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 31st march,
2024 is attached as Annexuie- A of this Board's 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 EARYD'G 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 arm's 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 Company's 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:
The? J uAitnf'c Jtonnrt Ana? nrtt mrttnin mn• minliftrnfinn r rtv n/tvorro
vtomnrl'c
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 company's
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 supponh'e 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 DIRECTOR'S 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 la 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 member's
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 |