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.

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.

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

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.

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.

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

 (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.

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 there under. 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.

For and on behalf of the Board

RANJIT CHARAN SINGH

MANAGING DIRECTOR

(DIN: 07089706)  

DATE : 9th May, 2015     

Registered Office: A-8/4, MIDC, INDUSTRIAL AREA For STERLING POWERGENSYS LIMITED MURBAD, DIST: THANE, MAHARASHTRA – 421401