Sheetal Cool Products Ltd Directors Report.

Dear Members,

The Directors of your Company are pleased to present the 6th Annual Report together with the Audited Financial Statement for the Financial Year ended on March 31, 2019.

  2. (Rs. in Lacs)

    Sr. No. Particulars 2018-19 2017-18
    1 Sales 23,362.54 20,697.08
    2 Other Income 355.12 54.19
    3 Total Income 23,717.66 20,751.27
    4 Profit Before Depreciation Exceptional Items & Tax (PBDT) 1,455.46 1,332.72
    5 Less: Depreciation 1,046.45 697.23
    6 Profit Before Exceptional Items & Taxation 840.59 635.46
    7 Exceptional Items 431.58 -
    8 Profit Before Taxation (PBT) 409.01 635.46
    9 Less: Taxation (all Taxes) 202.17 224.69
    10 Profit After Taxation (PAT) 206.84 410.77
  3. STATE OF COMPANYS AFFAIRS :The Company has earned revenue from operation of Rs.23,362.54 Lacs during the year ended on 31st March, 2019 as against Rs. 20,697.08 Lacs earned during the previous year ended on 31st March, 2018, giving a significant growth of 12.87 % as compared to previous year.The Company has also earned other income of Rs. 355.12 Lacs during the year under review as against Rs.54.19 Lacs earned during the previous year.
  4. The Company earned Profit Before Tax (PBT) of 1.75 % of sales during the year ended on 31st March, 2019 against 3.06 % of previous year ended on 31st March, 2018.

    The Company earned Profit After Tax (PAT) of 0.88% of sales during the year ended on 31st March, 2019 against 1.97 % of previous year ended on 31st March, 2018.

    There are no material changes and commitment occurred during the period which affects the financial position of the company.

    Further, there are no change in the nature of business of the company.

  5. DIVIDEND: No dividend has been recommended by the Board of Directors for the financial year ended 31st March, 2019.
  6. CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO: The Information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under
  7. Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as an Annexure- A and forming part of this Report.

  8. SEGMENT REPORTING: The Company used to show segment results for two of its segments - "Milk and Milk Products" and "Namkeen Products". However, for FY 2018-19, the Namkeen segment is not required to be bifurcated separately as per the threshold limits of AS-17 Segment Reporting. The Company Is Defined as single segment and hence, segment reporting is not applicable to the Company.
  9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE: Company dont have any subsidiaries, associate and joint venture company under review.
  10. CORPORATE SOCIAL RESPONSIBILITY (CSR): Under review of financial year 2017-18,Company dont have any statutory liability to pay any amount towards CSR activities as per Section 135 of the Companies Act, 2013. Details of CSR activities done on voluntary basis is described under Corporate Governance Report.
  11. QUALITY: Your Company has continued emphasis on Research & Development. A dedicated Quality Assurance ("QA") team is monitoring product quality. Your Company strives to be industry leader by adopting modern technology.
  12. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.
    1. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the period of this report, there being no change in the top management of the Company.
    2. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Dakubhai J Bhuva, Non-Executive Non-Independent Director of the Company, shall retire by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

      The Members are requested to consider his re-appointment.

      Necessary resolutions relating to Directors who are seeking appointment/reappointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the Annual General Meeting.

    3. COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS: All Independent Directors of the Company have given declarations to the Company under

Section 149 (7) of the Act that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the Listing Regulations.

    1. NOMINATION AND REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the Companys website at
    2. MEETINGS: During the year Eight (8) Board Meetings and Five (5) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
    3. COMMITTEES OF THE DIRECTORS: The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report.

Compositions of Board of Directors and various Committees of Directors are available on the Companys website at

  1. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the note no.5 to the Financial Statements.
  2. RELATED PARTY TRANSACTIONS: Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- C in the prescribed Form – AOC-2 and the same forms part of this report.
  3. All related party transactions are placed before the Audit Committee and Board of the Company for review and approval or Omnibus approval as permitted under law. Transactions with related parties, as per requirements Accounting Standard 18 disclosed in the notes to accounts annexed to the financial statements. Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companys website at

  4. PARTICULARS OF EMPLOYEES: The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as
  5. Annexure-D.

    The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director was in receipt of remuneration in excess of the limits set out in the said rules.

  6. HUMAN RESOURCES: Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organized various training programs at all level to enhance skill of the employees. As on 31st March, 2019, total employees strength at SHEETAL COOL PRODUCTS is over 225. The employees are deeply committed to the growth of the Company.