SC Agrotech Director Discussions


TO

THE MEMBERS SC AGROTECH LIMITED

Your directors have Pleasure in presenting the 33rd Annual Report together with audited statement of accounts for the year ended 31st March, 2023.

Financial Performance: - (Amount in Rs.)
Particulars As on 31.03.2023 As on 31.03.2022
Income
Revenue from operations (gross) 886830 2717250
Other Income 29862483 4508217
Total Income 30749313 7225467
Expenses
Purchase(COGS) 1282270 1420000
Employee benefits expense 3263403 2986986
Depreciation and amortization expenses 141068 141068
Other expenses 6223256 2559823
Total Expenses 10909996 7107876
Profit (loss) before exceptional and extraordinary items and tax 19839317 117590
Less: Exceptional Items & Current Tax
1 Prior Period Tax Credit
2. Current year tax Exp
Less:-MAT credit entitlement
EARLIER YEARS 13822
DEFFERED TAX (18721) (17163)
Profit/ (loss) after Tax and exceptional Items 19858038 120931

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year the company has earned a profit of Rs. 198.58 lakh as compared to previous year of profit Rs 1.20 lakh during the period under review.

INDIAN ACCOUNTING STANDARDS (Ind AS)

The Financial Results for the year 2022-23 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 periods of2022-23 presented have been prepared in accordance with Ind AS.

Public Deposits

During 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 ED UCA TION 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 during the Financial year.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated by the Company or against the Company.

ONE TIME SETTLEMENTS

The Company has not 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 Private Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer, dematerialization of shares and other investor related services. No correspondence/ enquiry from any shareholder/investor is pending with the company for reply.

DIRECTORS AND KMP:

Name of Director Designation
Sh. Vijay Shankar Thakur Whole time Director /Executive Director
Sh. Netra Pal Non executive Independent Director
Sh. SharadRatan Non Executive Indpendent Director
Smt. Hemlata Rajora Woman director
Sh. Amit Sehgal Chief Financial officer
Sh Amit kumar Company Secretary

> 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 2023 the applicable accounting standards has 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud 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.

DECLARATION FROM INDEPENDENT DIRECTOR

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

SECRETARIAL A UDIT 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 2022-23

The Secretarial Audit report for the financial period ended 31st march, 2023 is attached as Annexure- A of this Boards report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

CORPORATE 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 MANA GEMENT POLICY:

The Company has in place a dynamic Risk management framework for a systematic approach to control risks as the framework identifies, evaluates business risks and opportunities and seeks to create transparency and minimize adverse impact on the business The risk 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:

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.

CONSER VATION 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.

RELATED PARTIES TRANSACTIONS

Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/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 Companys website at the link: www. scasrotech.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are 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, 2023 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 concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report. The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud 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 2022-23 has been paid to BSE Limited.

STATUTORY A UDITORS:

The Auditors Report does not contain any qualifications, reservations or adverse remarks.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on www.scagrotech.in.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

• Details relating to Deposits covered 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 under any scheme.

• No significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status and companys 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 andRedressal) Act, 2013

• During the year under review, there were no case(s) 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 Companys 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 services of the employees during the period under review.

FOR AND ON BEHALF OF THE BOARD
For SC AGROTECH LIMITED
Place: New Delhi sd/-
Date: 30.08.2023 Vijay Shankar Thakur
Executive/Whole Time Director