Sheel Biotech Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2024

Your directors have pleasure in presenting their 33rd Annual Report on the affairs of the
company together with the Audited Statement of Accounts for the year ended 31^st March,
2024.

Financial Summary

The Company''s financial performances for the financial year under review along with
previous financial year''s figures are given hereunder:

	Particulars	F.Y. ended on 31st March, 2024	F.Y. ended on 31st March, 2023
1	Total Income	9254637	8019437
2	Total Expenses	8053901	7346708
3	Profit/(loss) before tax	1200736	672729
4	Tax Expenses: 1. Current Tax 2. Earlier years 3.Income Tax earlier Year	195467 (538)	132361 17787 (174)
5	Deferred Tax	(538)	(174)
6	Net Profit/ Loss before appropriation (for the year)	1005807	522756

1. Dividend

In the month of March , 2024 The Company Declared an Interim Dividend of Rs. 3.20/- per
shares. Your Director is pleasure to recommend you a final dividend as declared Rs.3.20/- per
Share (Inclusive of Interim or Final ) for the Current financial year. The Dividend is approved
and declared in the Board would result of total Dividend outflow of Rs. 1,32,59,840.

2. Business operation

During the year Company engaged in the business of Agriculture, Horticulture, Floriculture,
Biotechnologies, Organic Adoption and certification, and Green house turnkey project etc.
During the current year 2023-24 company has achieved total turnover Rs 92.54 Crore as
compared to the previous year ended 31 March 2023 Rs.80.19 Crore.

3. Reserve

During the years the accumulated reserve of Rs 68.44 crore as compared to the
previous year of Rs. 59.77 Crore.

4. Increase in Authorized Share Capital

During the financial year 2023-24, the company increased its authorized share capital from
^41,43,700 (^4.14 crore) to ^25,00,00,000 (^25 crore). This significant change was approved by
the shareholders through a special resolution.

5. Change in nature of business

There has not been any change in the nature of business of the Company.

6. Deposits

The company has not accepted or invited any deposit from the members or the general
public during the financial year ended as on 31st March, 2023 under Section 73 or 76 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

(a) Accepted during the year- The Company has not accepted any deposit during the year.

(b) Remained unpaid or unclaimed as at the end of the year- Not applicable

(c) Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved Not
applicable

(i) at the beginning of the year- Clause not applicable

(ii) Maximum during the year- Clause not applicable

(iii) at the end of the year- Clause not applicable

7. Statutory Auditors

In the FY 2023-24 the Stautory Auditors of the company was M/s. Manoj Sangeeta &
Associates, and In FY 2024-25 the Board has recommended M/s Shyam Sunder Mangla &

Co LLP (FRN: N500055) to appoint Statutory Auditor of the company subject to the
shareholder approval of the company.

No Such Material Change and commitment if any affecting the financial position of the
Company occurred between the end of the financial year to which the financial
statement related and the date of Report:

8. Details of Subsidiary, Joint Venture or Associate Company(s)

The company have no Subsidiary, Joint ventures or Associate Companies.

9. Number of Board Meetings

The Board meets 8 times i.e 22/05/2023, 01/07/2023, 25/08/2023, 04/09/2023,
08/09/2023, 04/12/2023, 15/02/2024, 23/03/2024 during the financial year ended 31^st

March, 2024. The intervening gap between the meetings was as per the period prescribed
under the Companies Act, 2013.

10. Particulars of Loan, Guarantees and Investments under Section 186

Details of loans and investments by the Company to other body corporate or persons are
given in notes to the financial statements.

11. Particulars of Contracts or Arrangements with Related Parties

The details of the related parties are given in notes to the financial statement referred
to in Section 188(1) of the Companies Act 2013,

12. Auditors'' Report

The Auditors'' Report does not contain any qualification. The Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further
comments.

13. Disclosure about Cost Audit

As per the provisions of the Section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the cost audit is not applicable on the
Company for the year under review.

14. Secretarial Audit Report

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
requirement for annexing a Secretarial Audit Report with the Board''s report is not
applicable on the Company for the year under review.

15. Internal Audit & Controls

As per the provisions of Section 138 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, the provisions of Internal Audit are not applicable on the Company
for the year under review.

16. Statement in respect of Adequacy of internal financial control with reference to the
financial statements:

The management has taken all necessary steps to plug the internal control weaknesses.
The management has implemented an effective and meaningful system in place to
safeguard the assets of the company.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
as under:

A. Conservation of Energy

The Company makes best efforts to conserve energy and to reduce energy
consumption at workplaces of the Company.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in its key working
areas.

C. Foreign Exchange Earnings and Outgo

There was no foreign exchange inflow or Outflow during the year under review.

18. Risk Management Policy

In today''s economic environment, Risk Management is a very important part of business.
The main aim of risk management is to identify, monitor and take precautionary measures
in respect of the events that may pose risks for the business. The Company has in place a
mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
Major risks i.e., competition, legal changes, change in Government policies, availability of
finance, manpower as identified by the company are systematically addressed through
mitigating actions on a continuing basis.

19. Declaration by Independent Directors

Since the provisions of Section 149 of the Companies Act, 2013 and the rules made there
under, relating to appointment of Independent directors are not applicable on the
Company. Hence, it is not required to appoint independent directors(s) on its Board.

20. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Companies
(Meetings of its Board and its Power) Rules, 2014, the Company is not required to
constitute an Audit Committee.

21. Nomination and Remuneration Committee

The company is not covered under the provisions of Section 178 of the Companies Act,
2013, hence Nomination and remuneration committee need not to be constituted.

22. Details regarding Corporate Social Responsibility (CSR) Committee

During the current financial year the Company was spent CSR expenditure detail''s are
attached in the Financial of the company.

23. Details of Directors and Key Managerial Personnel

There is no change in the board of Directors of the Company during the financial year.

24. Establishment of Vigil Mechanism

The provisions under Companies Act, 2013 in relation to establishment of vigil mechanism
by the Company are not applicable.

25. Details of significant & material orders passed by the regulators or courts or tribunal

There has been no order passed by any authority which impact the going concern status
and company''s operations in future.

26. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressel) Act, 2013

Since the Company has no employees, thus as per Section 6 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013 there is no
requirement to constitute the Internal Compliant Committee.

27. Particulars of Employees receiving remuneration more than the limit prescribed

Since the company has no employees in the company, Rule 5(2) of The Companies
(Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 do not
apply to the company.

28. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2024,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

b) 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 as at 31st March, 2024 and of the profit
/loss of the Company for that period;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Company is not a Listed Company hence this clause in not applicable to the
Company

f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

29. Statement of Compliances of applicable Secretarial Standards as Board and general
meeting

The Company has complied with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India, during the financial year under review.

30. Frauds reported by the Auditors

No fraud has been reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013.

Acknowledgment

The Board places on record its appreciation for the valuable support and co-operation
provided by various Govt. Agencies, Bank, customers, suppliers, client, Employees and
shareholders and look forward to their continued support in future.

BY ORDER OF THE BOARD OF DIRECTORS
FOR SHEEL BIOTECH LIMITED

(SANJAY CHANDAK) (SUMEET CHANDAK)

DIRECTOR DIRECTOR

DIN: 03459807 00900366

ADD: W-151 GK -II 64 shivaji nagar

NEW DELHI-110048 Civil line jaipur-302006
NEW DELHI-110048

Date: 25.08.2024
Place: New Delhi