SBEC Systems (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting the 36th Annual Report of the Company together with the Audited Financial Statement for the financial year ended 31st March 2025.

FINANCIAL RESULT

The Company''s financial performance (Standalone & Consolidated) for the financial year ended March 31,2025 along-with that of the previous financial year ended March 31,2024 are summarized below: (Rs. in Lacs)

PARTICULARS	Standalone		Consolidated
	Year ended March 31,2025	Year ended March 31,2024	Year ended March 31,2025	Year ended March 31, 2024
Revenue & Other Income	376.91	319.06	376.91	319.06
Total Expenditure	205.32	180.34	205.32	180.34
Operating Profit/(Loss) Before Tax	171.59	138.72	171.59	138.72
Profit/(Loss) After Tax	243.78	132.91	243.78	132.91

STATE OF THE COMPANY’S AFFAIR

During the year under review, the Company commenced the business of solar power generation by commissioning a grid-connected solar plant . Total income stood at Rs. 376.91 lacs, and net profit rose to Rs. 243.78 lacs as compared to Rs. 132.91 lacs in the previous year.

This growth reflects the contribution of the solar power business, stable tariff realization, and disciplined cost management. The Company''s financial position remains robust, with healthy cash flows and sufficient liquidity to support planned capacity expansions and further investments in renewable energy assets.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remarks.

DIVIDEND & RESERVES

In order to conserve the resources for future growth of the Company, the Board of Directors has not declared any dividend for the year under review.

The Company has not transferred any amount to the reserves for the year ended March 31,2025.

SHARE CAPITAL

The paid up equity capital as on March 31,2025 was Rs. 10.00 Crores. During the year under review, the Company has not issued any class of shares nor granted stock options.

REDUCTION OF SHARE CAPITAL

The Board of Directors of the Company has in its meeting dated 26th June, 2023 approved the selective reduction of Capital of the Company from Rs. 10,00,00,000/-(Rupees Ten Crores only) consisting of 1,00,00,000 (One Crore) equity share of Rs. 10/- (Rupees Ten only) to Rs. 7,96,00,000/-(Rupees Seven Crores Ninety Six Lacs) consisting of 79,60,000 (Seventy Nine Lacs Sixty Thousand equity shares of Rs. 10/- (Rupees Ten) each by cancelling and extinguishing in aggregate 20.40% of the total issued, subscribed and paid-up equity share capital of the Company, comprising 20,40,000 (Twenty Lacs Forty Thousand) equity shares of Rs. 10/- (Rupees Ten) each held by the SBEC Systems Limited, UK (Dissolved Promoter) without any consideration.

It is further stated that the name of the Dissolved Promoter was struck off from the Registrar of Companies on October 2, 2001 and stand dissolved by notice in the London Gazette dated October 9, 2001 thereby terminating its legal existence .

The Company had applied to BSE Ltd for their No-Objection for reduction of Capital of the Company and on 24th July, 2024, BSE Ltd has issued observation letter with ‘no adverse observations''.

Subsequently, at the 35th Annual General Meeting of the Company held on September 28, 2024, the shareholders granted their approval for the proposed Reduction of Share Capital, thereby completing the necessary corporate and regulatory steps for the implementation of the scheme.

The Company has filed the application for Reduction of Share Capital before the Hon''ble National Company Law Tribunal, New Delhi Bench for approval. The matter is presently adjudication before the Tribunal.

ASSOCIATE/SUBSIDIARY/JOINT VENTURE COMPANY

As on March 31,2025, the Company has one Associate Company i.e. SBEC Sugar Limited. Investment in the Associate is dealt with in accordance with Indian Accounting Standard (Ind-AS) 28, the consolidation of accounts of the Company with its associate is done by using “Equity Method”.

Further, a statement containing the salient features of the financial statements of the Associate company are incorporated in AOC-1 and appended as Annexure-A to the Board''s Report.

There is no subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”).

MATERIAL CHANGES AND COMMITMENTS

During the financial year 2024-25, the Company amended its Articles of Association in accordance with the provisions of the Companies Act, 2013. This alteration was duly approved by the shareholders at the 35th Annual General Meeting of the Company.

The Board of Directors of the Company in its meeting held on 26 June 2023, approved the Scheme of Reduction of Equity Share Capital. Pursuant to this approval, the Company submitted an application to the Bombay Stock Exchange (BSE) for obtaining a No Observation Letter. BSE, after reviewing the application, issued the No Observation Letter on 24 July 2024. Subsequently, at the 35th Annual General Meeting of the Company, the shareholders granted their approval for the proposed Reduction of Share Capital, thereby completing the necessary corporate and regulatory steps for the implementation of the scheme.

The Company has filed the application for Reduction of Share Capital before the Hon''ble National Company Law Tribunal, New Delhi Bench for approval. The matter is presently adjudication before the Tribunal.

No other material changes occurred in between the end of Financial Year 2024-25 and the date of this report.

DIRECTORS & KEY MANAGERIAL PERSON

In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 Mr. Shiv Shankar Agarwal, Director of the Company, re-appointed by rotation at the last Annual General Meeting.

During the financial year under review, Mr. Vijay Kumar Modi (DIN: 00004606) was re-appointed as a Non-Executive Non-Independent Director of the Company w.e.f. September 29, 2024 not liable to retire by rotation pursuant to the Regulation 17(1A) of SEBI Listing regulations.

Mr. Ajay Kumar Aggarwal and Mr. Shyam Lal Agarwal were appointed as Non-executive Independent Directors of the Company w.e.f. 14th August, 2024 and regularized at the 35th Annual General Meeting.

Ms. Asha Agarwal, Independent Director resigned from the Directorship of the Company w.e.f. 14th August, 2024. The Board places on record its sincere appreciation for the valuable contribution made by her throughout her tenure as Director of the Company.

None of the Directors of the Company is disqualified under Section 164(2) of the companies Act, 2013. The Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended 31.03.2025, following persons are Whole Time Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013.

S.No.	Name	Designation
1.	Mr. Shiv Shankar Agarwal	Chief Executive Officer
2.	Mr. Lakhmi Chand Sharma	Chief Financial Officer
3.	Ms. Himani Mittal1	Company Secretary
4.	Ms. Priyanka Negi1	Company Secretary

Committees, namely, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, the Directors individually and the performance of Independent Directors.

The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:-

• In the preparation of the annual accounts, the applicable accounting standards have been followed and there along with proper explanation relating to material departures.

• 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 the financial year ended March 31,2025;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the Annual Accounts on a going concern basis;

• The Directors have laid down proper internal financial controls to be followed by the Company and such controls are adequate and operating effectively and

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.sbecsvstems.in. More detail on diversity is available in the corporate governance report that forms part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

As required under Section 149 (7) of the Companies Act, 2013, all the Independent Directors have given declarations that they meet the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

STATUTORY AUDITORS

M/s Thakur Vaidyanath Aiyar & Co. having (FRN 000038N), Chartered Accountants, the Statutory Auditors of the Company appointed as the Statutory Auditors for a 1st term of 5 consecutive years from the conclusion of 35th Annual General Meeting (AGM) held on 28th September, 2024 till conclusion of 40th AGM of the Company, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

Further the Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 read with rules made thereunder.

STATUTORY AUDITORS REPORT

The Auditors'' Report read along with Notes to Accounts is self-explanatory and therefore does not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

INTERNAL AUDITOR AND THEIR REPORT

M/s. Sarat Jain & Associates, Chartered Accountants, (FRN: 014793C) are the Internal Auditors of the Company and they had conducted the quarterly Internal Audit during the year ended March 31,2025.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the Working of the various departments.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Soniya Gupta & Associates, Company Secretaries as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Report of the Secretarial Audit is given in Annexure-B to this Report.

The observations in secretarial audit report are self-explanatory and therefore do not call for any further explanation.

In terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board upon the recommendation of Audit Committee has recommended appointment of M/s Soniya Gupta & Associates as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2025-26 till the financial year 2029-30. The appointment will be subject to shareholders approval at the ensuing AGM and therefore is included in the notice convening the ensuing Annual General Meeting.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

RISK MANAGEMENT POLICY

As required under Section 134(n) of the Companies Act, 2013, the Company has laid down the policy on risk management stating therein the objectives and purpose of the said policy.

The Risk Management Policy of the Company can be viewed on the Company''s website www.sbecsvstems.in.

INTERNAL FINANACIAL CONTROLS

The Company has adequate Internal Financial Controls with proper checks to ensure that transactions are properly authorised, recorded and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis. The internal auditors of the Company reviews the controls across the key processes and submits reports periodically to the Management and significant observations are also presented to the Audit Committee for review. Follow up mechanism is in place to monitor the implementation of the various recommendations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES.

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the Company to be Rs. 500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of Section 135 are not applicable to the Company.

DEPOSITS

During the financial year, The Company has not accepted any deposit from public within the meaning of section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

CORPORATE GOVERNANCE

A report on Corporate Governance forms part of this Report along with the Auditors'' Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors'' Certificate for the financial year 2024-25 does not contain any qualifications, reservations or adverse remarks.

The declaration by the Chief Executive Officer and Chief Financial Officer addressed to the Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34(3) and Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to the Corporate Governance report.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism and a whistle blower policy. The same has been posted on the Company''s website and the details of the same are given in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

In compliance with the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of dealing with RPTs. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company''s website www.sbecsystems.in.

All transactions with related parties during FY 2024-25 were reviewed and approved by the Audit Committee and were at Arm''s Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on quarterly basis.

Pursuant to the third proviso of Section 188(1) of the Act, the compliance with the provisions of Section 188(1) is not applicable, where all RPTs are carried out in the OCB and under ALP basis. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 is not applicable to the Company for FY 2024- 25. However, the Company had material RPTs during FY 2024-25 under SEBI Listing Regulations. Hence, the same have been disclosed in form AOC-2 enclosed as Annexure C.

Details of RPTs entered into by the Company, in terms of Ind AS-24 are disclosed in notes No.30 to the financial statements forming part of this Integrated Report. There was no other material RPTs entered into by the Company with its Promoters, Directors, KMPs or other designated persons during FY 2024-25, except those reported in the financial statements.

None of your Directors or KMPs had any pecuniary relationships or transactions with the Company during FY 2024-25.

Approval of Members is being sought for the material RPTs for FY 2025-26 at the ensuing AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-25, the Company has not made any investment nor given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board''s Report for the year ended March 31,2025 are given in Annexure -E to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report as Annexure- F to this Report.

COST RECORDS AND AUDIT

During the period under review the provisions relating to maintaining of cost record and conduct of Cost Audit are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return (in e-form MGT-7) for the financial year ended March 31,2025 will be available on the Company''s website at: www.sbecsvstems.in

SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed with BSE Limited, and Company is transferred from group “P” to group “XT” and shares are to be traded under Trade to Trade basis w.e.f July 06, 2022 as per the Notice of BSE.

The annual fees for the BSE Limited has been paid promptly for the year 2025-26.

SEXUAL HARASSMENT

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that all eligible female employees are extended the benefits mandated under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company remains committed to providing a safe, supportive, and inclusive work environment and continue to implement policies that support the health and well-being of women employees, especially during maternity and post-maternity period

GENDER WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce on the rolls of the Company as on 31st March, 2025 :

Male Employees: 1

Female Employees: 1

Transgender Employees: Nil

The Company remains committed to fostering an inclusive workplace culture that promotes equal opportunity for all individuals, regardless of gender. It continues to take steps toward enhancing representation and building a diverse and equitable work environment.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year there were no differences in the valuation of the Company, as there was no one time settlement in the FY 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

PERSONNEL RELATIONS

Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.

APPRECIATION

Your directors thank the various Central and State Government Authorities and Agencies for the continued help and cooperation extended by them. The Directors gratefully acknowledge all stakeholders of the Company viz., customers, members, dealers, vendors and banks for their excellent support during the year. The Directors also place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued cooperation to the Company.

1

Ms. Himani Mittal appointed as Company Secretary cum compliance offer of the Company w.e.f.17th October, 2024 and Ms. Priyanka Negi resigned as Company Secretary cum compliance offer of the Company w.e.f.23^rd September, 2024.

BOARD MEETING

The Board met four times during the financial year 2024-25, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

Presently the Company has the following mandatory Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

The details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in the “Report on Corporate Governance” forming part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION AND OTHER DETAILS

The Board on the recommendation of the Nomination & Remuneration Committee has already framed a policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The policy is available on the website of the Company www.sbecsvstems.in.

BOARD EVALUATION:

As required under Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its

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Mar 31, 2024

Your Directors take pleasure in presenting the 35th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2024. FINANCIAL RESULT

The Company''s financial performance (Standalone & Consolidated) for the financial year ended March 31,2024 along-with that of the previous financial year ended March 31,2023 are summarized below: (Rs. in 000)

PARTICULARS	Standalone		Consolidated
	PERIOD ENDED 31.03.2024	PERIOD ENDED 31.03.2023	PERIOD ENDED 31.03.2024	PERIOD ENDED 31.03.2023
Revenue & Other Income	31,906	31,535	31,906	31,535
TOTAL EXPENDITURE	18,035	21,141	18,035	21,141
Operating Profit/(Loss) Before Tax	13,871	10,394	13,871	10,394
Profit/(Loss) After Tax	13,291	11,061	13,291	11,061

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIR

During the year under review, the total income stood at Rs. 31,906 Thousand. The net profit of the Company stood at Rs. 13,291 Thousand as compared to net profit of Rs. 11,061 Thousand during the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remarks.

DIVIDEND & RESERVES

In order to conserve the resources for future growth of the Company, the Board of Directors has not declared any dividend for the year under review.

The Company has not transferred any amount to the reserves for the year ended March 31,2024.

SHARE CAPITAL

The paid up equity capital as on March 31,2024 was Rs.1,00,000 Thousand. During the year under review, the Company has not issued any class of shares nor granted stock options.

REDUCTION OF SHARE CAPITAL

The Board of Directors of the Company in their meeting dated 26 June, 2023 has approved the selective reduction of Capital of the Company from Rs. 10,00,00,000/-(Rupees Ten Crores only) consisting of 1,00,00,000 (One Crore) equity share of Rs. 10/- (Rupees Ten only) to Rs. 7,96,00,000/-(Rupees Seven Crores Ninety Six Lacs) consisting of 79,60,000 (Seventy Nine Lacs Sixty Thousand equity shares of Rs. 10/- (Rupees Ten) each by cancelling and extinguishing in aggregate 20.40% of the total issued, subscribed and paid-up equity share capital of the Company, comprising 20,40,000 (Twenty Lacs Forty Thousand) equity shares of Rs. 10/- (Rupees Ten) each held by the SBEC Systems Limited, UK without any consideration.

The Company had applied to BSE Ltd for their No-Objection for selective reduction of Capital of the Company and on 24th July, 2024, BSE Ltd has issued observation letter with ‘no adverse observations''.

ASSOCIATE/SUBSIDIARY/JOINT VENTURE COMPANY

As on March 31,2024, the Company has one Associate Company i.e. SBEC Sugar Limited. Investment in the Associate is dealt with in accordance with Indian Accounting Standard (Ind-AS) 28, the consolidation of accounts of the Company with its associate are combined by using “Equity Method”.

Further, a statement containing the salient features of the financial statements of the Associate company are incorporated in AOC-1 and appended as Annexure-A to the Board''s Report.

There is no subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”).

MATERIAL CHANGES AND COMMITMENTS

During the Financial Year, Company has altered the object clause of the Articles of Association as per the provision of Companies Act, 2013 at the 34th Annual General Meeting of the Company.

Also the Board of Directors in their meeting held on 26 June, 2023, has approved the Scheme of Reduction of Equity share Capital and had made an application to BSE (Stock Exchange) for obtaining No Observation Letter, and BSE on 24th July, 2024, has issued the “No Observation letter” and in the ensuing Annual General Meeting of the Company the same will be placed for members'' approval.

No other material changes occurred in between the end of Financial Year 2023-24 and the date of this report.

DIRECTORS

In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 Mr. Shiv Shankar Agarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for the re-appointment. The Board recommends the re-appointment of Mr. Shiv Shankar Agarwal for the consideration of the Members of the Company at the forthcoming AGM.

The Board of Directors, on the basis of the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Ajay Kumar Aggarwal (DIN: 00632288) and Mr. Shyam Lal Agarwal (DIN: 00003517) as an Additional Director (Non- Executive Independent) of the Company, effective from August 14, 2024. Appropriate resolution for his appointment as Non-Executive Independent Director is being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends their appointment as Non-Executive Independent Director of the Company. The brief resume of the Director and other related information has been detailed in the Notice convening the 35th AGM of the Company.

In keeping with Regulation 17(1)(A) and 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, basis the recommendation made by the Nomination and Remuneration Committee, approved continuation of directorship of Mr. Vijay Kumar Modi (DIN 00004606). Mr. Vijay Kumar Modi was appointed as an Non- Executive Director effective March 23, 2018 and the said appointment was approved by the Members of the Company at the Annual General Meeting held on August 31,2018. Appropriate resolution for continuation of her term as a Non-Executive Director, as required to be passed pursuant to aforesaid Regulation, is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 35th AGM of the Company.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to information and explanations obtained from the management, confirm that:-

• so as to give a true and fair view of the state of affairs of the Company as at in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures from the same;

• 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 the financial year ended March 31,2024;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the Annual Accounts on a going concern basis;

• The Directors have laid down proper internal financial controls to be followed by the Company and such controls are adequate and operating effectively and

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended 31.03.2024, following persons are Whole Time Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013.

S.No.	Name	Designation
1.	Mr. Shiv Shanker Agarwal	Chief Executive Officer
2.	Mr. Luv Gupta1	Chief Financial Officer
3.	Ms. Priyanka Negi	Company Secretary
4.	Mr. Lakhmi Chand Sharma2	Chief Financial Officer

STATUTORY AUDITORS

M/s. K.K. Jain & Co., Chartered Accountants, (Registration number: 002465N), have resigned from the office of Statutory Auditors of the Company w.e.f November 03, 2023, due to some health issues resulting into a casual vacancy in the office of Statutory Auditors of the Company as per section 139(8) of the Companies Act, 2013.

To fill up the casual vacancy M/s Thakur Vaidyanath Aiyar & Co, Chartered Accountants, (Firm Registration No. 000038N), was appointed in the Board Meeting held on 06th November, 2023 and the members approved the same through postal ballot with requisite majority on 28th December, 2023.

As the term of M/s Thakur Vaidyanath Aiyar & Co. the Statutory Auditors of the Company expires at the conclusion of this ensuing AGM, the Board of Directors of the Company at their meeting held on 14th April, 2024, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s Thakur Vaidyanath Aiyar & Co. , (Firm Registration No. 000038N) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 35th AGM till the conclusion of the 40th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s Thakur Vaidyanath Aiyar & Co., as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 35th AGM of the Company. The Company has received the written consent and a certificate that M/s Thakur Vaidyanath Aiyar & Co. satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

STATUTORY AUDITORS REPORT

The Auditors'' Report for 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers by Statutory Auditors of the Company in the Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Soniya Gupta & Associates, Company Secretaries as the Secretarial Auditor to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is given in Annexure-B to this Report.

The observations in secretarial audit report are self-explanatory and therefore do not call for any further explanation.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code against the Company; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

RISK MANAGEMENT POLICY

As required under Section 134(n) of the Companies Act, 2013, the Company has laid down the policy on risk management stating therein the objectives and purpose of the said policy.

The Risk Management Policy of the Company can be viewed on the Company''s website www.sbecsystems.in .

INTERNAL FINANACIAL CONTROLS

The Company has adequate Internal Financial Controls with proper checks to ensure that transactions are properly authorised, recorded and reported apart from safeguarding its assets. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis. The internal auditors of the Company reviews the controls across the key processes and submits reports periodically to the Management and significant observations are also presented to the Audit Committee for review. Follow up mechanism is in place to monitor the implementation of the various recommendations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES.

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the Company to be Rs. 500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of Section 135 are not applicable to the Company.

DEPOSITS

During the financial year, Company has not accepted any deposit from public within the meaning of section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed Corporate Governance Report along with a certificate from M/s Soniya Gupta & Associates, Company Secretaries in practice and Management Discussion and Analysis Report forms part of this Annual Report.

The declaration by the Chief Executive Officer and Chief Financial Officer addressed to the Members of the Company pursuant to Clause D of Schedule V Read with Regulation 34(3) and Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to the Corporate Governance report.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism and a whistle blower policy. The same has been posted on the Company''s website and the details of the same are given in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

In compliance with the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPTs) and manner of

dealing with RPTs. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company''s website www.sbecsystems.in.

All transactions with related parties during FY 2023-24 were reviewed and approved by the Audit Committee and were at Arm''s Length Price (ALP) and in the Ordinary Course of Business (OCB). Prior omnibus approval was obtained for all RPTs which were of repetitive nature and entered in the OCB and on an ALP basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on quarterly basis.

Pursuant to the third proviso of Section 188(1) of the Act, the compliance with the provisions of Section 188(1) is not applicable, where all RPTs are carried out in the OCB and under ALP basis. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 is not applicable to the Company for FY 2023- 24. However, the Company had material RPTs during FY 2023-24 under SEBI Listing Regulations. Hence, the same have been disclosed in form AOC-2 enclosed as Annexure C.

Details of RPTs entered into by the Company, in terms of Ind AS-24 are disclosed in notes to the financial statements forming part of this Integrated Report. There was no other material RPTs entered into by the Company with its Promoters, Directors, KMPs or other designated persons during FY 2023-24, except those reported in the financial statements.

None of your Directors or KMPs had any pecuniary relationships or transactions with the Company during FY 2023-24.

Approval of Members is being sought for the material RPTs for FY 2024-25 at the ensuing AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2023-24, the Company has not made any investment nor given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board''s Report for the year ended March 31,2024 are given in Annexure -E to this Report.

COST RECORDS AND AUDIT

During the period under review the provisions relating to maintaining of cost record and conduct of Cost Audit are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return (in e-form MGT-7) for the financial year ended March 31, 2024 is available on the Company''s website at: www.sbecsystems.in SECRETARIAL STANDARD

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed with BSE Limited, and Company is transferred from group “P” to group “XT” and shares are to be traded under Trade to Trade w.e.f July 06, 2022 as per the Notice of BSE.

The annual fees for the Bombay Stock Exchange have been paid promptly for the year 2024-25.

SEXUAL HARASSMENT

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year there were no differences in the valuation of the Company, as there was no one time settlement in the FY 2023-24.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals that could impact the going concern status of the Company and its future operations.

PERSONNEL RELATIONS

Your directors hereby place on record their appreciation for the services rendered by the executives, staff and workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the employees and the management continued to remain cordial.

APPRECIATION

Your directors thank the various Central and State Government Authorities and Agencies for the continued help and cooperation extended by them. The Directors gratefully acknowledge all stakeholders of the Company viz., customers, members, dealers, vendors and banks for their excellent support during the year. The Directors also place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued cooperation to the Company.

For & behalf of the Board of SBEC Systems (India) Limited Sd/-

Place: New Delhi Vijay Kumar Modi

Date: 14.08.2024 Chairman & Director

DIN:00004606

1

Mr. Luv Gupta resigned from the post of Chief Financial Officer of the Company w.e.f.30th April, 2023.

2

Mr. Lakhmi Chand Sharma appointed as Chief Financial Officer of the Company w.e.f. 01st May, 2023.

BOARD MEETING

The Board met six times during the financial year 2023-24, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

Presently the Company has the following mandatory Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

The details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in the “Report on Corporate Governance” forming part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION AND OTHER DETAILS

The Board on the recommendation of the Nomination & Remuneration Committee has already framed a policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The policy is available on the website of the Company www.sbecsvstems.in.

BOARD EVALUATION:

As required under Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its Committees, namely, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, the Directors individually and the performance of Independent Directors.

The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us to retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.sbecsystems.in. More detail on diversity is available in the corporate governance report that forms part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

As required under Section 149 (7) of the Companies Act, 2013, all the Independent Directors have given declarations that they meet the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

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Mar 31, 2012

The directors take pleasure in presenting the 23rd Annual Report of the Company together with Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial year 2011-12 vis-a-vis 2010-11 are as under: -

Particulars Year ended Year ended 31.03.2012 31.03.2011 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 9.13 17.62

Total Expenditure 23.79 16.54

Operating Profit / (Loss)

before tax (14.66) 1.08

Profit / (Loss) after tax (14.66) 1.62

FINANCIAL PERFORMANCE

During the year under review, the sales and other income stood at Rs 9.13 Lacs. The net loss of the Company stood at Rs. 14.66 Lacs as compared to net profit of Rs. 1.62 Lacs for the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

OUTLOOK

Your Company is in the business of supplying equipment and consultancy services to the industries. The management is confident to revive more business activities in near future depending upon more favorable conditions prevailing in the market barring unforeseen circumstances.

INTERNAL CONTROLS AND SYSTEMS

The key features of the internal control system in the company are given below:

1. Assets are adequately maintained and protected against theft, burglary and other losses.

2. Transactions are properly recorded and accounted for.

3. Accounting records are maintained in compliance with all the statutory laws and reflect true and fair view.

4. There are adequate management reporting systems for control and monitoring of performance.

5. Budgetary control system is in place.

6. Periodical review of internal controls and systems by the management and Audit Committee Meeting is being done.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The company’s human resources philosophy is to establish and build a strong performance and competence driven culture with greater sense of accountability and responsibility. The effort to rationalize and streamline the workforce is a continuous process. The industrial relations scenario remained harmonious throughout the year.

DISCLOSURE RELATING TO SENIOR MANAGEMENT

During the year under review there was no material financial or commercial transaction where senior management personnel has personal interest that may have potential conflict with the interest of the Company at large. The Company has received necessary declarations from the senior management personnel.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the period under review.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 43 of the Articles of Association of the Company, Mr. S.S.Agarwal, Non- Executive Director and Dr. Anupam Bansal, Independent & Non- Executive Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. .

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has one Subsidiary Company, namely SBEC Investments Limited. The Statement under section 212 of the Companies Act, 1956 in respect of Subsidiary Company is annexed herewith.

In accordance with the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has decided not to annex the annual accounts of its Subsidiary Company in this Annual Report. The annual accounts of the Subsidiary Company and the related detailed information shall be made available to the shareholders of the Company and the Subsidiary Company seeking such information at any point of time. The annual accounts of the Subsidiary Company shall also be kept for inspection by any shareholder at the registered office of the Company and of the Subsidiary Company concerned. The Company shall furnish a hard copy of details of account of the Subsidiary Company to any shareholder on demand.

LISTING OF SHARES

The Equity Shares of the Company are listed at Bombay, Delhi and Uttar Pradesh Stock Exchange. Applications for delisting of Shares are pending with the Delhi and Uttar Pradesh Stock Exchange.

AUDITORS

M/s K. K. Jain & Co., Chartered Accountants (Firm Registration No. 02465N), Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITOR’S REPORT

The notes to accounts referred to in the Auditors Report are self- explanatory and, therefore, dont call for any further comments.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors of your company declare as under:

1. That in the preparation of the Annual Accounts, the applicable accounting standards, except the deviation from Accounting Standard -11 and Accounting Standard -13, had been followed along with proper explanation relating to material departures;

2. That the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of affairs of the Company at the end of the financial year and of the loss of the company for that period;

3. That proper & sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. That the Annual Accounts are prepared on going concern basis; CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are annexed hereto and forms part of this report.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration of more than the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As stipulated under the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, a statement giving the required information for the year ended on 31s* March 2012, is annexed hereto and forms part of the Directors’ Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation and gratitude to Shareholders, all Business Associates, Employees and Bankers of the Company for their help and support continuously extended to the Company.

For & on behalf of the Board For SBEC Systems (India) Ltd.

Place ; New Delhi Vijay K. Modi

Date : 28th August, 2012 Chairman

---

Mar 31, 2011

Dear Shareholders,

The directors take pleasure in presenting the 22nd Annual Report of the Company together with Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial year 2010-11 vis-a-vis 2009-10 are as under:-

Particulars Year ended Year ended 31.03.2011 31.03.2010 (Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 17.62 50.00

Total Expenditure 16.45 45.06

Operating profit / (Loss) before depreciation 1.17 4.94

Depreciation 0.09 0.12

Operating Profit / (Loss) before tax 1.08 4.82

Profit / (Loss) after tax 1.62 4.08

Reserves excluding revaluation reserves 192.62 192.62



FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the period under review.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 43 of the Articles of Association of the Company, Dr. Anupam Bansal, Independent & Non- Executive Director and Mr. G.C. Jain, Independent & Non- Executive Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As required under section 212 of the Companies Act, 1956, the audited accounts along with the report of the Board of Directors of SBEC Investments Ltd. (subsidiary company) and Auditor's Report thereon for the year ended on 31st March 2011, and a statement thereon are annexed.

LISTING OF SHARES

The Equity Shares of the Company are listed at Bombay, Delhi and Uttar Pradesh Stock Exchanges. Applications for delisting of Shares are pending with the Delhi and Uttar Pradesh Stock Exchanges.

AUDITORS

M/s K. K. Jain & Co., Chartered Accountants (Firm Registration No. 02465N), Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITOR'S REPORT

The notes to accounts referred to in the Auditors Report are self- explanatory and, therefore, don't call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors of your company declare as under:

1. That in the preparation of the Annual Accounts the applicable accounting standards, except the deviation from accounting standard - Hand accounting standard 13, had been followed along with proper explanation relating to material departures;

2. That the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of affairs of the Company at the end of the financial year and of the profit of the company for that period;

3. That proper & sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. That the Annual Accounts are prepared on going concern basis;

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are annexed hereto and forms part of this report.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration of more than the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As stipulated under the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, a statement giving the required information tor the year ended on 31st March 2011, is annexed hereto and forms part of the Directors' Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation and gratitude to Shareholders, all Business Associates, Employees and Bankers of the Company for their help and support continuously extended to the Company.

For & on behalf of the Board For SBEC Systems (India) Ltd.

Place : New Delhi Vijay K. Modi Date : 16th August, 2011 Chairman

---

Mar 31, 2010

The directors take pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The summarised financial results of the Company for the Financial year 2009-10 vis-a-vis 2008-09 are as unden-

Particulars Year ended Year ended

31.03.2010 31.03.2009

(Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 50.00 45.67

Total Expenditure 45.06 437.38*

Operating profit / (Loss)

before depreciation 4.94 (391.71)

Depreciation 0.11 0.14

Operating Profit / (Loss)

before tax 4.82 (391.84)

Profit / (Loss) after tax 4.08 (391.97)

Reserves excluding

revaluation reserves 192.62 192.62

* Including loss on account of fluctuation in foreign exchange amounting Rs. 317.29 lacs.

MANAGEMENT DISCUSSION AND ANALYSIS

OUTLOOK

Your Company is in the business of supplying equipment and consultancy services to the sugar industry. During the current year, the Company was able to get two small consultancy services to sugar industry. The management is confident to revive more business activities in near future depending upon more favorable conditions prevailing in the market barring unforeseen circumstances.

INTERNAL CONTROLS AND SYSTEMS

The key features of the internal control system in the company are given below: .

1. Assets are adequately maintained and protected against theft, burglary and other losses.

2. Transactions are properly recorded and accounted for.

3. Accounting records are maintained in compliance with all the statutory laws and reflect true and fair view.

4. There are adequate management reporting systems for control and monitoring of performance.

5. Budgetary control system is in place.

6. Periodical review of internal controls and systems by the management and Audit Committee Meeting is being done.

FINANCIAL PERFORMANCE

During the year under review, the sales and other income stood at Rs 50 Lacs. The net profit of the Company stood at Rs. 4.08 Lacs as compared to loss of Rs. 391.97 Lacs for the previous year.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The companys human resources philosophy is to establish and build a strong performance and competence driven culture with greater sense of accountability and responsibility. The effort to rationalize and streamline the workforce is a continuous process. The industrial relations scenario remained harmonious throughout the year.

DISCLOSURE RELATING TO SENIOR MANAGEMENT

During the year under review there was no material financial or commercial transaction where senior management personnel has personal interest that may have potential conflict with the interest of the Company at large. The Company has received necessary declarations from the senior management personnel.

FIXED DEPOSITS

The Company has not accepted any deposits from the Public during the period under review.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and Article 43 of the Articles of Association of the Company, Mr. G.C. Jain, Independent & Non- Executive Director and Mr. S.S. Agarwal Non- Executive Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

SUBSIDIARY COMPANY AND CONSOLIDATED ACCOUNTS

As required under section 212 of the Companies Act, 1956, the audited accounts along with the report of the Board of Directors of SBEC Investments Ltd. (subsidiary company) and Auditors Report thereon for the year ended on 31st March 2010, and a statement thereon are annexed.

LISTING OF SHARES

The Equity Shares of the Company are listed at Bombay, Delhi and Uttar Pradesh Stock Exchanges. Applications for delisting of Shares are pending with the Delhi and Uttar Pradesh Stock Exchanges.

AUDITORS

M/s K. K. Jain & Co., Chartered Accountants, (Firm Registration No. 02465N) Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT

The notes to accounts referred to in the Auditors Report are self- explanatory and, therefore, dont call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors of your company declare as under:

1. That in the preparation of the Annual Accounts , the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the Company has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. That proper & sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. That the Annual Accounts are prepared on going concern basis;

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a certificate from Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are annexed hereto and forms part of this report.

SECRETARIAL AUDIT

As per the direction of the Securities and Exchange Board of India, the Secretarial Audit of the Company is being conducted on quarterly basis by a Practicing Company Secretary. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Listing Agreement with the Stock Exchanges, and all the Regulations of Securities and Exchange Board of India (SEBI) as applicable to the Company.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration of more than the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As stipulated under the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, a statement giving the required information for the year ended on 31st March 2010, is annexed hereto and forms part of the Directors Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their appreciation and gratitude to Shareholders, all Business Associates, Employees and Bankers of the Company for their help and support continuously extended to the Company.

For & on behalf of the Board

For SBEC Systems (India) Ltd.

Place : New Delhi Vijay K. Modi

Date : 12th August, 2010 Chairman