SC Agrotech

SC Agrotech Ltd Directors Report

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May 9, 2025|12:00:00 AM

SC Agrotech Ltd Share Price directors Report

TO

THE MEMBERS SC AGROTECH LTMITED

Your directors haw Pleasure in 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
Revenue fiom operations (gross)	5811526	886830
Other Income	9842677	29862483
Total Income	16654203	30749313
Expenses
Pine ha set COGS)	5S1S5S8	1282270
Employee benefits expense	2994574	3263403
Depreciation and amortization expenses	136068	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 pernd under review.

INDIAN ACCOUNTING STANDARDS (Ind AS)

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 periods of2023-24 presented ha\>e been prepared in accordance with Ind AS.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits fiom 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 during the Financial year.

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

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

ONE TIME SETTLEMENTS

The Compam has not undergone any OTS (One Time Settlement).

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholder/investors. MZs Skyline Financial Sendees 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 sendees. No coirespondence/ enquiry f ont any shareholder/investor is pending with the company for reply.

DIRECTORS AND KMP:

Name of Dire dor	Designation
Mr. Vanin Shaky a	Managing Director
Mr. Ravi Yashvantbhai Patel	Whole time Director
Mr. Sharad Raton	Non- Executive Independent Director
Mr. Nandan kumarMishra	Non-Executive - Independent Director
Ms. VarshaRani	Non -Executive Woman director
Mr. Karan Ashokbhai Bhadra	Non-Executive - Independent Director
Mr. Amit Sehgal	Chief Financial officer
Mr. Vi jay 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, 2013 for safeguarding the assets of the Company and for preventing and detectingfi aud and other irregularities.

iv) That the Directois 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.

DECE4RA TION FROM INDEPENDENT DIRECTOR

The Company has received declarations fi om 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 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 Secretaires, CS Gulista (M. No. 49402, COP No. 24089) to undertake the Secretarial Audit of the Company for the financial peiiod 2023-24

The Sec ret aiial Audit report for the financial peiiod ended 31^st march, 2024 is attached as Annexuie- A of this Boards report. The Secretarial Audit repoii does not contain any qualification, reservation 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 risk management process is appropriately handled by functional heads. As on Date, the Company envisages lisks 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 byt 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 EXCHAXGE EARYDG 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 paities 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.scagrotech.in

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 1S6 of the Act ate 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 rigil 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:

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GENERAL DISCLOSURE

Your Director state that no disclosure or repotting is required in respect of the following items as there were no transactions on these items dining the

year under 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 under airy scheme.

• No significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concent 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 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, bankets, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation tow ards the Company‘s valued customers for the suppotl and confidence reposed by them in the oiganization and the stakeholders for their continued co-operation and support to the company* and look forward to the continuance of this supponhe relationship in future.

Your Directors also places on record their deep sense of appreciation for the de\oted sendees of the employees dining the period under review.

	FOR AND ON BEHALF OF THE BO.iRD
	For SC A GROTECHLIMITED
Place: Netv Delhi	sd/-
Date: 29.08.2024	Ra\i Yashnaut Bhai Patel ExecuthWtt hole lime Director

.4NNEXURE TO THE DIRECTORS REPORT

Infonnation Under Section 134 (3) (m) of the Companies Act, 2013 read with Company> (Disclosure of Particulars in the Repot1 of the Directors) Rule, 1988 and forming pail of the Directors Repotl for the year ended 3 l^a March 2024.

1. CONSERVATION OF ENERGY:

Company has not consumed any kind of energy-^? dining the year.

2. RESEARCH AND DEVELOPMENT AND TECHNOLOGY .ABSORPTION

The operation of the Company has been suspended since 1998 there for the company> has not import any technologies.

3. FOREIGN EXCHANGE EARNING AND OUTGO Foreign Exchange Earning and outgo dining the year is NIL.

SECRETARIAL A EDIT REPORT (MR-3)

FOR THE FIN.4NCLU. YE.4R ENDED 31.032024 (Pursuant to Section 204(1) of the Company Act, 2013 and mIeNo.9ofthe Companies Act (Appointment and remuneration personal Rule, 2014)

To,

The Members,

SC Agro tech limited Regd. Add: RZ-1484/28, GF,

Tughlakabad Ext.Neu- Delhi-110019

We have conducted the secretarial audit of the Compliance of applicable statutory provision and adherence to good corpowte practices by SCAgrotech limited hereinafier called the company Secretahal Audit Mas conducted in mannei• that pw\ided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing of opinion thereon

Based on our verification of the Company Ms SCAgrotech limited books, papers, Minute Books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, Its officers, agents and authorised representative during the conduct of Secretarial

Audit, We hereby report that in my opinion, the compam• has, during the Audit period covering the financial year ended 31" March 2024 complied Mith the Statutory Provision listed hereunder and also that the Compam• has proper Board -Process and compliance mechanism m place to the extent, in the manner and subject to the reporting made here in after:

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by- the Company M/s SCAGROTECH LIMITED for the financial rear ended on 3F March. 2024 according to the provision of:

(V The Companies Act, 2013 (the Act) and the rules made there under:

The Securities Contract (regulationlet, 1956 and the rules made there under

(iii) The Depository Contract Act, 1996 and the Regulation and bye Ioms fr amed there undo-,

fty) The following regulation and Guidelines prescribed under the Securities and Exchange Board of India (substantial Acquisition of Shares and takeover)

Regulation,2011

(a) The Securities and Exchange Board of India (substantial Acquisition of Shares and takeover) Regulation ,2011: (b) The Securities and Exchange Board of India (Prohibition of Insider- Trading) Regulation, 1992. (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure requirement) Regulation,2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guideline, 1999, (e) The Securities and Exchange Board of India (Issue and listing and Debt Securities Regulation ,200S (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Company Act

and dealing Mith client.

(g) The Securities and Exchange Board of India (delisting ofEquity Shares) Regulation, 2009 and (h) The securities and Exchange Board of India ( Buy Back of Securities) Regulation, 199S

I have also examined compliance Mith the applicable of clause of the FolloMing;

(i) Secretarial Standards issued by the Institute of Company Secretaries of India. (ii) The Listing Agreement entered into bv- the Company Mith the Stock Exchange During the period under review the Compam- has complied Mith the Provision of the Act, Rules, regulations, guidelines, standards etc mentioned above subject to the following observations: I further report that The Board of Director of the Compam is duly constituted Mith proper balance of Executive Directors, , three Independent Directors including One Moman Director The Change in composition of the Board of Director that took place during the period under- review were carried out in compliance Mith the Provisions of the Act Adequate Notice is giv en to all Director to schedule the Board Meeting, agenda and detailed notes on agenda Mer e sent at least seven days in advance, and a system exist for seeking and obtaining further information and clar ification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is earned through while the dissenting members views are captured and recorded as part of the minutes. I fUrther report that there are adequate system and process m the company commensurate Mith the size and operation of the compam to monitor and ensure compliance Mith applicable Ioms, rules, regulation and guidelines I fiirther report that during the Audit period the Company has not made any public Right. Preferential Issue ofshares/Debenture /Sweat Equity Shares during the period under review 1. No Buy Back of Securities is being done. 2. No redemption /Buy Back ofSecurities has been done during this financialyear ended 31.03.2024 3. No Dividend has been paid during the financial year. 4. All Compliance has been done on timely basis. Maintaining adequate Board and appointed Woman Director and Independent Director in the board

as per applicable provision of the Companies Act 2013

	FOR GULISTA & ASSOCIATES
Place: Nerv Delh i	SD/-
Date: 28.08.2024	Gulista
UDIN: A0494O2F001084799	Company Secretary
	M.No 49402
	COP 24089

SC Agrotech Ltd Directors Report

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