SC Agrotech Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased in presenting their 35th Directors Report on the business and operations of your Company
together with the Audited Financial Statements and the Auditors'' Report of your Company for the financial year ended,
31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March, 2025:

Particulars

2024-25

2023-24

Revenue from Operations

0

68.11

Other Income

247.33

98.43

Less: Expenses

228.40

141.02

Profit/(Loss) Before Tax

18.93

25.52

Less: Tax Expenses

- Current Tax

0

1.75

- Deferred Tax

0

(0.18)

Profit/(Loss) for the year

18.93

23.95

2. INDUSTRY SCENARIO AND STATE OF COMPANY''S AFFAIRS:

The Performance of your Company during F.Y 2024-2025 is given above.

The Company has closed its books of account with a PROFIT of Rs. 18.93 lakh (Rupees Eighteen lakh ninety three
thousands Only) for the finandal year ended 31.03.2025 as compared to the Profit of Rs. of Rs. 23.95 lakh (Twenty three
lakh ninety five thousand Only) for the financial year ended 31.03.2024.

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

4. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There was no change in the registered office of the company during the financial year 2024-2025.

5. DIVIDEND

With a view to meeting future requirements of projects and to strengthening the financial position of the Company,
your directors have decided not to recommend any dividend for the period under review.

The Board of Directors of the Company has approved the dividend distribution policy in line with Regulation 43A of the
Listing Regulations. The Policy broadly specifies the external and internal factors including financial parameters that
shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may

or may not expect dividend and how the retained earnings shall be utilized, etc.

6. CAPITAL STRUCTURE:

During the year under consideration, the Company has not changed its capital structure and the authorized
and paid-up share capital as on 31st March 2025 stands as follow:

The Authorized Share Capital of the Company is Rs. 7,00,00,000 /- (Rupees Seven crore Only) divided into
65,00,000 (Sixty-Five lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and 50,000 (Fifty Thousand)
Cumulative Preference Shares of Rs. 100/- (Rupees Hundred) each.

During the F.Y. 2024-2025, the Paid-up Share capital of the Company stands as Rs. 7,00,00,000 /- (Rupees
Seven crore Only) divided into 65,00,000 (Sixty-Five lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and
50,000 (Fifty Thousand) Cumulative Preference Shares of Rs. 100/- (Rupees Hundred) each.

7. HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, joint venture or associate company. Hence, declaration regarding
the same is not required.

8. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-B
forming part of this Report.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual
Return as of March 31, 2025, on its website
https://scaerotechltd.in/investors-relations

10. AMOUNT TRANSFEREDTO RESERVES:

Company proposes to transfer 18.93 lakh to General Reserves.

9. DIRECTORS:

Company’s Board comprises of the following directors: -

Directors Details

DIN/PAN

Name

Begin date

End date

11211517

Pratikkumar Bharatbhai Patel

29/07/2025

-

11211454

Suckitkumar Bipinckandra Patel

29/07/2025

-

10932178

Sanjay Singhadiya

09/04/2025

-

08228413

RajatGoel

05/04/2025

-

10774144

Richa Arora

05/04/2025

-

10896560

Dinesh Kacharaji Mochi

30/01/2025

02/09/2025

08819521

Ravi Yaskwantbkai Patel

29/06/2024

30/01/2025

10607337

Varsha Rani

30/04/2024

09/04/2024

09720062

Vijay Shankar Tkakur

29/08/2022

9/06/2024

09259717

Netrapal Pal

31/07/2021

29/06/2024

08719831

Sharad Ratan

16/03/2020

09/04/2025

08755020

Hemlata Rajora

08/06/2020

30/04/2024

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met "08" times during the year in respect of which proper notices were given
and the proceedings were properly recorded, signed and maintained in the minute''s book kept by the Company for the
purpose. The intervening period between the Board Meetings were well within the maximum time between the two
meetings prescribed under section 173 of the Companies Act, 2013 and special Measures under companies act in view
of Covid outbreak.

11. COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY:

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee.

2) Nomination and Remuneration Committee.

3) Stakeholders Relationship Committee.

Constitute of Committees are as under:

a. Audit Committee:

Constitution:

Name

Designation in the Committee

Nature of Directorship

RAJAT GOEL

CHAIRMAN

Non- Executive Independent Director

RICHAARORA

MEMBER

Non- Executive Independent Director

PRATIKKUMAR
BHARATBHAI PATEL

MEMBER

Managing Director

The term of reference:

i. Recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditor''s independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and auditor''s report thereon.

iv. Approval or any subsequent modification of transactions of the company with related parties.

v. Scrutiny of inter-corporate loans and investments.

vi. Valuation of undertakings or assets of the company, wherever it is necessary.

vii. Evaluation of internal financial controls and risk management systems.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. The Audit Committee may call for the comments of the auditors about internal control system, the scope of audit.

including the observations of the auditors and review of the financial statement before their submission to the Board
and may also discuss any related issue with the internal and statutory auditors and the management of the company.

x. The Audit Committee shall have authority to investigate into any matter in relation to the items specified above in
(i) to (iv) or referred to it by the Board and for this purpose shall gave powerto obtain professional advice from external
sources and have full access to information contained the records of the company.

xi. The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the
Audit Committee when it considers the auditor''s report but shall not have the right to vote.

xii. The Board''s report under sub-section (3) of section 134 shall disclose the composition of Audit Committee and
where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed in such
report alongwith the reasons thereof.

xiii. The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases.

b. Nomination and Remuneration Committee:

Constitution:

Name

Position in the Committee

Nature of Directorship

RAJAT GOEL

CHAIRMAN

Non- Executive Independent Director

RICHAARORA

MEMBER

Non- Executive Independent Director

SANJAY SINGHADIYA

MEMBER

Non-Executive Director

The term of reference:

i. To identify persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out
evaluation of every Director''s performance.

ii. To formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other
employees.

iii. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

1. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

3. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of
the company and its goals:

iv. Regularly review the Human Resource function of the Company.

v. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board
from time to time.

vi. Make reports to the Board as appropriate.

vii. Review and reassess the adequacy of his charter periodically and recommend any proposed changes to the Board
for approval from time to time.

viii. Any other work and policy related and incidental to the objectives of the committee as per provisions of the Act
and rules made thereunder.

c. Stakeholders Relationship Committee:

Constitution:

Name

Position in the Committee

Nature of Directorship

RAJAT GOEL

CHAIRMAN

Non- Executive Independent Director

RICHAARORA

MEMBER

Non- Executive Independent Director

SANJAY

MEMBER

Non-Executive Director

SINGHADIYA

12. Particulars of the Extra-Ordinary General Meeting of the Company held during the year:

There was no Extra Ordinary General Meeting held during the year under consideration.

13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
:

During the year under review, there are no particulars of loans, guarantees or investments made under section 186
of the Companies Act, 2013.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

"In line with the Company''s commitment to strong corporate governance, new directors were

appointed to the Board during the year, as detailed above."

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
:

No significant and material orders were passed by the regulators or courts or tribunals which affect the going
concern status and future operation of the Company

16. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES:

Related party transactions that are entered during the financial year were in the ordinary course of Business and
on an arm''s length basis. The Company had not entered into any contract/arrangement/transactions with related
parties which could be considered material. Hence, the Company is not required to attach Form AOC-2 pursuant
to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014.

17. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

Company has paid the salary to employee of Rs. 27,47,00,000 during the financial year 2024-25

18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES. JOINT VENTURES
OR ASSOCIATE COMPANIES:

During the year under review, there is no Subsidiary, Joint Venture or Associate Company.

19. DEPOSITS:

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and the
rules framed there under.

20. AUDITORS:

The Company in its 35th Annual General Meeting (AGM) To be held on 27/09/2025 appointed M/s. Marks & Co.
(FRN: 139476W) chartered Accounts as Statutory Auditors of the Company pursuant to Section 139 of the
Companies Act, 2013 and the rules framed there under, for a term of 5 consecutive years commencing from the
conclusion of the 35th Annual General Meeting held on 27/09/2025 until the conclusion of 40th Annual General
Meeting of the Company to be held in 2030 for the Financial year 2029-2030.

21. AUDITORS'' REPORT:

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.

22. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS and Co. LLP, to
conduct Secretarial Audit of the Company for the FY 2024-25.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed to this
Report as Annexure -A. There are no qualifications, reservations or adverse remarks made by the Secretarial
Auditor.

23. FRAUD''S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT U/S 143(12)
:

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their course of
audit for the financial year 2024-2025.

23. DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT. 2013:

The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required
to maintain any cost records and accordingly such accounts and records are not made and maintained by the
company.

24. INTERNAL AUDITOR:

The Company has duly appointed an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 read with
applicable rules, and the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
and confirms compliance with the said provisions."

26. PREVENTION OF SEXUAL HARASSMENT:

The Company''s goal has always been to create an open and safe workplace for every employee to feel
empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their
abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of
sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("PoSH Act"). Further, the Company has complied with the provisions under
the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal
Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual
harassment during the year under review.

27. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

28. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY
CODE 2016:

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial
institutions.

30. SECRETARIAL STANDARDS:

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General
Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central
Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section
118(10) of the Companies Act, 2013.

31. INTERNAL CONTROL SYSTEMS:

The Company''s internal control systems are adequate and commensurate with the nature and size of the Company and
it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

As the business and activities of the Company does not involve any manufacturing activity right now, the information
required to be provided under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation
of energy and technology absorption have not been furnished considering the nature of activities undertaken by the

Company during the financial year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO

Earninss:

00.00

Outgo:

00.00

a) Conservation of Energy:

As there are no ongoing operations in your Company. Hence there is no need to conserve energy.

b) Technology Absorption:

Efforts made for technology absorption

N.A.

Benefits derived

N.A.

Expenditure on Research &Development, if any

N.A.

Details of technology imported, if any

N.A.

Year of import

N.A.

Whether imported technology fully absorbed

N.A.

Areas where absorption of imported technology has not taken

N.A.

place, if any

33. LIQUIDITY:

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity
in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and
business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

34. VIGIL MECHANISM:

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the
Company''s working or any violation of its policies. No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company at
https://scagrotechltd.in/

35. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every
company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub¬
section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your
Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

36. STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:

During the year, the risk assessment parameters were reviewed. In the opinion of the Board, since there are no business
activities. Hence, there are no major elements of risk which has the potential of threatening the existence of the
Company.

During the year under review, the company have not developed and implemented risk management policy.

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) That in the preparation of the annual accounts for the period ended 31.03.2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

b) That the Directors have 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 the loss of the Company for the period
ended 31.03.2025;

c) That the Directors had 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;

d) That the Directors had prepared the annual accounts on a going concern basis and

e) That 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.

38. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT
2013:

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended March 31, 2024.

39. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE
9 OF THE COMPANIES ACT 2013 :

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is
essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported
in Annual Return of the company.

40. OBTAINING ISIN BY MON-SMALL COMPANIES - COMPANIES (PROSPECTUS AND ALLOTMENT OF
SECURITIES) SECOND AMENDMENT RULES. 2023 OF THE COMPANIES ACT 2013:

Recent amendments under the Companies (Prospectus and Allotment of Securities) Second Amendment Rules,
2023, stipulate that non-small companies must obtain an International Securities Identification Number (ISIN) for
their securities to facilitate smoother trading and enhance marketability.

The company has appointed an RTA and submitted all required documents to the RTA to obtain the ISIN
(INE895E01017)

41. ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record their appreciation for the dedication and
commitment of employees shown at all levels. Your Board also wishes to place on record its appreciation
for the services rendered by its auditor, consultants business partners, Bankers, Service Providers as well
as regulatory and government authorities for extending support and placing their faith and trust on the
Board.

FOR SC AGROTECH LIMITED

Sd/- Sd/-

PRATIKKUMAR BHARATBHAI PATEL SUCHITKUMAR BIPINCHANDRA PATEL

Managing Director Director

DIN:11211517 DIN: 11211454

Date: 05.09.2025
Place: Delhi


Mar 31, 2024

Your directors haw Pleasure m presenting the 34* Annual Report together with audited statement of accounts for the year ended 31'' March 2024

Financial Performance: - (Amount in Rs.)

Particulars

As on 31.03.2024

As on 31.03.2023

Income

Revenuefiom opemtions (gross)

6S11526

SS6S30

Other Income

9842677

29862483

Total Income

16654203

30749313

Expenses

Pine ha set COGS)

5S1S5S8

1282270

Employee benefits expense

2994574

3263403

Depreciation and amortization expenses

13606S

141068

Other expenses

5144066

6223256

Total Expenses

10909996

10909996

Profit (loss) before exceptional and extraordinary items and tax

2560907

19839317

Less: Exceptional Items & Current Tax

1 Prior Period Tax Credit

8800

2. Current year tax Exp

Less:-MATcredit entitlement

EARLIER YEARS

DEFFERED TAX

(18967)

(18721)

Profit/ (loss) after Tax and exceptional Items

2395973

19858038

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year the company has earned a profit of Rs. 25.52 lakh as compared to previous year of profit Rs. 198.39 lakh during the peiiod under
review.

INDIAN ACCOUNTING STANDARDS (IndAS)

The Financial Results for the year 2023-24 have been prepared in accordance with Ind AS, prescribed under Section 133 of the
Companies Act, 2013 read with the relevant rules issued there under and the other recognized accounting practices and policies to
the extent applicable. The Financial Results for all the peiiods of2023-24 presented have been prepared in
accordance with Ind AS.

PUBLIC DEPOSITS

Dining the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of
Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

DIVIDEND

In view of the past track of the financial position of the company'' not to earn much more profits and its occurred loss since last
several year companies is not in the position is to distribute Dividend to its shareholders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no dividend was declared in the last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

Share Capital:

There is no change in the Authorised Share Capital and paid up Share Capital of the Company'' dining the Financial year.

PROCEEDING UNDER THE INSOL VENCY.4ND BANKRUPTCY CODE. 2016

There are no proceedings initiated by the Company or against the Compart}’.

ONE TIME SETTLEMENTS

The Compam’ has trot undergone any OTS (One Time Settlement).

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholder/investors. M/s Skyline Financial Services
Pr ivate Limited, New Delhi is working as Registrars and Share Tr ansfer Agents (RTA) of the Company> for transfer,
dernaterialization of shares and other investor related services. No correspondence/ enquiry fiorn any
shareholder/investor is pending with the company for reply.

DIRECTORS AND KMP:

Name of Direct or

Designation

Mr. Vanin Shaky a

Managing Director

Mr. Ravi Yashwantbhai Patel

Whole time Director

Mr. Sharad Raton

Non- Executive Independent Director

Mr. Nandan kumarMishra

Non-Executive - Independent Director

Ms. Vans ha Rani

Non -Executive Woman director

Mr. Karan Ashokbhai Bhadra

Non-Executive - Independent Director

Mr. Amit Sehgal

Chief Financial officer

Mr. Vijay kumar Jothani

Company> Secretary

r DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors responsibility statement pursuant to section 134 (5) of the Companies Act, 2013 is annexed there to
Directors have pleasure to State:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2024 the applicable
accounting standards have been followed along with proper explanations if any relating to material departures.

ii) That the Directors have 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 statement of affairs of
the Company> at the end of the financial year and the Profit/ Loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2012 for safeguarding the assets of the Company and for
preventing and detecting fi aud and other irregularities.

iv) That the Directors have prepared the annual accounts ongoing concern basis.

v) That the Directors, have laid down the Internal Financial control to be followed by the Company and that such
internal Financial Controls are adequate and were operating effectively
\

vi) That the Director have devised proper system to ensure compliance with the provision of all applicable law that
such system was adequate and operating effectively.

DECEARA TION FROM INDEPENDENT DIRECTOR

The Company has received declarations fi om all the Independent Directors of the Company• confirming that they meet the
aiteiia of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and remuneration of managerial persons)
rules, 2014, the Company has appointed M/s Gulista & Associates Company Secretaries, CS Gulista (M. No. 49402, COP No. 24089) to
undertake the Secretarial Audit of the Company for the financial period 2023-24

The Secretaiial Audit report for the financial peiiod ended 31st march, 2024 is attached as Annexure- A of this Board''s report. The Secretarial
Audit repori does not contain any qualification, reseivation or adverse remark.

CORPORA TE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of

Section 135(1) of the Companies Act 2013 and hence it is not required to formulate policy on Corporate Social responsibility.

RISK MANAGEMENT POLICY:

The Company has in place a dynamic Risk management framework for a systematic approach to con trol risks as the framework
identifies, evaluates business lisks and opportunities and seeks to create transparency
/ and minimize adverse impact on the
business The iisk management process is appropriately'' handled by'' functional heads. As on Date, the Company envisages risks
which could threaten the existence of the company.

FIXED DEPOSITS:

Dining the year under review, neither any fixed deposit has been invited nor airy> fixed deposit have been renew ed by> the
Company
/ under the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules,

1975from the public.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AM) FOREIGX EXCHANGE EARNING AND OUTGO.

Statement pursuant of Section 134 (3) (m) of the Company'' Act, 2013 are annexed hereto and forming part of the report.

RELATED PARTIES TRANSACTIONS

Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.
Dining the year, the Company'' had not entered into any'' conti''act/arrangement/transaction with related parties which could be
considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h)
of the Companies Act, 2013 in Form AOC2 is not applicable. The Policy on dealing with related party/ transactions as approved
by the Board may be accessed on the Company''s website at the link: www.scagrotech.in

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loam, Guarantees, Securities and Investments covered under the provisions of Section 1S6 of the Act aie given in the Notes to the
Financial Statements.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of
this Annual Report is given in Annexure-B

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments noticed by the Board between the end of financial year of the Company i.e. March
31, 2024 and the date of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the
Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and employees of the
Company to raise concents regarding any irregularity, misconduct or unethical matters / dealings within the Company. The same is
detailed in the Corporate Governance Repori which forms part of this report. The Company has a vigil mechanism named Fraud and
Risk Management Policy
/ to deal with instance of fiaud and mismanagement, if any, in staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is
committed to ensure the high standards of Corporate Governance and stakeholder responsibility \

LISTING

The Equity'' Shares of the Company are listed on the Bombay'' Stock Exchange Limited {BSE) having nation-wide trading terminals. Annual listing fee for
the Financial Year 2023-24 has been paid to BSE Limited.

STATUTORY AUDITORS:

The Auditor’s Repoit does not contain any qualifications, reservations or adverse remarks.

GENERAL DISCLOSURE

Your Director state that no disclosure or reporting is required in lespect of the following items as there Mere no transactions on these items duiing the
year undei
¦ review.

• Details relating to Deposits coveted under Chapter V of the Act.

• Issue of Equity Shares with Differential Rights, as to dividend, voting or otherwise.

• Issue of shares with including sweat equity shares to employees of the company undei• any scheme

• No significant or material order was passed by the Regulators or Courts or Tribunals which impact the
going concent status and company''s operation in the future.

• The Company has Complied with the provisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

• During the year under review, there were no easels) filed pursuant to Sexual Harassment of Women at
workplace (Prevention, Prohibition & Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from sub-brokers,
business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other
business affiliates and media.

The Board places on record its sincere appreciation towards the Company'' ’s valued customers for the support and confidence
reposed by them in the organization and the stakeholders for their continued co-operation and support to the company
* and look
forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted sendees of the employees duiing the period
under review.

FOR AND ON BEHALF OF THE BO.ARD
For SC A GROTECHLIMITED

Place: Net v Dei hi sd/-

Date: 29.08.2024 Rati YashnantBhaiPatei

ExeaitrveOVhoie Time Director


Mar 31, 2014

TO THE MEMBERS Sheel International Limited.

The Directors have Pleasure in Presenting the 24rd Annual Report together with audited statement of accounts for the year ended 31st March, 2014.

Financial Performance:- (Amount in Rs.) particulars As on 31.03.2014 As on 31.03.2013

Income

Revenue from operations (gross) 117500.00 665800.00*

Other Income 4167098.00 309044.00

Total Revenue 4284598.00 975544.00

Expenses

Employee benefits expense 1201200.00 77000.00

Depreciation and amortization expenses 448961.00 443961.00

Other expenses 2102715.80 446768.00

Total Expenses 3752876.80 968151.90

Profit (loss) before exceptional and extraordinary items and tax 531721.20 7392.10

Exceptional Items ---

Profit/ (loss) before tax 531721.20 7392.10

Less: Tax Exp. 101,319.00 --

Less: Deferred Tax 1,129,109.00 --

Profit & Loss for the year (698706.80) -

* Note: In the Previous year Revenue from Operation (net) was 666,500 Less 157,637.00 = Rs. 508863.00

OPERATIONS AND FUTURE PLANS :

The operations for the year under review show Profit before tax of Rs. 5,31,721.20/-

The Operation of plant of the company has been stopped since 1998 due to scarcity of fund.

TRADEMARK-BILONA

Since the Production of the company has been stopped in the year 1998, BILONA is the most popular brand which is still holding more demand in market. Management has decided to lease out this Trade mark to some one else. M/s Annu Milk Product Limited, who is major supplier of the Dairy product , like Pure Ghee and skimmed Milk and other dairy product in the market. On July, 2013 the Brand of BILONA has been assigned by the company by way of assignment deed for the period of three years w.e.f July, 2013 to July 2016 .

DIVIDEND :

In view of the past track of the financial of the company huge loss suffered due to plant is not in operation , no dividend is being declared by the Board in the current year.

Share Capital:

There is no change in the Authorised Share Capital and paid up Share Capital of the Company during the previous year.

DIRECTORS :

In pursuant to Article 89 (2) of the Article of Association of the Company and read with Section 152 of the Company Act, 2013 Mr. Rahul Kumar, retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. The board recommended their appointment.

Mr. Rishabh Bhutra (DIN-03624597), Chartered Accountant who is existing member in the board since 2011 and interested to appoint as Independent Director in the company, hence board has recommended their appointment as Independent Director in the company for the period of five years from this Annual General Meeting up to the Conclusion of the 29th Annual General Meeting which will be held on 2019.

Mr. Madan Chandra Das (DIN-01614950) S/of Sh. H.C Das ,associated with the company since 1999 who is commerce Graduated with addition qualification of MBA Finance holding great experience of 14 years in the corporate and expertise knowledge in Accounts Finance and Marketing, they had been appointed on 20th August 2001 and they were using their experience and continue in the board since 2001 They have shown their interest to appoint as Independent Director, hence board has recommended their appointment as Independent Director.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors responsibility statement pursuant to section 134 (5) of the Companies Act, 2013 is annexed there to Your Directors have pleasure to State:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2014 the applicable accounting standards has been followed along with proper explanations if any relating to material departure; ii) 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 the loss of the Company for the year under review. iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the Directors had prepared the annual accounts ongoing concern basis.

v) That the Director , in the case of a Listed Company, had laid down the Internal Financial control to be followed by the Company and that such internal Financial Controls are adequate and were operating effectively.

vi) That the Director had advised proper system to ensure compliance with the provision of all applicable lawa that such system were adequate and operating effectively.

vii) FIXED DEPOSITS

During the year under review, neither any fixed deposit has been invited nor any fixed deposit have been renewed by the Company under the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 1975 from the public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO.

Statement pursuant of Section 134 (3) (m) of the Company Act, 2013 are annexed hereto and forming part of the report.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Your Company has taken adequate steps to ensure compliance with the provision of Corporate Governance as prescribed under the Listing Agreement with the Appropriate Stock Exchange . A Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the company & Company Secretary in practice certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

Company is listed at Bombay Stock Exchange and Delhi Stock Exchange the Compliance under the Listing Agreement is being done on time. The Trading of the Equity are available at BSE and our shareholder are requested to demat your equity and use normal trading at Bombay Stock Exchange. .

STATUTORY DISCLOSURE AND PARTICULARS OF THE EMPLOYEES:

None of the Director of your Company is disqualified as per provision of Section 164(1) of the Companies Act, 2013. Your Director has made necessary disclosure as required under various provision of the company Act, 2013 and clause 49 of the Listing Agreement.

AUDITORS :

M/S Manoj Sangeeta & Associates, Chartered Accountants, New Delhi , Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment. The Board recommends their reappointment.

ACKNOWLEDGEMENT:

The Board expresses its gratitude to the Government Authorities, Financial Institutions and Bankers for their continued and valuable support and co-operation extended to the Company. The Board also gratefully acknowledged the support extended by the suppliers, Investors, dealers, Shareholders of Company. The Board also wish to place on records their sincere appreciation of the wholehearted co-operation extended and the valuable contribution made by the employees of all levels. Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

FOR AND ON BEHALF OF THE BOARD Date:24.05.2014 Place: New Delhi sd/- sd/- M.C.Das Nitin Maheshwari Director Executive Director


Mar 31, 2013

TO THE MEMBERS Sheel International Limited

The Directors have Pleasure in Presenting the 23rd Annual Report together with audited statement of accounts for the year ended 31st March, 2013.

Financial Performance:

(Amount in Rs.)

particulars As on 31.03.2013 As on 31.03.2012

Income

Revenue from operations (Net) 508,863.00 24,673,40.00

Other Income 309,044.00 1501964.00

Total Revenue 817,907.00 3,96,9304.00

Expenses

Employee benefits expense 77,000.00 108170.00

Depreciation and amortization expenses 443,961.00 42,236,080.00

Other expenses 289553.90 7,85,893.10

Total Expenses 810,514.90 43,130,143.10

Profit (loss) before exceptional and extraordinary items 7,392.10 (39,160,839.10) and tax

Exceptional Items - 1,711,620.00

Profit/ (loss) before tax 7,392.10 (40,872,459.10)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review show Profit of Rs. 7392.10/-

The Operation of plant of the company has been stopped since 1998 due to scarcity of fund.

DIVIDEND :

In View of a accumulated loss in the year under review, no dividend is being declared by the Board

DIRECTORS :

During the year under review following alteration in the board of directors of the Company have been made :

- The Board of Directors recommend his n Accordance with the Provision of the Companies Act, 1956 and Article of Association of the Company Sh. Rishabh Bhutra Director of the Company who retire by rotation and being eligible , offer himself for re-appointment

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors responsibility statement pursuant to section 217(2A) of the Companies Act, 1956 is annexed there to

Your Directors have pleasure to State:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2013 the applicable accounting standards has been followed along with proper explanations if any relating to material departure;

ii) 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 the loss of the Company for the year under review.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts ongoing concern basis.

FIXED DEPOSITS

During the year under review, neither any fixed deposit has been invited nor any fixed deposit have been renewed by the Company under the provisions of section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 from the public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO.

Statement pursuant of Section 217(1)(e) of the Company Act, 1956 are annexed hereto and forming part of the report.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Your Company has taken adequate steps to ensure compliance with the provision of Corporate Governance as prescribed under th e Listing Agreement with the Appropriate Stock Exchange . A Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the company & Company Secretary in practice certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

Company is listed at Bombay Stock Exchange and Delhi Stock Exchange the Compliance under the Listing Agreement is being done on time. The Trading of the Equity are available at BSE and our shareholder are requested to demat your equity and use normal trading at Bombay Stock Exchange. .

STATUTORY DISCLOSURE AND PARTICULARS OF THE EMPLOYEES:

None of the Director of your Company is disqualified as per provision of Section 274(1) (g) of the Companies Act, 1956. Your Director has made necessary disclosure as required under various provision of the company Act, 1956 and clause 49 of the Listing Agreement.

None of the employees has employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, provision of this section are not applicable.

AUDITORS :

M/S Manoj Sangeeta & Associates, Chartered Accountants, New Delhi , Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment. The Board recommends their reappointment.

ACKNOWLEDGEMENT:

The Board expresses its gratitude to the Government Authorities, Financial Institutions and Bankers for their continued and valuable support and co-operation extended to the Company. The Board also gratefully acknowledged the support extended by the suppliers, Investors, dealers, Shareholders of Company. The Board also wish to place on records their sincere appreciation of the wholehearted co-operation extended and the valuable contribution made by the employees of all levels. Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented

FOR AND ON BEHALF OF THE BOARD

Date:25.05.2013

Place: New Delhi sd/- sd/-

M.C.Das Nitin Maheshwari

Director Executive Director


Mar 31, 2010

The Directors of your Company present their 20th Annual Report together with Audited Annual Accounts of the Company for the year ended 31st March 2010.

Financial Results F.y ended F.y ended

31.03.2010 31.03.2009 (Rupees) (Rupees)

Income

Franchise fees 156,000.00 156,000.00

Agricultural Income 1,444,500.00 -

Other Income - 10,000.00

Total A 1,600,500.00 166, 000.00

Expencess

Admin. & General Exp. 400,511.00 49,339.00

Financial Charges - 146.50

Depriciation 443,961.00 463,417.00

Total B 844,472.00 512,902.50

Profit for the year

before Taxation A-B 756,028.00 346,902.50

Profit after Taxation 756,028.00 346,902.50

Balance b/d from Previous year 42,248,617.58 46,337,625.00

Add: Misc Balance Written off 11,328,366.00 4,435,909.92

Balance Carried to balance sheet 30,164,223.58 42,248,617.58

MISCELLANEOUS INCOME

The Company is owing agricultural Land which is laying unused and we did the plantation of Eucalyptus & Teak plant in the earlier year we sold these plant in the current year the income earned by selling these plant has been shown under this head amounting Rs. 1444500./-

OPERATIONS

Plant of the Company has been closed, due to scarcity of funds.

DIVIDEND:

In view of loss incurred by the Company during the year under report no dividend is being declared by the board.

FIXED DEPOSIT

During the period under review, the Company has not accepted any deposit under section 58A of the Compa- nies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO.

Statement "pursuant of Section 217(1)(e) of the Company Act, 1956 are annexed hereto and forming part of the report.

DIRECTORS:

Sh. Ram Avtar is liable to retire by rotation of the ensuring Annual General Meeting and being eligible offer himself for Re- appointment.

DIRECTORS RESPONSIBILITY STATEMENTS:

In term of section 217(2AA) of the companies, Act, 1956, your directors states:

1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. That they have selected such accounting policy and applied them constantly and made judgments and estimates that are reasonable prudent so as to give a true and fair view of the state of affairs of the financial year and profit or loss of the Company for the period.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in connection with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEE:

There is no employee working with the Company attracting the provisions of section 217(2A) of the Compa- nies Act, 1956.

AUDITORS:

M/S Manoj Sangeeta & Associates, Chartered Accountants as the statutory auditors of the Company who retire at this Annual General Meeting and being eligible offer themselves for re-appointment. The Board rec- ommends their re-appointment.

AUDITORS REPORT

The Observation of the Auditor have been suitably explained in the Notes of Accounts.

BIFR STATUS OF THE COMPANY:

During the year Honble BIFR refused to declare the company as a Sick industrial company and dismiss its reference. The Company has filed an appeal before AAIFR against the decision of BIFR.

ACKNOWLEDGEMENT:

The Board expresses its gratitude to the Government Authorities, Financial Institutions and Bankers for their continued and valuable support and co-operation extended to the Company. The Board also gratefully ac- knowledged the support extended by the suppliers, Investors, dealers, Shareholders of Company. The Board also wish to place on records their sincere appreciation of the wholehearted co-operation extended and the valuable contribution made by the employees of all levels.

For & on behalf of the Board of Directors

sd/- sd/-

S.N. Chandak Ram Avtar

Director Director

Regd. Office: S-237, G.K.-II, New Delhi-48 Date: 2nd August, 2010 Place: New Delhi

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