Directors Report of SC Agrotech Ltd.

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