Servoteach Industries Ltd.

To

The Members

Servotech Engineering Industries Limited

Your Directors are pleased in submitting their Annual Report for the year ended 31stMarch 2015 along with Audited Financial Statements:

FINANCIAL PERFORMANCE

The Summary of Financial Results of the Company for the year ended as under

(Rupees in Lakhs)

COMPANY'S PERFORMANCE

During the year under review sales and operation income was nil as against Rs. 390.86lacs in previous financial year and incurred Operating Profit (Loss) was at Rs. (11.56)Lacs as against of Rs. (7.99) Lacs in the previous year.

AMOUNT TRANSFERRED TO RESERVE

The Company has not transferred any amount to reserves during the year and hence noinformation.

DIVIDEND

Due to accumulated losses of the Company your Directors do not recommend any dividendfor the year under report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussions and Analysis Report forming part of the Directors’ Reportfor the year under review as stipulated under Clause 49 of the Listing Agreement with theBombay Stock Exchange(s) is presented in a separate section forming part of the AnnualReport.

CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange aSeparate Report on Corporate Governance along with Auditors’ Certificate confirmingCompliance is attached to this report.

RELATED PARTY TRANSACTIONS

During the year the Company had not entered into any Contracts/ arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on theCompany’s website. Annexure. A

RISK MANAGEMENT

The Company has devised and Implemented a mechanism for risk management & hasdeveloped a Risk Management Policy which alms at enhancing Shareholder's values &providing an optimum risk - reward trade - off

PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The company has not provided any loan guarantee and made Investments under Section 186of the Companies Act 2013.

DETAJL8 OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company has no Subsidiary Joint Venture or Associate companies during the yearunder review.

DIRECTORS

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Ramawtar Sitaram Lahoti Director of the Company isliable to retire by rotation at the ensuing Annual General meeting and being eligibleoffers himself for re-appointment. Board of Directors recommends the above re-appointment.

Mrs. Jyoti Vikas Kasat was appointed as an Additional Director on the Board with effectfrom 30th March 2015. We seek your confirmation for appointment of Mrs. Jyoti Vikas Kasatas a Director.

In accordance with Section 149(4) and other applicable provisions if any read withSchedule IV of the Companies Act 2013 the Company has 1/3rd of the total Directors as anIndependent Directors for a maximum period of 5 years and they are not liable to retireby rotation.

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Bombay Stock Exchanges.

Company has appointed Company Secretary for the current year.

Board of Director’s Meeting

The Board of Directors met 4 times during the financial year ended on 31st March 2015in accordance with the provisions of the Companies Act 2013 and rules made there under.The details of Board Meeting dates and Particulars of Directors Attendance are given inthe Corporate Governance Report.

Additionally during the financial year ended 31st March 2015 the independentDirectors held a separate meeting in compliance with the requirement of Schedule IV of theCompanies Act 2013 and Clause 49 111(B)(6) of the Listing Agreement.

AUDITORS AND AUDITORS' REPORT

The Auditors M/s Amar Bafna & Associates Chartered Accountants hold office tillthe conclusion of the ensuing Annual General Meeting (AGM) and are eligible forre-appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 andrules framed there under it is proposed to appoint M/s Amar Bafna & Associates as thestatutory auditors of the Company till the conclusion of forthcoming AGM till theconclusion of 22nd Annual General meeting subject to the ratification of their appointmentat every AGM.

The Company had received letters from M/s Amar Bafna & Associates. CharteredAccountants to the effect that their re-appointment if made would be within theprescribed limits under Section 141(3) (g) of the Companies Act 2013 and that they arenot disqualified for such re-appointment within the meaning of Section 141 of the Act. Thequalifications/observations of the Auditors are self-explanatory and explained / clarifiedwherever necessary in appropriate notes to Accounts.

INTERNAL AUDITOR

Pursuant to the Provisions of the Section 138 of the Companies Act 2013 and rules madethere under Mr. Abhishek Jain from M/s Bhuwania & Associates Chartered Accountant inPractice was appointed as an internal Auditor of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Act and the compaies (Appointment andRemuneration of managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Jaiprakash R. Singh from Jaiprakash R. Singh & Associate a Practicing CompanySecretary for conducting secretarial audit of the company.

OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDITREPORTS

The Statutory Audit report and Secretarial Audit report does not contain any adverseobservation or qualification requiring explanation or comments from the Board underSection 134 (3) (f) of the Companies Act 2013. Annexure. B

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Provisions of Section 134 (3) (m) of the Companies Act 2013 read with the Rule 8 ofthe Companies (Accounts) Rules 2014 on conservation of energy and technology absorptionare not applicable hence no disclosure is being made in this regard. During the year theCompany has neither earned nor used any Foreign Exchange.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act 2013 (the"Act") with respect to Directors' Responsibility Statement your Directorsconfirmed that:

In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed;

The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give true and fairview of the State of Affairs of the Company at the end of the financial year ended 31stMarch 2015 and of profit of the Company for that year;

The Directors had taken proper and sufficient care for the maintenance of adequateAccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

The Directors have prepared the Annual Accounts on a ‘going concern’ basis.

Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

Company has Proper internal financial control system and operating effectively.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from public shareholders or employeesduring the year under report.

CODE OF CONDUCT COMPLIANCE:

Pursuant to Clause-49 of the Listing Agreement the declaration signed by the Mr.Radhey 'Shyam Lahoti Director affirming compliance with the Code of Conduct by theDirector’s and senior management personnel for the financial year 2014-15 is annexedand forms part of the Directors and Corporate Governance Report.

PARTICULARS OF EMPLOYEES

As there were no employees throughout the year under review who were in receipt ofremuneration exceeding the prescribed limit in Companies Act 2013 and its regulations andrules. Hence no statement is attached herewith as required in terms of section 134 of theCompanies Act 2013.

LISTING FEES

At present 5131400 equity shares of the Company are listed on Bombay Stock ExchangeLtd. (BSE) and the Company has paid the applicable Listing Fees to BSE for the year2015-16 .

ENVIRONMENT AND POLLUTION CONTROL

The term relating to compliance with all relevant statutes relating to the environmentand pollution control in the area of environment is not applicable.

CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement the Cash FlowStatement for the year ended 31st March 2015 is annexed hereto.

EXTRACT OF ANNUAL RETURN

The detail forming part of the extract of the Annual Return in form MGT 9 is annexedherewith Annexure C.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Government Authorities Customers Vendors Advisors Membersand all concerned during the year under report. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.

FOR THE FINANCIAL YEAR ENDED 31ST 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

SERVOTECH ENGINEERING INDUSTRIES LIMITED

203 Chartered House Dr. C. H. Street New Marine lines

MUMBAI- 400002.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SERVOTECH ENGINEERINGINDUSTRIES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of the bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by SERVOTECH ENGINEERING INDUSTRIES LIMITED ("the Company")for the financial year ended on 31st March 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the Rules made there under;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules made thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India

Act 1992 ('SEBI Act') as amended till date to the extent applicable to the Company:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. Bye Laws of Stock exchange;

e. The Securities Contracts Regulations Rules;

f. The Memorandum and Articles of Association;

g. Other applicable laws.

a) The Bombay Shops and Establishments Act 1948;

b) The Payment of Bonus Act 1965;

c) The Employment Exchanges (Compulsory notification of Vacancies) Act1959;

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements \entered into by the Company with the BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

During the Course of Secretarial Audit we have relied on the head of departments forinformation on statutory compliances and intimation/ disputes/dues/ prosecutions etc anddocuments submitted to us we came across that the Company has no employees thereforeapplicability of The Payment of Wages Act 1936 The Payment of Gratuity Act 1972 TheEmployees Provident Funds and Miscellaneous Provisions Act 1952 Equal Remuneration Act1976 Contract Labour (Regulation abolition) Act 1970 The Maternity Benefit Act 1961does not apply. The registration certificate from BMC under the Bombay Shops &Establishment Act 1948 not produced before us.

However Auditors reports shows outstanding payment towards provident fund of Rs.212960/-

We have been informed that there is no notice/penalty/prosecution was initiated by anyauthorities such as SEBI Stock Exchange RBI ROC etc.

I further report that the Company has in my opinion complied with the provisions ofthe Companies Act 1956 and the Rules made under that Act and the provisions of CompaniesAct 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles ofAssociation of the Company with regard to:

a) maintenance of various statutory registers and documents and making necessaryentries therein;

b) closure of the Register of Members;

c) forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;

d) service of documents by the Company on its Members Auditors and the Registrar ofCompanies;

e) notice of Board meetings and Committee meetings of Directors;

f) the meetings of Directors and Committees of Directors including passing ofresolutions by circulation;

g) the 19th Annual General Meeting held on 30th September 2014;

h) minutes of proceedings of General Meetings and of the Board and its Committeemeetings;

i) approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;

j) constitution of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;

k) payment of remuneration to Directors including the Managing Director and Whole-timeDirectors;

l) declaration and payment of dividends; - Not Declared

m) investment of the Company’s funds including investments and loans to others;

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. as mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.

It is observed that during the year the Company has not able to appoint KMP undersection 203 of the Companies Act 2013 read with incidental Rule.

• Forms pertaining to the Companies Act 1956 were filed after paying additionalfees.

• Notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent generally at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through however no dissenting members’ viewspresent as part of the minutes.

I further report that:

Based on the information received and records maintained there are adequate systems andprocesses in the Company commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

Various forms of the Companies Act 2013 have been filled with additional fees.

Various policies such as RPT whistle Blower Risk Management Insider Trading was notuploaded on the Company’s web site.

Annexure A to Secretarial Audit Report

To

The Members

SERVOTECH ENGINEERING INDUSTRIES LIMITED

203 Chartered House Dr. C. H. Street

New Marinlines Mumbai - 400 002.

Our report of even date is to read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conducted