DIRECTOR’S REPORT TO THE MEMBERS Sheel International Limited. Your Directors have Pleasure in Presenting the 25th Annual Report together with audited statement of accounts for the year ended 31st March, 2015. OPERATIONS AND FUTURE PLANS : The operations for the year under review show Profit before tax of Rs. 3.01 Lacs. The Operation of plant of the company has been stopped since 1998 due to scarcity of fund. The future planning under review to diversify its business in trading of agriculture and horticulture sector and also board has proposed its name of the company. 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 someone 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, in the current year the operating profit after tax is Rs. 2.08 Lacs, no dividend is being declared by the Board in the current year. CHANGE IN NAME: Board has been decided to change the name of the company from SHEEL INTERNATIONAL LTD to SC AGROTECH LTD. The resolution for effecting change in name of the company is placed before the member at the ensuring Annual General Meeting. There has been no change in management and business operations of the Company.The object of the company remain unchanged. 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. In Pursuant to the Provision of Section 149 & 152 and all other applicable provisions of the Company Act, 2013 Sh. Mahesh Chandra Acharya (DIN 03474801) has been appointed as an Independent Director of the Company for the period of Five year W.e.f 20.12.2014 up to 19.12.2019, and shall not be liable to retire by rotation. Sh. Rishabh Bhutra who has been retired from the Position of Directorship of the Company W.e.f 20th December, 2014 In pursuant to the provisions of Section 149(1) and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Miss Nayadita Sharma (DIN : 07156814), be and is hereby appointed as Director in the Category of Women Director with effect from 01/04/2015. 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 law that such system was adequate and operating effectively. 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 For Sheel International Limited sd/- Nitin Maheshwari Executive Director sd/- Rahul Kumar Director Date:25.05.2015 Place: New Delhi |