUSTODIANS 0 0 0 0.00 0 0 0 0.00

(i) Promoter and Promoter Group 0 0 0 0.00 0 0 0 0.00

(ii) Public 0 0 0 0.00 0 0 0 0.00

SUB TOTAL (C)(1) : 0 0 0 0.00 0 0 0 0.00

(C)=(C)(1) 0 0.00 0 0 0 0.00

Total (A) + (B) : 1928500 3167500 5096000 100.00 1940300 3155700 5096000 100.00

Grand Total (A) + (B) + (C) 1928500 3167500 5096000 100.00 1940300 3155700 5096000 100.00

II Shareholding of Promoters:

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year % Change in share holding

during the year

No. of Shares

% of total shares of

the company

% of Shares pledged/

encumbered to total shares

No. of Shares

% of total Shares of

the company

% of Shares pledged/

encumbered to total shares

1 DHARMENDRA G SANGHVI 532700 10.453 0 532700 10.453 0 0

2 PARAM KAMLESH KAPADIA 520000 10.204 0 520000 10.204 0 0

3 S. VENKATA SUBRAMANIAN 464450 9.114 0 464450 9.114 0 0

4 PRADEEP G. SANGHVI 255150 5.007 0 254650 4.997 0 0.01

5 SWETA ALLOYS PVT. LTD 248900 4.884 0 248900 4.884 0 0

6 DEEPAKKUMAR SOMCHAND SHAH 245050 4.809 0 245050 4.809 0 0

7 CHANRA RISHI ESTATE PVT LTD 191000 3.748 0 191000 3.748 0 0

8 P R SHAH 127600 2.504 0 127600 2.504 0 0

9 PREMCHAND M SHAH 74700 1.466 0 74700 1.466 0 0

10 P G KRISHNA DAS 76200 1.495 0 76200 1.495 0 0

11 JITENDRA V RAO 60200 1.181 0 60200 1.181 0 0

12 BHANUMATHI N RAO 60000 1.177 0 60000 1.177 0 0

13 BADAMI BOTHRA 62000 1.217 0 62000 1.217 0 0

14 SANGHVI JATIN 40000 0.785 0 40000 0.785 0 0

15 S RAJGOPALAN 23900 0.469 0 23900 0.469 0 0

16 E S SANKARAN 23400 0.459 0 23400 0.459 0 0

17 SANHAVI BAKUL 20000 0.392 0 20000 0.392 0 0

18 SANGHVI YOGEN 20000 0.392 0 20000 0.392 0 0

19 PURUSHOTTAM NAIR 20000 0.392 0 20000 0.392 0 0

20 SANGHVI ROHIT 20000 0.392 0 20000 0.392 0 0

21 GUPTA D NIRMAL 20000 0.392 0 20000 0.392 0 0

22 SANGHVI HARESH 20000 0.392 0 20000 0.392 0 0

23 J M JAIN 15400 0.302 0 15400 0.302 0 0

24 DINESH KUMAR AGARWAL 12500 0.245 0 12500 0.245 0 0

25 PRAVEEN DULICHAND BOTHRA 10000 0.196 0 10000 0.196 0 0

26 JAYGOPI P PILLAI 9600 0.188 0 9600 0.188 0 0

27 V RAJALAKSHMI 9000 0.177 0 9000 0.177 0 0

28 VIMLA GAJESH BOTHRA 7000 0.137 0 7000 0.137 0 0

29 DULICHAND S BOTHRA 4000 0.078 0 4000 0.078 0 0

30 GEETA ARVIND BOTHRA 4000 0.078 0 4000 0.078 0 0

3196750 62.725 0 3196250 62.721 0 0

iii. Change in Promoters Shareholding:

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company

At the beginning of the year 3196750 62.725 3196750 62.725

DECREASE 30/06/2014 500 0.01 3196250 62.721

At the end of the year 3196250 62.721 3196250 62.721

17

IV. Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs & ADRs)

Sr. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares


the company

No. of shares % of total shares of

the company

1 GUPTA M DHARAMPAUL

At the beginning of the year 15,000 0.29 15,000 0.29

Bought during the year No change No change No change No change

Sold during the year No change No change No change No change

At the end of the year 15,000 0.29 15,000 0.29

2 GUPTA M VIJAYKUMAR





3 RAKESH S JAIN





4 MAYA BHOJWANI

At the beginning of the year 1,04,400 2.05 1,04,400 2.05



At the end of the year 1,04,400 2.05 1,04,400 2.05

5 NEETA D SHAH





6 SURESH BHOJWANI





7 RAKESH S JAIN





8 RAJENDRA KANTILAL MODY



Sold during the year

30-May-14 1500 0.72 36,660 0.72

06-Jun-14 200 0.72 36,460 0.72

13-Jun-14 300 0.71 36,160 0.71

25-Jul-14 500 0.7 35,660 0.7

09-Jan-15 100 0.7 35,560 0.7


9 RAMESHCHANDER VARMA


Bought during the year 764 0.27 13,764 0.27



10 MADHU RATHI





18

V Shareholding of Directors and key Managerial Personnel:

Sr. No.

For Each of the Directors & Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares


the company

No. of Shares


the company

1 S. VENKATA SUBRAMANIAN


Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase (e.g. allotment / transfer/bonus sweat equity etc) No change No change No change No change


2 DEEPAKKUMAR SOMCHAND SHAH




3 MR. RANJIT CHARAN SINGH

At the beginning of the year --NIL-- --NIL-- --NIL-- --NIL--


At the end of the year --NIL-- --NIL-- --NIL-- --NIL--

4 DINESH KUMAR AGARWAL




5 MUKUND GOPAL GHARPURE




6 BAKUL ZAVERCHAND SHAH




7 RAJESH ULHAS DESHPANDE




8 YASH DHARMENDRA SANGHVI




8 PAYAL RAJU SAVLA




8 SANJAY DATTATRAY JADHAV




19

VI INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued by not due for payment:

(Rs. In lacs)

Particulars Secured Loans excluding deposits

Unsecured Loan

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount - 238.16 - 238.16 ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - -

Total (I + ii + iii) - 238.16 - 238.16

Change in indebtedness during the financial year

Additions 121.34 7.74 - 129.08

Reduction (Net) -- 22.45 - 22.45

Net Change 121.34 -14.71 - 106.63

Indebtedness at the end of the financial year i) Principal Amount 344.79

ii) Interest due but not paid 121.34 223.45 - 1.33 iii) Interest accrued but not due 1.33 - - -

Total ( i + ii + iii) 122.67 223.45 - 346.12

VII REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Remuneration to Managing Director, Whole Time Director and /or Manager: (Rs. In lacs)

Sr. No.

Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

Chairman Managing Director *

Managing Director **

Executive Director

&Company Secretary

Mr. S. Venkata Subramanian

Mr. Dipakkumar Shah

Mr. Ranjit Charan Singh

Mr. Dinesh Kumar Agarwal

1 Gross Salary

(a) Salary as per provisions contained in section17(1) of the Income Tax 1961

3.00 2.48 0.68 7.2 13.36

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

- - - - -

(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961

- - - - -

2 Stock option - - - - -

3 Sweat Equity - - - - -

4 Commission - - - - -

- as % of profit - - - - -

- Others, (specify) - - - - -

5 - Others, please specify - - - - -

Total (A) 3.00 2.48 0.68 7.2 13.36

Resigned w.e.f 06th Feb 2015, ** appointed w.e.f 15th Feb 2015

B Remuneration to other Directors: Sr. No Particulars of Remuneration (Rs. In lacs)

1 Independent Directors Mr. Rajesh Ulhas

Deshpande Mr. Bakul

Shah

Dr.Mukund Gopal

Gharpure Mrs. Payal Raju Savla

Total Amount

(a) Fee for attending board committee meeting 0.38 0.38 0.28 0.09 1.13

(b) Commission - - - - -

(c) Others, please specify - - - - -

Total (1) 0.38 0.38 0.28 0.09 1.13

2 Other Non Executive Directors

Mr. Yash Dharmendra

Sanghvi

(a) Fee for attending board committee meeting 0.09 0.09

(b) Commission - -

(c) Others, please specify - -

Total (2) 0.09 0.09

Total Managerial Remuneration Total (B)=(1+2) 0.47 0.38 0.28 0.09 1.22

20

C. Remuneration to key Managerial Personnel other than MD/Manager /WTD:

(Rs. In lacs)

Sr. NO. Particulars of Remuneration Key Managerial Personnel

CFO Total

Mr. Sanjay D. Jadhav

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

4.08 4.08

(b) Value of perquisites u/s 17(2) of the Income Tax Act,1961

- -

(c) Profits in lieu of salary under section 17(3) of the Income Tax Act,1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission - -

- As % of profit - -

- Others, (specify) - -

5 Others, please specify - -

Total (C) 4.08 4.08

vii) PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the

Companies Act Brief

Description

Details of Penalty / Punishment /

Compounding fees imposed

Authority (RD/NCLT/ COURT)

Appeal made if any

(give details)

A COMPANY

Penalty

Punishment

Compounding

B DIRECTORS

Penalty

Punishment

Compounding

C OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

ANNEXURE ‘B’

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED31st MARCH, 2015

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To, The Members, STERLINGPOWERGENSYSLIMITED A-8/4, MIDC 3A, Murbad, Thane-421 401.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sterling Powergensys Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us are as on able basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed here under and also that the company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2015 according to the provisions of:

i. The Companies Act, 2013 and the rules made thereunder ii. The Securities Contracts (Regulation)Act, 1956 ('SCRA') and the rules made thereunder iii. The Depositories Act, 1996and the Regulations and Bye-laws framed thereunder iv. Foreign Exchange Management Act, 1999and the rules and regulations made thereunder to the extent of Advance remittance towards

Import v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"), viz:

a. The Securities and Exchange Board of India (Substantial acquisition of Shares and Takeover) Regulations,2011 b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992; c. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993 regarding the

Companies Act and dealing with client;

We have relied on the representation made by the company and its officers for systems and mechanism formed by the company for compliances under other applicable Acts, Laws and Regulations with respect to The Indian Boilers Act, 1923, The Steam Boiler and Smoke Nuisance Act, Employees

21

related Laws, Municipality Laws to the extent applicable, Direct and Indirect Tax Laws, Land Laws of respective States, Shops and Establishments Legislations and other local Laws as applicable. We have also examined compliance with the applicable clauses of The Listing Agreements entered into by the Company with BSE Limited, Delhi Stock Exchange Limited, Ahmedabad Stock Exchange Limited, Madras Stock Exchange Association Limited and Calcutta Stock Exchange Limited.

During the year under review, the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except to the extent as mentioned below:

1. The company has not taken shareholders' approval by a special resolution as required u/s180 (1)(a) & 180 (1)(c) of the Companies Act, 2013 and Rules made thereunder for borrowings exceeding 100 % of paid up capital and free reserves.

We further report that:

The Board of Directors of the company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out incompliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions are carried out unanimously at Board Meetings and Committee Meetings and recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the company has not undertaken event/action having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc. referred to above.

For GMJ & ASSOCIATES Company Secretaries

[CS P. MAHESHWARI] PARTNER FCS No. : 2405 COP No. : 1432

Place: Mumbai Date: 9th May, 2015

Note: This report is to be read with our letter of even date that is annexed as Annexure I and forms an integral part of this report.

ANNEXURE ‘C’ ANNEXURE ‘C’ TO BOARDS REPORT 2014-2015

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015 is given here below and forms a part of the Directors’ Report.

A. CONSERVATION OF ENERGY:

The manufacturing process of the Company are not energy intensive, therefore impact of energy saving devices is insignificant.

B. TECHNOLOGY ABSORPTION:

The Company has not imported any technology at any time during the year under review

RESEARCH AND DEVELOPMENT:

a) Specific area in which R & D has carried out by the Company The Company has carried out R & D in the area of product development & cost reduction.

b) Benefit derived as a result of R & D Company is able to offer products With better quality at reduced price.

c) Future Plan of action The Company plans to strengthen its R & D activity and intensify its cost reduction programme.

d) Expenditure on R & D Expenditure on R & D is not accounted for separately.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Amount in Rs.

2014-15 2013-14

a. Foreign Exchange outgo 13,35,770 41,65,174

b. Foreign Exchange earned -- 8,18,165

Registered Office: For and on behalf of the Board A-8/4, MIDC, INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED MURBAD, DIST: THANE, MAHARASHTRA - 421401

DATE : 9th May, 2015 RANJIT CHARAN SINGH MANAGING DIRECTOR

(DIN: 07089706)

22

INDEPENDENT AUDITOR’S REPORT To The Members of STERLING POWERGENSYS LIMITED

Report on the Financial Statements We have audited the accompanying financial statements of STERLING POWERGENSYS LIMITED (“the Company”), which comprise the Balance Sheet as at March 31st, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act 2013 (the ‘Act’) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We have conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal financial control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

1) Company is subject to interest liability on unpaid statutory dues and on other dues, the same has neither been paid or provided or quantified.

2) In respect of accounting of Gratuity for the employees, no provision has been made in Accounts for the same which is in contradiction to AS 15 - Employee Benefits issued by The Institute of Chartered Accountants of India.

3) In respect of deduction and contribution to Provident Fund for the employees, Company has not complied with the requirement of The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

4) Loans and advances to and from suppliers, others, sundry debtors and creditors are unconfirmed/unreconciled.

5) We are unable to quantify the effect of the above facts for want of relevant information and the effect thereof on the financials for the year ended 31st March, 2015.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matter described in the ‘Basis for Qualified Opinion’ paragraph above, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section143(3) of the Act, we report that: a) We have sought and except for matters described in Basis for Qualified Opinion paragraph, obtained

all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

23

b) Except for the effects of the matter described in the basis for qualified opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act.

g) The qualification relating to non-provision of interest liability on statutory dues and non-confirmation of loans and advances, sundry debtors, creditors etc., non-compliance of AS-15 on Employee benefits and The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 are stated in the Basis for Qualified Opinion paragraph above.

3. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i) The Company has disclosed the amount of pending litigations on its financial position in Note-26 to the Financial Statements which is in the nature of contingent liability being not required to be provided in the accounts.

ii) The Company does not anticipate any material foreseeable losses, on long- term contracts. iii) There were no amounts which were required to be transferred to the Investor Education and Protection

Fund.

For GMJ & Co. Chartered Accountants Firm’s Regn. No. 103429W

CA Atul Jain Partner M. No. 037097

Place :Mumbai Date: 9th May, 2015

ANNEXURE TO THE INDEPENDENT AUDITOR‘S REPORT

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation

of its fixed assets.

(b) All the fixed assets, have been physically verified by the management during the year and no discrepancies

were noticed on such verification

(ii) (a) In our opinion, physical verification of inventory lying with the company has been conducted at reasonable

intervals by the management.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable

and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. As explained to us, no discrepancies

were noticed on physical verification as compared to the book records.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the

register maintained under Section 189 of the Companies Act, 2013 and hence, the provisions of clauses iii (a) and

(b) of paragraph 3 of the Companies (Auditor’s Report) Order, 2015 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control

system commensurate with the size of the company and the nature of its business with regard to purchase of

inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any

continuing failure to correct major weaknesses in the internal control systems in respect of the aforesaid areas.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act

and the rules framed thereunder to the extent notified.

(vi) The Central Government of India has not prescribed the maintenance of cost records under subsection (1) of

Section 148 of the Act for any of the activities of the Company.

(vii) According to the records of the Company, examined by us and information and explanations given to us:

24

(a) The company is generally irregular in payment of undisputed statutory dues including provident fund, income

tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and others as

applicable with the appropriate authorities. The undisputed amounts payable in respect of aforesaid dues

outstanding as at 31 March 2015 for a period of more than six months from the date they became payable are

as follows:

Year Lease

Tax CST Gujarat VAT

Tax Deducted

at Source Service Tax

Professio

n Tax

Provident

Fund

Works

Contract

Tax

2014-15 - - - 1,71,543 37,294 12,225 - 12

2013-14 - - - - 11,28,799 - - -

2012-13 - - - - - - 28,089 -

2011-12 - - 27,06,353 - - - - -

2004-05 - 1,45,486 - - - - - -

1998-99 19,812 - - - - - - -

1997-98 39,624 - - 99,196 - - - -

1996-97 - - - 1,72,111 - - - -

Total 59,436 1,45,486 27,06,353 4,42,850 11,66,093 12,225 28,089 12

The above details do not include the amount due for payment, quantum of which is not

ascertained, under sales tax deferral scheme as shown under Other Long Term Liabilities

amounting to Rs. 2,44,46,488/-

(b) According to the records of the Company, the dues of Sales tax which are not deposited on

account of any dispute are as under:

Name of the

Statute Nature of the Dues Amount (Rs.)

Period to which

the amount

relates

Forum where dispute is

pending

Bombay Sales

Tax Act, 1959

Interest and Penalty

on BST 21,79,193 1995-2003

Deputy Commissioner of

Sales Tax (Appeals)

Central Sales Tax

Act, 1956

Interest and Penalty

on CST 21,83,693 1995-2003

Deputy Commissioner of

Sales Tax (Appeals)

(c) According to the information and explanations given to us, there were no amounts which were

required to be transferred to the investor education and protection fund in accordance with the

relevant provision of the Act and rules there under.

(viii) The company has accumulated losses as on 31st March 2015, which is more than 50% of its net-

worth. Further, it has incurred cash loss during the financial year but not in the immediately preceding

financial year.

(ix) The Company has not defaulted in repayment of dues to banks during the year under audit.

(x) The company has not given guarantee in respect of loans taken by others. Accordingly the provisions

of clause iii (x) of paragraph 3 of the Companies (Auditor’s Report) Order, 2015 are not applicable.

(xi) In our opinion, the term loans have been used for the purpose for which the same were obtained.

(xii) Based on the audit procedures performed and according to the information and explanations given to

us, we report that no fraud on or by the Company has been noticed or reported during the year.

For GMJ & Co.

Chartered Accountants

Firm’s Reg. No. 103429W

CA Atul Jain

Partner

M. No. 037097

Place: Mumbai

Date: 9th May, 2015

25


(formerly known as Sterling Strips Limited)

Balance Sheet as at 31st March, 2015

Amount in `

Particulars Note No.

As at 31st March, 2015


A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 2 5,09,60,000 5,09,60,000 (b) Reserves and surplus 3 -4,46,21,655 -4,10,30,134

63,38,345 99,29,866

2 Non-current liabilities

(a) Long-term borrowings 4 2,82,24,327 2,38,16,127 (b) Other long-term liabilities 5 2,44,46,488 2,44,46,488

5,26,70,815 4,82,62,615 3 Current liabilities

(a) Short Term Borrowings 6 52,66,322

- (b) Trade payables 7 3,93,82,736 5,05,85,437 (c) Other current liabilities 8 5,89,14,313 7,16,72,432 (d) Short-term provisions 9 3,34,576 3,46,853

10,38,97,947 12,26,04,722

TOTAL

16,29,07,107 18,07,97,203

B ASSETS

1 Non-current assets

(a) Fixed assets 10 (i) Tangible assets

3,41,62,411 2,68,42,509

(ii) Intangible assets

3,16,240 2,56,214 (iii) Capital work-in-progress

1,75,73,141 1,75,10,084

(b) Long-term loans and advances 11 93,36,212 1,39,46,883 (c) Other non-current assets 12 23,696 20,876

6,14,11,700 5,85,76,566 2 Current assets

(a) Inventories 13 5,25,10,776 5,20,18,750 (b) Trade receivables 14 4,67,68,835 6,95,77,405 (c) Cash and cash equivalents 15 4,85,260 1,88,439 (d) Short-term loans and advances 16 17,21,822 4,36,043

(e) Other current assets 17 8,714

-

10,14,95,407 12,22,20,637

TOTAL

16,29,07,107 18,07,97,203

Significant Accounting Policies

See accompanying Notes to the Financial Statements

1

As per the attached report of even date For GMJ & Co Chartered Accountants

For and on behalf of the Board of Directors

Atul Jain Partner (M.No. 037097)

Ranjit Singh Charan Managing Director

Dinesh Kumar Agarwal Executive Director & Company Secretary

Place : Mumbai Date : 9th May, 2015

26

STERLING POWERGENSYS LIMITED (formerly known as Sterling Strips Limited)

Statement of Profit & Loss for the Year Ended 31st March 2015 Amount in `

Particulars Note No.

For the year ended

31st March, 2015

For the year ended

31st March, 2014

1 Revenue from operations 18 1,02,05,376 5,20,67,180

2 Other income 19 1,07,94,244 3,36,205

3 Total revenue 2,09,99,620 5,24,03,385

4 Expenses (a) Cost of materials consumed 20 9,84,215 1,67,50,515 (b) Purchases of stock-in-trade

- 11,46,490

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

21 8,51,340 53,13,702

(d) Employee benefits expense 22 66,50,594 98,08,324 (e) Finance costs 23 7,29,355 -

(f) Depreciation and amortisation expense

10 20,53,711 29,49,089

(g) Other expenses 24 1,16,21,473 1,52,94,561

Total expenses 2,28,90,688 5,12,62,682

5 Profit / (Loss) before prior period items

-18,91,067 11,40,704

6 Prior period items 2,61,544 2,08,417

7 Profit / (Loss) before tax -21,52,611 13,49,121

8 Provision for Warranty & Guarantee reversed

- 1,60,123

9 Excess Provision for Depreciation Reversal Now

- 6,27,521

10 Tax expense: Current tax expense - -

11 Profit / (Loss) for the year -21,52,611 21,36,765

12 Earnings per share (Face Value of ` Rs 10/- each):

25

Basic & Diluted (including extraordinary items)

(0.42) 0.42

Basic & Diluted (excluding extraordinary items)

(0.42) 0.22

Significant Accounting Policies

See accompanying Notes to the Financial Statements

1

As per the attached report of even date For GMJ & Co Chartered Accountants


Atul Jain Partner (M.No. 037097)

Ranjit Singh Charan Managing Director

Dinesh Kumar Agarwal Executive Director & Company Secretary


27

STERLING POWERGENSYS LIMITED Notes to financial statements for the year ended 31st March, 2015

1 SIGNIFICANT ACCOUNTING POLICIES :

1.1 Basis of accounting and preparation of financial statements The financial statements are prepared to comply in all material aspects under the Historical Cost convention and in accordance with generally accepted accounting principles in India and the mandatory Accounting Standards prescribed under Section 133 of the Companies Act 2013 (‘Act’) read with Rule- 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified).

1.2 Use of Estimates

The preparation of financial statements requires estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent liabilities at that date of the financial statements and the result of operations during the reporting period. Although such estimates and assumptions are made on reasonable and prudent basis taking into account all available information, actual results could differ from these estimates and assumptions and such differences are recognised in the period in which results are crystallised.

1.3 Fixed Assets a) Tangible Assets

Fixed Assets are stated at historical cost less accumulated depreciation. Cost includes acquisition cost and directly attributable cost of bringing the assets to its working condition for its intended use.

b) Intangible Assets Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortisation. The cost comprises purchase price, borrowing costs and directly attributable costs of bringing the asset to its working condition for the intended use.

c) Capital Work in Progress comprises the cost of fixed assets that are not yet ready for their intended use at the reporting date. 1.4 Depreciation and Amortization a) Depreciation on all tangible assets is charged on “Straight Line Method” according to the useful life mentioned in Schedule II Part C to the

Companies Act, 2013 except for EDP Equipment’s for which based on internal assessment and independent technical evaluation carried out by external values the management believes that the useful life is 10 years which best represents the period over which management expects to use these assets. Hence the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

b) Intangible assets including software is amortised over the useful life not exceeding ten years. c) Leasehold land is amortised over the period of lease. 1.5 Borrowing Cost

Borrowing costs attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset. Other borrowing costs are recognized as expense in the period in which these are incurred.

1.6 Inventories Raw materials, stores, components and other consumables are valued at cost and net realisable value whichever is lower. The work-in-progress is valued at cost on estimate. Inventories have been valued excluding excise paid on purchases.

1.7 Cash and cash equivalents Cash and cash equivalents in the Cash Flow Statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less

1.8 Revenue Recognition Revenues from the sale of product are recognized upon delivery, which is when title passes to the customer. Revenue from labour charges is recognized on completion of job. In case of divisible large contracts the revenue is recognized on completion of each relevant part of the contract. Interest income is accounted on accrual basis.

1.9 Employee benefits Employee benefits such as salaries, allowances, non-monetary benefits which fall due for payment within a period of twelve months after rendering service, are charged as expense to the profit and loss account in the period in which the service is rendered. However gratuity expense is provided in cash basis.

1.10 Earning Per Share Basic Earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and ‚the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

1.11 Taxation Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred tax expense or benefit is recognized on timing differences being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available to realize such assets. In other situations, deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realize these assets.

1.12 Provisions, Contingent Liabilities and Contingent Assets A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statements. The estimated liability for product guarantee/warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise - being typically upto three years

1.13 Foreign currency transactions and translations Income and expenses in foreign currencies are converted at exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing on the balance sheet date. Any income or expense on account of exchange difference either on settlement or on translation is recognized in the Statement of Profit and Loss. In respect of accounting periods commencing on or after 7th December, 2006, exchange difference arising on reporting of the long-term foreign currency monetary items at rates different from those at which they were initially recorded during the period, or reported in the previous financial statements are added to or deducted from the cost of the asset and are depreciated over the balance life of the asset, if these monetary items pertain to the acquisition of a depreciable fixed asset

28


Notes to financial statements for the year ended 31st March, 2015

Note 2: Share Capital

Particulars As at 31st March, 2015 As at 31 March, 2014

No. of shares ` No. of shares `

Authorised Shares

Equity Shares of `10/- each 60,00,000 6,00,00,000

60,00,000 6,00,00,000

Issued, subscribed and paid up

Equity Shares of `10/- each fully paid up 50,96,000 5,09,60,000 50,96,000 5,09,60,000

50,96,000 5,09,60,000 50,96,000 5,09,60,000

a The company has only one class of shares referred to as equity shares having par value of Rs.10/- each. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to

receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.

b Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

As at 31st March, 2015 As at 31st March, 2014

No. of shares ` No. of shares `

Equity Shares with Voting Rights

At the beginning of the year 50,96,000 5,09,60,000 50,96,000 5,09,60,000

Issued during the year - - - -

Outstanding at the end of the year 50,96,000 5,09,60,000 50,96,000 5,09,60,000

c Details of shareholders holding more than 5% shares in the Company

Name of Shareholder

As at 31st March, 2015 As at 31 March, 2014

No. of shares % Holding No. of shares % Holding

Dharmendra Sanghvi 5,32,700 10.45

5,32,700

10.45

Param Kamlesh Kapadia 5,20,000 10.20

5,20,000

10.20

S. Venkata Subramanian 4,64,450 9.11

4,64,450

9.11

Pradeep G. Sanghvi 2,55,150 5.01

2,55,150

5.01

Note 3: Reserves and Surplus

Amount in `



Cash Subsidiary Reserve

52,53,100 52,53,100

(Special Incentives from State Govt.)

Capital Reserve

1,80,02,073 1,80,02,073

Balance in Statement of Profit and Loss

Opening Balance

(6,42,85,307) (6,64,22,072)

Less: Adjustment for depreciation as per Companies Act, 2013 (Refer Note 10D) (14,38,910) -

Add: Profit/(Loss) for the Year

(21,52,611) 21,36,765

Closing Balance

(6,78,76,828) (6,42,85,307)

Total (4,46,21,655) (4,10,30,134)

29



Note 4: Long term Borrowings

Amount in `

As at 31st March, 2015 As at 31st March, 2014

Non-Current Current Non-Current Current

Secured Loan

Term Loan* 58,79,200 11,20,800 - -

Unsecured Loan

Loan from Related Party (Refer Note 30) 2,23,45,127 -

2,38,16,127

-

2,82,24,327 11,20,800 2,38,16,127 -

* Secured against equitable mortgage of industrial shed and land and office premises

Note 5: Other long term Liabilities

Amount in `



Sales Tax payable under Deferral Scheme

2,44,46,488 2,44,46,488

2,44,46,488 2,44,46,488

Note 6: Short term Borrowings

Amount in `



Cash Credit from Bank*

52,66,322 -

52,66,322 -

* Secured against hypothecation of stock and receivables and equitable mortgage of office premises

Note 7: Trade Payables

Amount in `



Sundry Creditors for Goods

3,93,82,736 5,05,85,437

3,93,82,736 5,05,85,437

Note 8: Other current liabilities

Amount in `



Sundry Creditors for Expenses

1,64,88,368 1,99,26,218

Advances from Customers

3,41,87,805 4,37,40,035

Book Overdraft

- 17,077

Current maturities of long term borrowings

11,20,800 -

Interest accrued on term loan

73,301 -

Statutory Dues Payable

46,44,039 79,89,102

Creditors for Capital Goods

24,00,000 -

5,89,14,313 7,16,72,432

Note 9: Short term provisions

Amount in `



Provision for FBT

1,89,478 1,89,478

Provision for Warranty & Guarantee

1,45,098 1,57,375

3,34,576 3,46,853

30



Note 10: Fixed Assets Amount in `

DETAILS

Gross Block Depreciation Net Block

As at 1st April,

2014 Additions

Deductions/ Adjustments

As at 31st

March, 2015

Upto 1st April,

2014 For the year

Withdrawals/ Adjustment

As at 31st

March, 2015

As at 31st March,

2015

As at 31st March,

2014

A TANGIBLE ASSETS

Lease Assets

Leasehold Land

3,18,586 -

-

3,18,586

83,946

3,218

-

87,164

2,31,422

2,34,640

Owned Assets -

-

Land -

34,48,250

-

34,48,250

-

- -

-

34,48,250

-

Factory Building

1,01,52,315

72,00,000 -

1,73,52,315

48,03,140

4,00,708

-

52,03,848

1,21,48,467

53,49,175

Office Premises

15,75,102 -

-

15,75,102

4,56,511

24,603

-

4,81,114

10,93,988

11,18,591

Plant and Equipment’s

4,02,29,669

1,25,550 -

4,03,55,219

2,39,21,263

11,22,228

14,56,793

2,65,00,284

1,38,54,935

1,63,08,406

Electrical Fittings

12,48,559 -

-

12,48,559

8,13,991

53,940

(27,646)

8,40,285

4,08,274

4,34,568

Furniture and Fixture

17,66,667 -

-

17,66,667

7,18,639

1,23,399

8,42,038

9,24,629

10,48,028

Air Conditioner

11,19,684 -

-

11,19,684

4,36,528

83,324

5,19,852

5,99,832

6,83,156

Office Equipment’s

8,81,908

-

8,81,908

7,80,018

36,638

1,200

8,17,856

64,052

1,01,890

Die and Mould

6,54,828 -

-

6,54,828

77,106

41,379

1,18,485

5,36,343

5,77,722

Computer

20,56,675 -

-

20,56,675

10,70,342

1,25,551

8,563

12,04,456

8,52,219

9,86,333

Total

6,00,03,993

1,07,73,800 -

7,07,77,793

3,31,61,484

20,14,988

14,38,910

3,66,15,382

3,41,62,411

2,68,42,509

B INTANGIBLE ASSETS -

-

-

Software

3,72,970

98,749 -

4,71,719

1,16,756

38,723

-

1,55,479

3,16,240

2,56,214

Total

3,72,970

98,749 -

4,71,719

1,16,756

38,723

-

1,55,479

3,16,240

2,56,214


6,03,76,963

1,08,72,549

-

7,12,49,512

3,32,78,240

20,53,711

14,38,910

3,67,70,861

3,44,78,651

2,70,98,723


5,96,54,073

7,22,850 -

6,03,76,923

3,09,56,672

29,49,089

6,27,521

3,32,78,240

2,70,98,683

C CAPITAL WORK IN PROGRESS

Building Under Construction

5,56,100

5,56,100

Machinery Under Installation

1,70,17,041

1,69,53,984

1,75,73,141

1,75,10,084

D During the year, the Company has adopted the useful life as per the Schedule II of the Companies Act, 2013. Consequently, ` 1,438,910 (net of deferred tax effect of ` Nil) representing the written down value of fixed assets whose lives have

expired as at 1 April 2014 have been adjusted in the Balance in Statement of Profit and Loss (Note 3) and the unamortised carrying value has been depreciated / amortised over the revised / remaining useful lives.

31


Note 11: Long Term Loans and Advances

Amount in `

As at As at

31st March, 2015 31st March, 2014 (Considered unsecured, unless otherwise stated)

Deposits with Statutory Authorities 11,000 11,000 Security Deposits 5,55,280 6,10,849

Advance to Suppliers 33,09,966 57,89,682

Balance With Revenue Authorities 46,43,184 61,65,653 Advance Tax (Net of Provisions) 5,62,924 11,15,841

Capital Advance 2,53,858 2,53,858

93,36,212 1,39,46,883

Note 12: Other non-current assets

Amount in `

As at As at

31st March, 2015 31st March, 2014 Interest Accrued on Fixed Deposit 23,696 20,876

23,696 20,876

Note 13: Inventories

Amount in `

As at As at

31st March, 2015 31st March, 2014 Material, Stores and Components 67,95,482 54,52,116 Work In Progress 4,57,15,294 4,65,66,634

5,25,10,776 5,20,18,750

Note 14: Trade Receivables

Amount in `

As at As at

31st March, 2015 31st March, 2014 Outstanding for a period exceeding six months

Unsecured Considered good 4,31,82,130 5,16,06,147 Doubtful 9,40,572 8,53,474 Less: Provision for doubtful debts -8,53,474 -8,53,474

4,32,69,228 5,16,06,147 Other Receivables

Unsecured Considered good 34,99,607 52,92,054 Due from Private Co in which director is a director - 1,26,79,204

34,99,607 1,79,71,258

4,67,68,835 6,95,77,405

Note 15: Cash and Cash Equivalents

Amount in `

As at As at

31st March, 2015 31st March, 2014 Cash in Hand 4,05,796 23,326 Balance with Banks

i) In Current Account 19,464 1,05,113 Other Bank Balances

ii) In Fixed Deposit Account 60,000 60,000 (Maturity of more than 12 months)

4,85,260 1,88,439

Note 16: Short term loans and advances

Amount in `

As at As at

31st March, 2015 31st March, 2014 Advance to Suppliers (Unsecured) 17,21,822 4,36,043

17,21,822 4,36,043

Note 17: Other Current Assets

Amount in `

As at As at

31st March, 2015 31st March, 2014 Prepaid Expenses 8,714 -

8,714 -

Note 18: Revenue from Operations

Amount in `

Year ended

31st March, 2015 Year ended

31st March, 2014 Sale of Products 32,29,890 3,12,73,770 Less : Excise Duty 3,37,285 20,53,715

28,92,605 2,92,20,055

Sale of Services 73,12,771 2,28,47,125

1,02,05,376 5,20,67,180 Note 19: Other Income

Amount in `

Year ended


31st March, 2014 Interest Income 27,390 1,53,198 Sundry balance written back 57,78,854 22,357 Rent Income - 1,60,650 Advance forfeited 49,88,000 -

1,07,94,244 3,36,205

32


Note 20: Cost of Raw Material consumed

Amount in `

Year ended


31st March, 2014 Materials, Stores and Spares

Stock at the beginning of the year 54,52,116 66,78,280

Add: Purchases 23,27,581 1,55,24,351

77,79,697 2,22,02,631

Less : Stock at the end of the year 67,95,482 54,52,116

9,84,215 1,67,50,515

Note:-

(Stores and spares have not been identified and treated different from Raw material and hence included in the same and not treated as other expenses)

Note 21: Changes in Work in Progress

Amount in `

Year ended


31st March, 2014

Opening Work in Progress 4,65,66,634 5,18,80,336

Closing Work in Progress 4,57,15,294 4,65,66,634

8,51,340 53,13,702

Note 22: Employee Benefits Expense

Amount in `

Year ended


31st March, 2014 Salaries, Wages and Bonus 52,05,973 71,95,968 Staff Welfare Expenses 1,08,492 3,17,356 Directors Remuneration 13,36,129 22,95,000

66,50,594 98,08,324

Note 23: Finance Cost

Amount in `

Year ended


31st March, 2014 Interest on:

Term Loan 4,87,231 - Cash Credit 83,598 - Other Borrowing Cost 1,58,526

7,29,355 -

Note 24: Other Expenses

Amount in `

Year ended


31st March, 2014

Designs and Drawing 20,000 25,000

Project and Site Expenses 16,23,404 40,57,771

Inspection and Testing Charges 22,251 13,830

Repairs and Maintenance 78,813 38,000

Carriage Inward 2,29,302 4,12,964

Power, Fuel and Water Charges 5,65,499 12,270

Labour Charges 2,00,512 -

Labour Charges - WCT 45,934 25,22,631

Contract Charges 4,37,225 -

Travelling and Conveyance 1,98,238 4,82,885

Postage and Telephone Expenses 2,43,233 1,49,854

Professional Charges 11,40,717 6,73,750

Printing and Stationery 2,92,416 98,383

Demat Facility Charges 30,000 30,000

Rates and Taxes 1,76,103 36,730

Insurance Expense - 28,190

Excise Duty Penalty 24,040 1,766

Service Tax Expenses 63,081 -

Service Tax on Reverse Charge 8,245 33,592

Security Charges - 67,500

Listing Fee 1,21,500 39,000

Membership and Subscription Charges 8,000 12,999

Subscription Charges for Software - 22,315

Share Registrar Fees 16,804 37,302

Filling Fees - 1,410

Auditor's Remuneration (Refer Note below) 1,56,900 1,33,000

Electricity Charges 1,41,680 4,42,200

33


Note 24: Other Expenses

Year ended


31st March, 2014

Rent Paid 3,73,500 22,64,070

Director Sitting Fees 1,21,200 -

Society Charges 93,772 1,08,554

Commission and Brokerage Expenses 60,000 -

General Expenses 93,668 77,351

Advertisement and Sales Promotion 91,335 97,354

Discount 79,215 -

Internal Auditor Remuneration 30,000 -

Provision for Warranty and Guarantee (12,277) 1,57,375

Bank Charges 41,281 37,551

Interest on Others 5,23,921 30,60,757

Foreign Exchange Fluctuation Loss 66,761 1,18,207

Bad Debts Written off 42,15,201 -

1,16,21,473 1,52,94,561

Auditor's Remuneration

Amount in `

Particulars 2014-2015 2013-2014

Statutory Audit Fees 70,000 60,000

Tax Audit Fees 30,000 30,000

VAT Audit Fees 25,000 25,000

Limited Review Fees 30,000 18,000

Out of pocket expenses 1,900 -

Total 1,56,900 1,33,000

Note 25: Earnings Per Share (EPS):

As at

31st March, 2015 As at

31st March, 2014

Net Proft/(Loss) after tax (in `) -21,52,611 21,36,765

Weighted average number of equity shares (par value of `.10/- each)

50,96,000 50,96,000

Earnings per share (Face value of ` 10/- each)- Basic and Diluted

(in `) -0.42 0.42

Net Proft/(Loss) after tax (in `) (excluding extraordinary item) -21,52,611 11,40,704

Weighted average number of equity shares (par value of `.10/- each)

50,96,000 50,96,000

Earnings per share (Face value of ` 10/- each)- Basic and Diluted

(in `) -0.42 0.22

Note: 26 Contingent Liability

Amount in `

Particulars



Interest and Penalty on Sales tax* 43,62,886 43,62,886

* The company has taken the benefit of Sales Tax Deferral Scheme for deferment of sales tax of Rs.

2,44,46,488/- shown as other long term liabilities (Refer Note 5). The Department of Sales Tax has not

allowed the deferment of sales tax amounting to Rs. 49,60,184/- and has levied interest and penalty on the

same.

Note: 27

The Company has no amount due to suppliers under the Micro, Small and Medium Enterprises

Development Act, 2006 (MSMED Act) as at 31 March 2015.

Note: 28

In the opinion of the Board the current assets, loans and advances, balances of which are subject to

confirmation by respective parties and are outstanding for long time, if realized in the ordinary course of

business have value on realization at least to the amount at which they are stated in the Balance Sheet.

The provision for all known liabilities subject to confirmation by respective parties are adequate and not in

excess of amount reasonably necessary.

Note: 29

In view of BIFR approval of Revival scheme dated 07.04.2011, Company has neither paid nor provided

interest liability on unpaid statutory dues and liability of interest thereon has not also been ascertained.

34

Note -30 Related Party Disclosure

Key Management Personnel (KMP)

Mr. S. Venkat Subrmanian Chairman

Mr. Deepak S. Shah (resigned on 29.01.2015) Managing Director

Mr. Ranjit C. Singh (w.e.f. 06.02.2015)

Managing Director



Details of Related Party Transactions

Amount in `

Particulars 2014-15 2013-14

Managerial Remuneration 3,00,000 5,85,000

Mr. Deepak S. Shah

2,48,387 8,70,000 Mr. Ranjit C. Singh

67,742 -

Mr. Dinesh Kumar Agarwal 7,20,000 8,40,000

13,36,129 22,95,000

Loan Taken during the year

Mr. S. Venkat Subrmanian 7,74,000 31,71,200

7,74,000 31,71,200

Loan Repaid during the year


22,45,000 28,34,411

Reimbursement of Expenses

Mr. S. Venkat Subrmanian 1,18,020 95,129 Mr. Deepak S. Shah

4,468 39,811

Mr. Dinesh Kumar Agarwal 24,982 67,666

1,47,470 2,02,606

Loan Outstanding at year end

Mr. S. Venkat Subrmanian 1,86,48,563 2,01,19,563 Mr. Deepak S. Shah

36,96,564 36,96,564

2,23,45,127 2,38,16,127

Payable at the year end


Mr. Deepak S. Shah

2,18,397 9,22,201

Mr. Dinesh Kumar Agarwal 58,565 2,81,118

Mr. Ranjit C. Singh

67,542 -

8,01,429 21,05,119

Note: 31 Details Of Imported And Indigenous Consumption Of Raw Materials, Stores, Spares And Components

For the year ended on 31st March, 2015 For the year ended on 31st March, 2014

` % of total consumption `

% of total consumption

Imported - 0.00% - 0.00%

Indigenous 9,84,215 100.00% 1,67,50,515 100.00%

Total 9,84,215 100.00% 1,67,50,515 100.00%

Note: 32 Information in respect of foreign exchange inflow & outflow Amount in `

2014-15 2013-14

Earning in Foreign Currency - 8,18,165

Foreign Exchange Outflow 9,98,825 41,65,174

Note: 33

The figures of previous year have been regrouped or rearranged wherever necessary/practicable to conform to current year's presentation as per Schedule III to the Companies Act 2013.

In terms of our report attached.

For GMJ & Co


Chartered Accountants

Atul Jain

Ranjit Singh Charan Dinesh Kumar Agarwal

Partner

Managing Director Executive Director &

(M.No. 037097)

Company Secretary


35

STERLING POWERGENSYS LIMITED (formerly known as Sterling Strips Limited)

Cash flow statement for the year ended March 31, 2015

Amount in `

Particulars For the year ended

31st March, 2015 For the year ended

31st March, 2014

Cash flow from operating activities

Net profit/(Loss) before tax

(21,52,611) 13,49,121 Adjustments for:

Depreciation and amortization

20,53,711 29,49,089

Interest Expense

7,29,355 - Interest Income

(27,390) (1,53,198)

Rent Income

- (1,60,650)

Operating profit/(loss) before working capital changes

6,03,065 39,84,362

Increase/(decrease) in long-term provisions/liabilities

- -

Increase/(decrease) in trade payable

(1,12,02,701) 4,55,708 Increase/(decrease) in other current liabilities

(1,38,78,919) (16,64,082)

Increase/(decrease) in other long term liabilities

- (28,71,614)

Increase/(decrease) in short-term provision

(12,277) 1,57,373 Decrease/(increase) in Inventories

(4,92,026) 65,39,866

Decrease/(increase) in long-term loans and advances

48,22,064 14,52,281 Decrease/(increase) in Trade Receivable

2,28,08,570 10,20,543

Decrease/(increase) in Other Assets

(8,714) 23,15,991 Decrease/(increase) in Other Non-Current Assets

(2,820) (1,10,19,440)

Decrease/(increase) in short-term loans and advances

(12,85,779) (3,21,278)

Cash generated from/(used in) operations

13,50,463 49,710

Direct taxes paid (net)

(2,11,393) -

Net cash flow from/(used in) operating activities - (A) 11,39,070

49,710

Cash flows from investing activities

Purchase of fixed assets

(1,09,35,606) (7,22,890) Interest received

27,390 1,53,198

Rent Received

- 1,60,650

Net cash used in investing activities - (B) (1,09,08,216) (4,09,042)

Cash flow from financing activities

Borrowings

1,07,95,322 3,36,789 Interest Paid

(7,29,355) -

Net cash from financing activities - ( C ) 1,00,65,967 3,36,789

Net increase/(decrease) in cash and cash equivalents (A+B+C)

2,96,822 (22,543)

Cash and cash equivalents at the beginning of the year

1,28,439 1,50,981

Cash and cash equivalents at the end of the year 4,25,260 1,28,438

Components of cash and cash equivalents

Cash on hand

4,05,796 23,326 Balances with scheduled banks:

- In current accounts

19,464 1,05,113

Total 4,25,260 1,28,439

Note : 1. All figures in bracket are outflow. 2. Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and

financing activities. 3. The total of cash and cash equivalent is as per balance sheet. 4. The cash flow statement has been prepared under indirect method as per Accounting Standard -3 " Cash Flow Statement " issued by The Institute of Chartered Accountants of India.

As per our report of even date attached For and on behalf of the Board of Directors For GMJ & Co

Chartered Accountants Atul Jain Ranjit Singh Charan Dinesh Kumar Agarwal

Partner Managing Director Executive Director & (M.No. 037097)

Company Secretary


36


(Formerly Known as Sterling Strips Ltd.)

Form No. MGT-11

PROXYFORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration)Rules, 2014]

Corporate Identification No. (CIN)- L29213MH1984PLC034343 Regd. Office– A – 8/4, MIDC Area, Murbad – 421 401. Dist Thane (Maharashtra)

Phone :(02524)224728,E-mail [email protected], Website : www.sterlingpowergensysltd.com

*Applicable for members holding shares in electronic form.

I/Webeingamember(s)of sharesof Sterling Powergensys Limited (previously known as Sterling Strips Ltd.),herebyappoint :

1. Name: E-mailId:

Address:

Signature: or failing him/her,

2. Name: E-mailId:

Address:


3. Name: E- mailId:

Address:


Asmy/ourProxytoattendandvote(onapoll)forme/usandonmy/ourbehalfatthe30th AnnualGeneralMeetingoftheCompanytobeheldon Monday,the

28th September, 2015 at 04.00 P.M. at A – 8/4, MIDC Area, Murbad – 421 401. Dist Thane (Maharashtra)

andatanyadjournmentthereofinrespectofsuchresolutionsandinsuchmannerasisindicatedbelow:

Reso. No Description For

Against

ORDINARY BUSINESS

1. To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2015,

including the audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the yearended on

that date and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in Place Mr. Dinesh Kumar Agarwal(DIN NO: 02854858), who retires by rotation and being

eligible offers himself for re-appointment.

3. To ratify the appointment of M/s. GMJ & Co., Chartered Accountants, as Auditors of the Company.

SPECIAL BUSINESS

4. To appoint Mrs. Payal Raju Savla (DIN: 06930673) as independent Director of the Company by passing Ordinary

Resolution.

5. To appoint Mr.Yash Dharmendra Sanghvi (DIN: 06934650), as Director of the Company by passing Ordinary

Resolution.

6. To appoint Mr. RanjitCharan Singh (DIN: 07089706), as Director of the Company by passing Ordinary Resolution.

7. To appoint Mr. RanjitCharan Singh (DIN: 07089706), as Managing Director of the Company by passing Special

Resolution.

8. To accord consent to the Board of Director under Section 180(1)(c) for borrowing by passing Special Resolution.

9. To accord consent to the Board of Director under Section 180(1)(a)for creating change on properties by passing

Special Resolution.

10. To approve and adopt new set of Articles of Association of the Company by passing Special Resolution.

Signed this day of __________2015

Note:

Proxy need not be a member, Proxy form, complete in all respects, should reach the Company’s Registered Office at A – 8/4, MIDC Area, Murbad –

421 401. Dist Thane (Maharashtra), not less than 48 hours before the scheduled time of the meeting.

Signature of Shareholder/ Proxy holder

Affix

RevenueS

tamp

NameoftheMember(s):

Registeredaddress

:

E-mailID:. FolioNo./D. .P. .ID. andClientIDNo.*



37

STERLING POWERGENSYS LIMITED (Formerly Known as Sterling Strips Ltd.)

ATTENDANCE SLIP REGISTERED OFFICE - A – 8/4, MIDC Area, Murbad – 421 401. Dist Thane (Maharashtra)

CIN :L29213MH1984PLC034343Phone : (02524)224728

E- mail : [email protected] Website : www.sterlingpowergensysltd.com

30TH ANNUAL GENERAL MEETING ON 28TH SEPTEMBER, 2015

Please complete this Attendance Slip and hand over at the entrance of the Meeting Hall

Registered Folio / DP & CL ID*

No. of Shares

Name and Address of the Shareholder(s)/Proxy

Joint Holder 1

Joint Holder 2

*Applicable for Members holding shares in an electronic form.

I hereby record my presence at the 30th Annual General Meeting held on Monday, 28th

September, 2015 at 4:00 P.M at

Registered Office - A – 8/4, MIDC Area, Murbad – 421 401. Dist Thane (Maharashtra)

SIGNATURE OF THE SHARE HOLDER/PROXY



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