Sheetal Cool Products Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors take pleasure in presenting the 12th Annual Report on the performance otthe Company together with the Audited
Fina nci al State merits for the F inane ia I Year {''F''V) ende d M arch 31,2025.

1. Financial Results: [Amount Lacs]

PARTICILARS	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	32130.53	35270.32
EBITDA	3690.85	4627.37
Less: Depreciation	793.73	916.66
Finance Costs	656.01	809,77
Profit / (Loss) before tax	2250.11	2820.94
Tax expenses	593.23	736.86
Profit /(Loss) after tax	1656.88	2084.08

2. State of the Company’s Affairs:

With consistent performance and sheer dedication, the Company was stable in performance, Not only, the Company was
able to continue the momentum ot earning profit by reaching the bottom-line profits ot Rs. 2250.11 Lakhs as compared to
Rs. 2820.04 La khs i n the prev io u s f i na nci al year.

The Revenue from Operations for FY 2024-25 was Rs. 32,130.58 Lacs and reported a profit aftertax tor FY 2024-25 of Rs
1 ,656.88 Lacs in comparison with a Profit after lax of Rs.2,084.08 Lacs for FY 2023-24.

3. Dividend ancITransferto Reserves:

In order to plough back resources, your directors do not recommend any payment of dividend for Ihe financial year.
Fu rthe r the Com pany h as not iransfe rred any amount to Re se rves d u ring the year.

4. Share Capital:

The paid- u p £ quity Sha re Capital of the C om pa ny as on Ma rch 31,2 025, is Rs, 10.50. OO.OOOv''- com prisi n g 1,05,00,000
Equity Shares of Rs 10/- each. We would like to inform our shareholders that there is no change in the paid-up equity
capital of the Com pany during FY 2024-25.

5. Employees Slock Opt ions Scheme:

D u r ing I h e year, your compa ny ha s not iss u ed a ny sha res u nde r th e E m pi oyees Stock O pt io n s Sch eme to its em pi oyees.

6. Credit Rating:

? u ring I h e year u n de r re v ie w th e Com pany has received follow i n g c redit rati ng:

Facilities	Ratings	Remarks
Cash Credit	CRISIL BBB/Stable	Assigned
Proposed Fund Based Bank Limits	CRISIL BBB/Slable	Assigned
Term Loan	CRISIL BBB/Slabte	Assigned

7. Management Discussion & Analysis:

I n te rm s of Re guiati on 34{2}(e) of the Listi n g R egu lations. 2015 read wi th othe r a ppli ca ble p rovis ions, the detail ed review
of the operations, performance and outlook of the Company and its business is given in the Management''s Discussion
and Analysis Report (MDA) which forms part of this Annual Report as Annexure A and is incorporated herein by
reference and forms an integral part of this report.

8. CORPORATE GOVERNANCE REPORT:

In terms of SEBJ (Listing Obligations and Disclosure Require moms) Regulations, 2015, a Report on “Corparaie
Governance" i s a ttach ed as a n Annex u re S a n d forms pa rt of i h i a repo rt.

9. CHANGE INTHE NATURE OF BUSINESS

There is no change in the nature of business, of the
Company during the financial year under review.

10. Directors''Responsibility Statement:

Based on the framework of internal financial controls
and compliance systems established and
maintained by the Company, the work performed by
the internal, statutory, secretarial auditors and
external consultants including the audit of interna!
financial controls over financial reporiing by the
statutory auditors and the reviews performed by
management and the relevant board commitiees,
including the audit commiitee, the Board is of the
opinion that the Company''s internal financial controls
were adequate and effective during FY 2024-25.

Pursuant to Section 154(5) of the Act, 1 he Board of
Directors, to the best of their knowledge and ability,
confirm that:

i. In the preparation of the annual accounts,
the applicable accounting standards have
been followed and there are no material
departures.

ii. They 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 state of affairs of the
Co mpany at the e n d of the 1 inane ia I yea r a nd
of 1 h e toss of the Company for that pe ri od.

iii. They have laken proper and sufficienl care
Tor the mai nienance of ad equa te acco u nti n g
records in accordance with the provisions of
Ihe Act for safeguarding the assets of ihe
Company and for preventing and Detecting
Fra u d a nd othe r i rre gularities.

iv. They have p repa red i he ann ual accounts on
a going concern basis,

v- They have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate
and operating effectively,

vi. They have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems are
adeq uate a n d ope rati n g effectivel y,

11. Directors and Key Managerial Personnel:

In accordance with the requirements of the Act and
the Company''s Articles of Association, Mr.

Sanjaybhai Bhuva, (DIM: 06616078} retires by
rotation and being eligible, offers himself for re¬
appointment, Relevant resolutions (Ordinary or
Special, as applicable) seeking shareholders
app roval forms pa rt of th e Notice of e n s u i ng AG M.

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on
March 31,2025, are:

Mr. Bhupat bhai Bhuva - Managing Director

(DlN:0661606l)

Mr. Sanjaybhai Bhuva -Whole time Director

(DIN: 06616086)

Mr. Dineshbhai Bhuva -Whole time Director

(DIN: 06616070)

Ms. Jinal Naha -Chief Financial Officer

Mr. Bharat PTrivedi -Company Secretary and

Compliance Officer

Number of Meetings of the Board:

Seven (7) meetings of the Board were held during the
year under review. For details of meetings of Ihe
Board, please refer to the Corporate Governance
Report as Annexure B, which forms a part of the
Annual Report.

12. Performance Evaluation of Board, Committee &
Directors:

The Board of Directors has carried out an annual
evaluaiion of its own performance, board
committees, and individual Directors pursuant lo Ihe
provisions of the Aci and SEBI Listing Regulations.
The performance of the Board was evaluated by the
Board after seeking inpuis from all the Directors on
the basis of criteria such as the Board Composition
and Structure; Degree of fulfillment of Key
responsibilities towards stakeholders (by way of
monitoring corporate governance practices,
participation in the long- term strategic planning,
etc,); Effectiveness of board processes, informal ion
and functioning, etc,; Extent of co-ordination and
cohesiveness between the Board and its
Commrttees; and Quality of relationship between
Board Members and the Management

The performance of the committees was evaluated
by the Board after seeking input from the committee
members based on criteria such as the composition
of committees, effectiveness ot committee meetings,
etc.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
board as a whole and the Chairman of the Company
was evaluated, considering the workfooniribuiion of
Executive Directors and Mon-Executive Directors.

The Board and the NRC reviewed the performance of
individual Directors based on criteria such as the
contribution ofthe individual Director to the Board
and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January
5, 2017. At the Board Meeiing that followed the
meeting of the1 ndep enden! Di rectors a nd meet i n g or
NFtC, the performance ofthe Board, iis committees,
and individual directors was also discussed,
Performance evaluation of Independent Directors
was done by the entire Board, excluding the
independent director being evaluated.The Directors
expressed their satisfaction with the evaluation
process.

13. Vigil Mechanism:

The Company has established the necessary vigil
mechanism for directors and employees in
confirmation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to report
concern s abou t unel h ica I behavi or, Th e detai I s of the
policy are also available on www.scpico.com.

14. Internal Financial Controls:

The Company has an internal financial control
system commensurate with the size and scale of its
operations and ihe same has been operating
effectively,The Internal Auditor evaluates ihe efficacy
and adequacy of internal control system, accounting
procedures and policies adopted by the Company for
efficient conduct of its business, adherence to
Company''s policies, safeguarding of Company''s
assets, prevention and detection of frauds and errors
and timely preparation of reliable financial
information etc. Based on Ihe report of internal audit
function, process owners undertake corrective
action in their respective areas and thereby
strengthen the controls. Significant audit
observations and corrective actions thereon were
p resented to the Audit Go m mittee of th e Boa rd.

15. Audit Committee:

The details including the composition of the Audit
Committee. Meeting details, attendance at the
Meetings and terms of reference are included in the
Corporate Governance Report as Annexure B.
which forms a part ofthe Annual Report,

15- Statute ry Au d iio rs;

At the 7th AGM held on December £8, £0£0, the
Members approved appointment of M/s. H.B. Kalaria
& Associates, Chartered Accountants (Firm
Registration No. 104571W) as Statutory Auditors of
the Company to hold office for a period of five years
from the conclusion of the 7th Annual General
Meeting till the conclusion of the 12th Annual
General Meeting to be held in the year 2025. further
they have been Re-appointed by the Board of
Director for tenure ot next 5 years subject to approval
ot shareholders till 17th Annual General meeting to
be he Id to r Financi al Vea r 2029-2030.

17. Corporate Social Responsibility:

Your Company has always laid emphasis on
progress with social commitment. We believe
strongly in our core values of empowerment and
betterment of not only the employees but also our
communities. The Company has developed the
policy on Corporate Social Responsibility (''CSP'')
and was recommended by the CSR Committee and
approved by the Board and the same can be
accessed on the Company'' s website at
https://www, scplco.com/wp*
content/u pi oads/2 02 3/0 3/corporate-social*
responsi bil ity-po I icy. pdf.

The brief outline ot the GSR policy of the Company
and the initiatives undertaken by the Company on
CSR activities during the year under review are set
out in Annexure D of this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021.

18. Auditor''s Report and Secretariat Audit Report:

The Statutory Auditor''s Report and the Secretarial
Auditor''s Report are part of this annual report.
Secretarial Auditor''s Report is attached to this report
as Annexure E.

In the Statutory Auditors'' Report on the financial
statements of the Company tor the financial year
ended on 31st March 2025, there is no
Qualitied/Adverse Opinion from Statutory Auditor
duri n g the fi na ncial year under review.

19. Risk Management;

The Company has formulated the Risk Management
Policy in order to safeguard the organization from
various risks through timely actions. It is designed lo
m iti gate the risk i n orde r to m in imize th e i mpact of the
risk on the Business. The Management is regularly
reviewing the risk and is taking appropriate steps to

In the opinion of the Board there has been no
identification of an element of risk that may threaten
the existence otthe Company.

ZQ, Company Particulars of Loans, Guarantees or

Investments:

During the year, your Company has not given any
loans, provided guarantees or made investments in
terms of the provisions of Section 186 of the
Companies Act, 2013,

21. Related PartyTransactions:

!n line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions and the same
can be accessed on the Company''s website at
httpsi/./www.scplco.com/wp-
cOntent/uploads/2023/Q7/RELATED-PARTY''
TRAN S ACT IONS- RT P- POL IC Y. pdf.

During the year under review, ail Related Party
Transactions that were entered into were in the
Ordinary Course of Business and at Arms'' Length
Basis. All transactions entered with related parties
were approved by the Audit Committee.

Further in FY 2024-25, there were no material
transactions of the Company with any of its related
parties. Therefore, the disclosure ot Related Party
Transactions as required under Section 134(3){h) ot
the Act in Form AOC-2 is not applicable to the
Company tor FY 2024-25 and hence the same is not
provided.

22. Annual Return;

In line with the requirement of the Companies
(Amendment) Act, 2017, effective from 31st July
2018, the extract of annual return is no longer
required to be part of the Board Report. However, for
the Compliance of Condrtions of Section 92 and
Section 134, draft copy ot the Annual Return tor the
frnancial year ended 31st March 2025 and other
policies of the Company shall be placed on the
Company’s website https://www.scplco.ODm/wp-
content/u pload s/2023/08/mgt-7-ty-2024-2025. pdf.

23. Particulars of Employees;

Details Pertaining to remuneration and other details
as requi red u n der Secti on 197 (12) of the Compan ies
Act read with Rule 5 of the Compa n ies (Appoi ntme nt
and Remuneration ot Managerial Personnel) Rules,
2014, is attached as An nexure F of this re pen

24. De p os i ts from P ubl ic:

During the year under review, your Company has not
accepted any deposit within the meaning of Sections
73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules. 2014
(including any statutory modification(s) or re-
enactme ntf s) for the lime being i n to roe).

25. Material changes and commitment affecting the
financial position of the Company:

There is no material charge and commitment which
has occurred between the end of the financial year
and the date of the report which affects the financial
positionoftheCompany.

25. Details of significant and material orders passed

by the regulators, courts, tribunals impacting the
going concern status and company''s operations
in future.

During the year under review, no significant material
orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status and the
Company''s operations.

27, Cost Auditors:

In terms of Section 145 of the Act, the Company is
required to have the audit of its cost records
conducted by a Cost Accountant. In this connection,
the Board of Directors of the Company has on the
recommendation of the Audit Committee, approved
the appointment of M/s. Tadhani & Co. as the cosl
auditors of the Company for the year ending 31st
March 2026.

In accordance with the provisions of Section 148(3)
of the Act read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable
to the Cost Auditors as recommended by the Audit
Committee and approved by the Board has to be
ratified by the members of the Company. Accordingly,
appropriate resolution forms part of the Notice
convening the ACM. M/s. Tadhani & Co. have vast
experience in the field of cosi audit and have been
conducting the audit of the cost records of the
Company fo r th e past seve ral years.

MAINTENANCE OF COST RECORDS;

The Directors of the Company to the besi of iheir
knowledge and belief state that the Company has
maintained adequate Cost records as required io be
maintained by the Company under the provisions of
Section 148 of the Companies Act, 2013 read with
the relevant .R u ies fra rned I hereunde r,

In the opinion of the Board there has been no identification of an element ot risk that may threaten the existence of the
Company.

20. Company Particulars of Loans, Guarantees or Investments:

During the year, your Company has not given any loans, provided guarantees or made investments in terms of the
prov isi ons of S ecti on 186 of the Compa n i es Act .2013.

21. Related PartyTransactions;

in line with the requirements of the Act and the SEES I Listing Regulations, the Company has formulated a Policy on

CO	The steps taken or impact on conservation of energy;	The Company has taken measures and applied strict conlrol systems to monitor day today power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored, and various ways and means are adopted to reduce the power consumption as an effort to save energy.
(II)	The steps taken by the company for utilizing alternate sources of energy;	Company has Incorporated the Solar panel energy to produce the Eleciricity in an alternate manner.
(ill)	The capital Investment on energy conservation equipment	The Company has established ground mourned 1.2 MW solar photovoltaic power projeci atTehsil, Chitial in Amrell district and 1.5 MW and 1,25 MW windmills at Kutch which have been generating electricity since April 01, 2021. By installing this solar and wind power plant company saved 66,66,035 units in el ectridty bill by ca pi ive con s u mptio n of s uch u nits.

(B) Technology Absorption:

(0	The efforts made towards technology absorption;	Company has always been making best effort towards technology absorption, adaptation, and innovation to improve the quality.
(ii)	the benefits derived like product	It improves the quality of company’s products being
	improvement, cost reduction, product development or import substilulion	manufactured and reduces the cost of production.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year;-	N.A.
	(a) the details of technology imported;	N.A
	(b) Iheyear of import	N.A.
	© whether the technology been fully absorbed	N.A.
	[d) if not lully absorbed, areas where absorption has not taken place, and the reasons thereof;	N.A.
	the expenditure incurred on Research and Development	NIL
M	Foreign Exchange Earning:	NIL
	Foreign Exchange Outgo;	NIL

30. Subsidiary, Joint Venture and Associate Company:

There has been no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company
during the reporting period.

31. Compliance of Secretarial Standard:

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
arid a pproved by Ce n t ral G ove rnment fro m time to ti m e.

32. POLICY ON DIRECTORS’APPOINTMENT AND POLICYON REMUNERATION:

Pursuant to the requirements of the Companies Act, 2013, the policy on appointment of Board Members and policy on
remuneration of the Directors, KMPs and oiher employees is attached as Annexure Cto this report.

33. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer
made statutory auditor or secretarial auditor:

The management has noted the Secretarial Auditor''s report qualification regarding registration of charge for borrowing
mad e from Ax is Ba n k W h ere in m anag e m ent would I i ke to clarify th at Com pany hasn 1 filed th e CMC -1 i n presc ri bed ti me
due to non-cooperation from earlier Banker Sank of Baroda.

34. Other Disclosures:

Few statutory disclosures the Company is required to do are as under:

The Company has not paid any commission to any of its Directors and hence, the provision of disclosure of
commission paid to any Director as mentioned in Section 197 (14) is not applicable.

T h ere has be en n o instance of any revision i n the Board¹ s Report or the f i n anci al state me nt u nder Sectio n 131(1)
of the Act.

N o app I ication made, o r a ny proceed i n g is pend i n g u ride r the I nsolvency and Bankru ptcy Code, 2016 dun n g the
f i rtanctal ye ar e n ded March 31,2025.

All the recom me n dati ons m ade by the Audit Co mmittee we re acce pte d by the B oard of Dire ctors.

Th e Com pany does not have any sch eme o r p rovision of mo n ey for the purchase of its own shares by employees/
? i recto rs or by l rgstees for the benefit of employees/ D i rectors.

No significant or material orders were passed by the Regulators or Couris or Tribunals which impact the going
concern status and Compa ny'' s operations in future.

The financial statements have been prepared to comply in all material aspects with the accoutring standards
notified under Companies (Accounts) Rules, 2014, as amended from lime to time and other relevant provisions
of the Companies Act, 2013 and In conformity with Indian GAAP requires the Managemeni K> make esiimates
and assumptEons considered in the reported amounts of assets and liabilities (including contingent liabilities)
and the reported income and expenses during the year,

There am no unclaimed dividends lies wilh the company required to be transferred into the Investor Education
and Protection Fund.

There is no fraud reported by auditors under sub-section (12) of section 143 olher lhan those which are
repo rtabl e to the Centra I Governm ent:].

T h ere are n o rnstance s with respect to the t ime of on e-ti m e settieme nt with the B anks o r Financi al I nstitution s.
The company has complied with the provisions of Maternity Benefit Acts.

35. INSURANCE:

The properties an d assets of th e Com pany are adeq irately i n su red.

36. Acknowledgment:

The Board lhanks ihe Company''s distributors, dealers, stockiest, customers, vendors, investors, banks, employees and
oiher slake holders tor Lheir continuous support.

The Board also lhanks ihe Government of India, Governments ol various slates in India and concerned Government
departments and agencies tor their co-operation.

The Directors appreciate and value the coni ribui ion made by all our employees and lheir families and ihe contribution
made by every olher member of the SCPL family for making the Company what ii is.

By Order of the Board of Directors
For Sheetal Cool Products Limited

Sd/-

Bhupatbhai D. Bhuva

Date: August 25, 2025 Chairman & Managing Director

Place: Amreli [DIM: 06616061]

---

Mar 31, 2024

Your directors take pleasure in presenting the 11th Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2024.

1. Financial Results: [Amount in Lacs]

PARTICILARS	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	35270.82	34026.42
ebitda	4627.37	4481.31
Less: Depreciation	916.66	964.37
Finance Costs	889.77	746.99
Profit / (Loss) before tax	2820.94	2769.95
Tax expenses	736.86	724.54
Profit /(Loss) after tax	2084.08	2045.42

2. State of the Company’s Affairs:

With consistent performance and sheer dedication, the Company was stable in performance. Not only, the Company was able to continue the momentum of earning profit but has shown outstanding performance by reaching the bottom-line profits of Rs. 2,820.94 Lakhs as compared to Rs. 2,769.95 Lakhs in the previous financial year.

The Revenue from Operations for FY 2023-24 was Rs. 35,270.82 Lacs, which was greater than the previous year’s Total Revenue of Rs. 34,026.42 Lacs by giving a rise of 3.65%. Consequently, the Company reported a profit after tax for FY 202324 of Rs 2,084.08 Lacs in comparison with a Profit after tax of Rs.2,045.42 Lacs for FY 2023-24.

3. Dividend and Transfer to Reserves:

In order to plough back resources, your directors do not recommend any payment of dividend for the financial year. Further the Company has not transferred any amount to Reserves during the year.

4. Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2024, is Rs. 10,50,00,000/- comprising 1,05,00,000 Equity Shares of Rs 10/- each. We would like to inform our shareholders that there is no change in the paid-up equity capital of the Company during FY 2023-24.

5. Employees Stock Options Scheme:

During the year, your company has not issued any shares under the Employees Stock Options Scheme to its employees.

6. Credit Rating:

During the year under review the Company has received following credit rating:

Facilities	Ratings	Remarks
Cash Credit	CRISIL BBB/Stable	Re-affirmed
Proposed Fund Based Bank Limits	CRISIL BBB/Stable	Re-affirmed
Term Loan	CRISIL BBB/Stable	Re-affirmed

7. Management Discussion & Analysis:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report as Annexure A and is incorporated herein by reference and forms an integral part of this report.

8. Corporate Governance Report:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on “Corporate Governance” is attached as an Annexure B and forms part of this report.

9. Change In The Nature Of Business

There is no change in the nature of business, of the Company during the financial year under review.

10. Director’s Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, secretarial auditors and external consultants including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They 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 state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and Detecting Fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Director’s and Key Managerial Personnel:

In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Bhupatbhai Bhuva, (DIN: 06616061) retires by rotation and being eligible, offers himself for re-appointment. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders'' approval forms part of the Notice of ensuing AGM.

Mr. Mahesh Purohit, Company Secretary of the company resigned w.e.f. May 15, 2023, and Mr. Bharat Trivedi appointed as a Company Secretary and Compliance Officer of the company w.e.f. August 16, 2023.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

Mr. Bhupat bhai Bhuva - Managing Director

(DIN: 06616061)

Mr. Sanjay bhai Bhuva - Whole time Director

(DIN: 06616086)

Mr. Dinesh bhai Bhuva - Whole time Director (DIN: 06616078)

Ms. Jinal Naria - Chief Financial Officer

Mr. Mahesh Purohit -Company Secretary

& Compliance Officer (Resigned w.e.f. 15.05.2023) Mr. Bharat P Trivedi -Company Secretary

& Compliance Officer (Appointed w.e.f. 16.08.2023)

12. Number of Meetings of the Board:

Twelve (12) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report as Annexure B, which forms a part of the Annual Report.

13. Performance Evaluation of Board, Committee & Directors:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure; Degree of fulfillment of key responsibilities

towards stakeholders (by way of monitoring corporate governance practices, participation in the long- term strategic planning, etc.); Effectiveness of board processes, information and functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

The performance of the committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the board as a whole and the Chairman of the Company was evaluated, considering the work/contribution of Executive Directors and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors based on criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. At the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated. The Directors expressed their satisfaction with the evaluation process.

14. Vigil Mechanism:

The Company has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The details of the policy are also available on www.scplco.com.

15. Internal Financial Controls:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s

assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

16. Audit Committee:

The details including the composition of the Audit Committee, Meeting details, attendance at the Meetings and terms of Reference are included in the Corporate Governance Report as Annexure B, which forms a part of the Annual Report.

17. Statutory Auditors:

At the 7th AGM held on December 28, 2020, the Members approved appointment of M/s. H.B. Kalaria & Associates, Chartered Accountants (Firm Registration No. 104571W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 7th Annual General Meeting till the conclusion of the 12th Annual General Meeting to be held in the year 2025.

18. Corporate Social Responsibility:

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. The Company has developed the policy on Corporate Social Responsibility (''CSR'') and was recommended by the CSR Committee and approved by the Board and the same can be accessed on the Company'' s website at https://www.scplco.com/wp-content/uploads/2023/08/corporate-social-responsibility-policy.pdf.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

19. Auditor''s Report and Secretarial Audit Report:

The Statutory Auditor''s Report and the Secretarial Auditor''s Report are part of this annual report. Secretarial Auditor''s Report is attached to this report as Annexure E.

In the Statutory Auditors’ Report on the financial statements of the Company for the financial year

ended on 31st March 2024, there is no Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.

Secretarial Auditor''s Report is self-explanatory in nature and there is no Qualified/Adverse Opinion from Secretarial Auditor during the financial year under review.

20. Risk Management:

The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business. The Management is regularly reviewing the risk and is taking appropriate steps to mitigate the risk.

In the opinion of the Board there has been no identification of an element of risk that may threaten the existence of the Company.

21. Company Particulars of Loans, Guarantees or Investments:

During the year, your Company has not given any loans, provided guarantees or made investments in terms of the provisions of Section 186 of the Companies Act, 2013.

22. Related Party Transactions:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company''s website at https://www.scplco.com/wp-content/u ploads/2023/07/RELATED-PARTY-TRANSACTIONS-RTP-POUCY.pdf.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms'' Length Basis. All transactions entered with related parties were approved by the Audit Committee.

Further in FY 2023-24, there were no material transactions of the Company with any of its related parties. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

23. Annual Return:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the

Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2023-24 is uploaded on the website of the Company and can be accessed at web link https://scplco.com/wp-content/uploads/2024 /08/Draft-MGT-7-for-F.Y.-2023-24.pdf

24. Particulars of Employees:

Details Pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure F of this report.

25. Deposits from Public:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

26. Material changes and commitment affecting the

financial position of the Company:

There is not any material change and commitment which has occurred between the end of the financial year and the date of the report which affects the financial position of the Company.

27. Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company’s operations in future.

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations.

28. Cost Auditors:

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Tadhani & Co. as the cost auditors of the Company for the year ending 31st March 2025.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be

ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. M/s. Tadhani & Co. have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

MAINTENANCE OF COST RECORDS:

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

29. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including the constitution of the Internal Complaints Committee. The Company has in place an Anti- Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the company’s website at https:/www.scplco.com/wp-content/uploads/2023/07/Sexual-Harrasment-Policy.pdf. Further, no case has been received under the said act during the year.

30. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]:

(A) Details of Conservation of Enerav. Technology Absomtion. Foreign Exchange Earning and Outgo:

(1)	The steps taken or impact on conservation of energy;	The Company has taken measures and applied strict control systems to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored, and various ways and means are adopted to reduce the power consumption as an effort to save energy.
(ii)	The steps taken by the company for utilizing	Company has Incorporated the Solar panel energy to produce
	alternate sources of energy;	the Electricity in an alternate manner.
(iii)	The capital investment on energy	The Company has established ground mounted 1.2 MW solar
	conservation equipment	photovoltaic power project at Tehsil, Chittal in Amreli district and 1.5 MW and 1.25 MW windmills at Kutch which have been generating electricity since April 01, 2021. By installing this solar and wind power plant company saved 66,66,038 units in electricity bill by captive consumption of such units.

(B) Technology Absorption:

(1)	The efforts made towards technology absorption;	Company has always been making best effort towards technology absorption, adaptation, and innovation to improve the quality.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	It improves the quality of company’s products being manufactured and reduces the cost of production.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-	n.a.
	(a) the details of technology imported;	n.a.
	(b) the year of import	n.a.

	© whether the technology been fully absorbed	n.a.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	n.a.
(iv)	the expenditure incurred on Research and Development	nil
(v)	Foreign Exchange Earning:	nil
	Foreign Exchange Outgo:	nil

31. Subsidiary, Joint Venture and Associate Company:

There has been no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period.

32. Compliance Of Secretarial Standard:

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

33. Policy On Directors’ Appointment And Policy On Remuneration:

Pursuant to the requirements of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees is attached as Annexure C to this report.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made statutory auditor or secretarial auditor:

This clause is Not Applicable as there are no such Qualifications by any such auditor.

34. Other Disclosures:

Few statutory disclosures the Company is required to do are as under:

. The Company has not paid any commission to any of its Directors and hence, the provision of disclosure of

commission paid to any Director as mentioned in Section 197 (14) is not applicable.

. There has been no instance of any revision in the Board''s Report or the financial statement under Section 131(1) of

the Act.

¦ No application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the

financial year ended March 31, 2024.

¦ All the recommendations made by the Audit Committee were accepted by the Board of Directors.

¦ The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

¦ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

¦ The financial statements have been prepared to comply in all material aspects with the accounting standards notified under Companies (Accounts) Rules, 2014, as amended from time to time and other relevant provisions of the Companies Act, 2013 and in conformity with Indian GAAP requires the

Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year.

¦ There are no unclaimed dividends lies with the company required to be transferred into the Investor Education and Protection Fund.

¦ There is no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government:].

¦ There are no instances with respect to the time of one-time settlement with the Banks or Financial Institutions.

35. Insurance:

The properties and assets of the Company are adequately insured.

36. Acknowledgment:

The Board thanks the Company''s distributors, dealers, stockiest, customers, vendors, investors, banks, employees and other stakeholders for their continuous support.

The Board also thanks the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other member of the SCPL family for making the Company what it is.

By Order of the Board of Directors For Sheetal Cool Products Limited

Bhupatbhai D. Bhuva Chairman & Managing Director

Date: August 07, 2024 [DIN: 06616061]

Place: Amreli

---

Mar 31, 2023

The directors take pleasure in presenting the 10th Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2023.

1.	Financial Results:		[Amount in Lacs ]
	PARTICILARS	Year Ended	Year Ended
		31.03.2023	31.03.2022
	Revenue From Operations	34026.42	32676.83
	EBITDA	4481.31	4052.58
	Less: Depreciation	964.37	1090.29
	Finance Costs	746.99	491.94
	Profit / (Loss) Before Tax	2769.95	2470.35
	Tax expenses	724.53	636.80
	Profit /(Loss) After Tax	2045.42	1833.55

2. State ofthe Company’s Affairs:

With consistent performance and sheer dedication, the Company was stable in performance. Not only, the Company was able to continue the momentum of earning profit but has shown outstanding performance by reaching the bottom-line profits of Rs. 2,769.95 Lakhs as compared to Rs. 2,470.35 Lakhs in the previous financial year.

The Revenue from Operations for FY 2022-23 was Rs. 34,026.42 Lacs, which was greater than the previous year’s Total Revenue of Rs. 32,676.83 Lacs by giving a rise of 4.13%. Consequently, the Company reported a profit after tax for FY 2022-23 of Rs 2,045.42 Lacs in comparison with a Profit after tax of Rs. 1,833.55 Lacs for FY 2021- 22.

3. Dividend and T ransfer to Reserves:

In order to plough back resources, your directors do not recommend any payment of dividend for the financial year. Further the Company has not transferred any amount to Reserves during the year.

4. Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2023, is Rs. 10,50,00,000/- comprising 1,05,00,000 Equity Shares of Rs 10/- each. We would like to inform our shareholders that there is no change in the paid-up equity capital of the Company during FY 2022-23.

5. Employees Stock Options Scheme:

During the year, your company has not issued any shares under the Employees Stock Options Scheme to its employees.

6. Credit Rating:

During the year under review the Company has received following credit rating:

FACILITIES	RATINGS	REMARKS
Cash Credit	CRISIL BBB/Stable	Assigned
Proposed Fund Based Bank Limits	CRISIL BBB/Stable	Assigned
Term Loan	CRISIL BBB/Stable	Assigned

7. Management Discussion & Analysis:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and outlook of the Company and its business is given in the Management''s Discussion and Analysis Report (MDA) which forms part of this Annual Report as Annexure A and is incorporated

herein by reference and forms an integral part of this report.

CORPORATE GOVERNANCE REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on “Corporate Governance” is attached as an Annexure B and forms part of this report.

8. Change In The Nature Of Business

Company in its 9th Annual General Meeting held on 28 September 2022 Substituted its Object Clause MI(A) in Memorandum of Association for the purpose of Diversification into areas which would be profitable for the company details of which is given below.

Change of Object Clause:

1. To carry on in India or elsewhere the business to manufacture, process, p r e p a r e , p r e s e r v e , c o n v e r t , commercialize, extract, cool, boil, collect, raise, pack repack, grade, sell, trade, export, import, stock, parlous, refine, prepare, supply, market, import, export, buy, distribute, store and to act as an agent, broker, consultants, consignors in all types of ice cream including premium ice cream such as sundae creation icecream (decorative) swinger sundae, sandwich, nut coated roll, ball, natural fresh fruits range, magic roll, ice cream cake, candy, matka kulfi decorated with fresh fruits and ice cream soda essence and also fruit juices, various shakes, cold drinks, milk, flavored milk, butter milk and all other milk products.

2. To carry on in India or elsewhere the business to manufacture, process, prepare disinfect, fermented, compound, mix, clean, wash, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate, improve, buy, sell, resale, import, export, transport, store, distribute, dispose, develop, handle, market, supply and to act as a g ents, job worker, representa tive, consultant, collaborator, stockiest or otherwise to deal in all types, descriptions, tastes, uses and packs of consumer food items, their by-products, ingredients, derivatives, residues, including foods vegetables and agricultural foods and all type of snacks, chips, corn product, other extruded products, packed foods, wheat flour and other flour and all kinds of food and food

products, jams, jelly, pickles, spices, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, health foods, health drink, fast foods, cream, cheese, butter, biscuits, breads, cakes, pastries, confectionery, sweets, chocolates, toffees, cereal products, bhujia, namkeen, papad, deshi sweet, residuary snacks, rasgulla, bakery products, confectioneries, edible oils, pulses, and their products, tinning of food stuffs, fruits, vegetable, cold drinks and all kinds of sharbat, syrups, thandai, soft drinks, ketchup, soda, spices, condiments and all kinds and other consumable provision of every description for human consumption.

3. To carry on in India or elsewhere the business to manufacturers, developers, assemblers, dealers, importers, exporters, traders, purchasers, sellers, hire purchasers, hires, repairs, of power generating, and distributing plants, equipment, operating specially using power from renewable energy sources such as solar, wind, biogas, solar products like solar panel, solar lights, which may come out of research and to carry on the business as to do research and development, data collection, analysis, publishing of research and study material, efficient supply of quality inputs and technical guidance customized training & development solutions in the field of solar energy, renewable energy and solar products.

4. To purchase, acquire, take on lease or in exchange or in any other lawful manner any area land, building structures and to turn the same into account develop the same and sale or dispose of or maintain the same and to build township, markets or other buildings on conveniences thereon and to equip the same or any part thereof with all or any amenities or conveniences, drainage facility, electric, telegraphic, telephonic, television installations and to deal with the same in any manner whatsoever.

There is no other change in the nature of business, except mentioned above, of the Company during the financial year under review.

9. Directors'' Responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed

by the internal, statutory, secretarial auditors and external consultants including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

ii. They 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 state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and Detecting Fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. Directors and Key Managerial Personnel:

In accordance with the requirements of the Act and the Company''s Articles of Association, Mr. Dineshbhai Bhuva, (DIN: 06616078) retires by rotation and being eligible, offers himself for reappointment. Relevant resolutions (Ordinary or Special, as applicable) seeking shareholders'' approval forms part of the Notice of ensuing AGM.

Mr. Vijaybhai B. Desai (DIN: 09713219) has been Regularized as an Independent Director of the company w.e.f. 28th September 2022 in the 9th AGM of the company to hold office for a term of 5

Years also, he shall not be liable to retire by rotation.

The First term of Mr. Ajaykumar Mandanka (DIN: 07939036) and Mrs. Kiranben Gajera (DIN: 07939020) as an Independent Directors of the Company expired on September 03, 2022. Therefore, after receiving recommendation from the Nomination and Remuneration Committee the Board of Directors had approved the reappointment of both Directors for second term of five years at its meeting held on August 25, 2022, and both the Directors had been Regularized in the 9th AGM of the Company. Mr. Dakubhai Bhuva non-executive director (DIN: 06616070) has resigned from the Board of Directors w.e.f. from August 25.2022.

Mr. Mahesh Purohit, company secretary of the Company resigned w.e.f. May 15, 2023, and Mr. Bharat Trivedi appointed as a company secretary and compliance officer of the Company w.e.f. August 16, 2023.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). In terms of Regulation 25 (8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023, are:

Mr. Bhupat bhai Bhuva - Managing Director

(DIN: 06616061)

Mr. Sanjay bhai Bhuva -Whole time Director

(DIN: 06616078)

Mr. Dinesh bhai Bhuva -Whole time Director

(DIN: 06616086)

Ms. Jinal Naria - Chief Financial Officer

Mr. Mahesh Purohit -Company Secretary &

Com pliance Officer (Resigned w.e.f.

15.05.2023)

Mr. Bharat P T rived i -Company Secretary and

Compliance Officer (Appointed w.e.f.

16.08.2023)

11. Number of Meetings of the Board:

Thirteen (13) meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report as Annexure B, which forms a part of the Annual Report.

12. Performance Evaluation of Board, Committee & Directors:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board Composition and Structure; Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the longterm strategic planning, etc.); Effectiveness of board processes, information and functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

The performance of the committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the board as a whole and the Chairman of the Company was evaluated, considering the work/contribution of Executive Directors and Non-Executive Directors.

The Board and the NRC reviewed the performance of individual Directors based on criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. At the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated. The Directors expressed their satisfaction with the evaluation process.

13. Vigil Mechanism:

The Company has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The details of the policy are also available on www.scplco.com.

14. Internal Financial Controls:

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

15. Audit Committee:

The details including the composition of the Audit Committee, Meeting details, attendance at the Meetings and terms of Reference are included in the Corporate Governance Report as Annexure B, which forms a part of the Annual Report.

16. Statutory Auditors:

At the 7th AGM held on December 28, 2020, the Members approved appointment of M/s. H.B. Kalaria & Associates, Chartered Accountants (Firm Registration No. 104571W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the 7th Annual General Meeting till the conclusion of the 12th Annual General Meeting to be held in the year 2025.

17. Corporate Social Responsibility:

Your Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. The Company has developed the policy on Corporate Social Responsibility (''CSR'') and was recommended by the CSR Committee and approved by the Board and the same can be accessed on the Company'' s website at https://www.scplco.com/wp-content/uploads/2023/08/corporate-social-responsibility-policy.pdf.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

18. Auditor''s Report and Secretarial Audit Report:

The Statutory Auditor''s Report and the Secretarial Auditor''s Report are part of this annual report. Secretarial Auditor''s Report is attached to this report as Annexure E.

In the Statutory Auditors’ Report on the financial statements of the Company for the financial year ended on 31st March 2023, there is no Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.

Secretarial Auditor''s Report is self-explanatory in nature and there is no Qualified/Adverse Opinion from Secretarial Auditor during the financial year under review.

19. Risk Management:

The Company has formulated the Risk Management Policy in order to safeguard the organization from various risks through timely actions. It is designed to mitigate the risk in order to minimize the impact of the risk on the Business. The Management is regularly reviewing the risk and is taking appropriate steps to mitigate the risk.

In the opinion of the Board there has been no identification of an element of risk that may threaten the existence of the Company.

20. Company Particulars of Loans, Guarantees or Investments:

During the year, your Company has not given any loans, provided guarantees or made investments in terms of the provisions of Section 186 of the Companies Act, 2013.

21. Related Party Transactions:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company''s website at https://www.scplco.com/wp-content/uploads/2023/07/RELATED-PARTY-TRANSACTIONS-RTP-POLICY.pdf.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms'' Length Basis. All transactions entered with related parties were approved by the Audit Committee.

Further in FY 2022-23, there were no material transactions of the Company with any of its related parties. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence the same is not provided.

22. Annual Return:

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of t h e C o m p a n i e s ( M a n a g e m e n t a n d Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the website of the Company and can be accessed at web link h t t p s : / / w w w . s c p l c o . c o m / w p -content/uploads/2023/08/mgt-7-fy-2022-2023.pdf.

23. Particulars of Employees:

Details Pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure F of this report.

24. Deposits from Public:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

25. Material changes and commitment affecting the financial position of the Company:

There is not any material change and commitment which has occurred between the end of the financial year and the date of the report which affects the financial position of the Company.

26. Migration from BSE SME to BSE Main Board andNational Stock Exchange Limited of India.

The Company was eligible for Migration from SME Board to BSE Limited and National Stock Exchange of India Limited main board. The Board of Directors approved Migration at its meeting held on March 23, 2022. For the approval of migration, the company had conducted the postal ballot by giving notice dated July 06, 2022, and approved the same on August 07, 2022. The Application for migration to the Main Board of BSE Limited and National Stock Exchange of India was made and In Principal Approval for the same has been received by the Exchanges on September 13, 2022 & the company got listed on BSE and National Stock Exchange Limited of India, Main board on 22.11.2022.

27. Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company’s operations in future.

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations.

28. Cost Auditors:

In terms of Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. In this connection, the Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Tadhani & Co. as the cost auditors of the Company for the year ending 31st March 2024.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board has to be ratified by the members of the Company. Accordingly, appropriate resolution forms part of the Notice convening the AGM. M/s. Tadhani & Co. have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

MAINTENANCE OF COST RECORDS:

The Directors of the Company to the best of their knowledge and belief state that the Company has maintained adequate Cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant Rules framed thereunder.

29. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including the constitution of the Internal Complaints Committee. The Company has in place an AntiSexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the company’s website at https://www.scplco.com/wp-content/uploads/2023/07/Sexual-Harrasment-Policy.pdf. Further, no case has been received under the said act during the year.

30. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo [Pursuant to Companies (Accounts) Rules, 2014]:(A). Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

(I)	The steps taken or impact on conservation of energy;	The Company has taken measures and applied strict control systems to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day-to-day consumption is monitored, and various ways and means are adopted to reduce the power consumption as an effort to save energy.
(ii)	The steps taken by the company for utilizing alternate sources of energy;	Company has Incorporated the Solar panel energy to produce the Electricity in an alternate manner.
(iii)	The capital investment on energy conservation equipment	The Company has established ground mounted 1.2 MW solar photovoltaic power project at Tehsil, Chittal in Amreli district and 1.5 MW and 1.25 MW windmills at Kutch which

		have been generating electricity since April 01, 2021. By installing this solar and wind power plant company saved 66,66,038 units in electricity bill by captive consumption of such units.
(B)	Technology Absorption:
(I)	The efforts made towards technology	Company has always been making best effort towards
	absorption;	technology absorption, adaptation, and innovation to improve the quality.
(ii)	The benefits derived like product	It improves the quality of company''s products being
	improvement, cost reduction, product development or import substitution	manufactured and reduces the cost of production.
	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-	N.A.
	(a) The details of technology imported;	N.A.
(iii)	(b) The year of import	N.A.
	© Whether the technology been fully absorbed	N.A.
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	N.A.
(iv)	the expenditure incurred on Research and Development	NIL
(v)	Foreign Exchange Earning:	NIL
	Foreign Exchange Outgo:	NIL

31. Subsidiary, Joint Venture and Associate Company:

There has been no company or Institution which became or ceased to be Subsidiary, Joint venture or Associate Company during the reporting period.

32. Compliance of Secretarial Standard:

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

33. POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the requirements of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and other employees is attached as Annexure C to this report.

34. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made statutory auditor or secretarial auditor:

This clause is Not Applicable as there are no such Qualifications by any such auditor.

35. Other Disclosures:

Few statutory disclosures the Company is required to do are as under:

. The Company has not paid any commission to any of its Directors and hence, the provision of disclosure of

commission paid to any Director as mentioned in Section 197 (14) is not applicable.

. There has been no instance of any revision in the Board''s Report or the financial statement under Section

131(1) of the Act.

• No application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2022.

• All the recommendations made by the Audit Committee were accepted by the Board of Directors.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

• The financial statements have been prepared to comply in all material aspects with the accounting standards notified under Companies (Accounts) Rules, 2014, as amended from time to time and other relevant provisions of the Companies Act, 2013 and in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year.

• There are no unclaimed dividends lies with the company required to be transferred into the Investor Education and Protection Fund.

• There is no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government:].

• There are no instances with respect to the time of one-time settlement with the Banks or Financial Institutions.

36. Acknowledgment:

The Board thanks the Company''s distributors, dealers, stockiest, customers, vendors, investors, banks,

employees and other stakeholders for their continuous support.

The Board also thanks the Government of India, Governments of various states in India and concerned

Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the

contribution made by every other member of the SCPL family for making the Company what it is.

---

Mar 31, 2018

Dear Shareholders,

The Directors of your Company are pleased to present the 5^th Annual Report together with the Audited Financial Statement for the financial year ended on March 31, 2018.

1. FINANCIAL RESULTS:

(Rupees in Lacs)

Sr. No.	Particulars	2017-18	2016-17
1	Sales	20,697.08	15,450.74
2	Other Income	54.19	12.14
3	Total Income	20,751.28	15,462.88
4	Profit Before Depreciation & Tax (PBDT)	1,332.72	709.66
5	Less: Depreciation	697.26	370.23
6	Profit Before Taxation (PBT)	635.46	339.43
7	Less: Taxation (all Taxes)	224.69	87.32
8	Profit After Taxation (PAT)	410.77	252.11
9	Add: Balance brought forward from last year	371.44	119.33
10	Amount Available for Appropriation Appropriations:	-	-
	(a) Interim Dividend	-	-
	(b) Proposed Dividend	-	-
	(c) Corporate Dividend Tax	-	-
	(d) General Reserve	-	-
	(e) Balance to be carried forward	532.211	371.44

* During the financial year 2017-18, Company has issued 25 lacs shares of Rs. 10 each as bonus shares vide Board of Directors meeting held on 5th September, 2017. Hence difference of Rs. 2.5 Cr has been capitalized.

2. STATE OF COMPANY''S AFFAIRS:

1. The Company has earned revenue from operation of Rs. 20,697.08 Lacs during the year ended on 31st March, 2018 as against Rs. 15,450.74 Lacs earned during the previous year ended on 31st March, 2017, giving a vertical growth of 34% as compared to previous year. The Company has also earned other income of Rs. 54.19 Lacs during the year under review as against Rs.12.14 Lacs earned during the previous year.

The Company earned Profit Before Tax (PBT) of 3.06 % against 2.19 % of previous year during the year ended on 31st March, 2018 as compared to previous year ended on 31st March, 2017 Profit After Tax (PAT) of 1.97 % against 1.63 % of previous year during the year ended on 31st March, 2018 as compared to previous year ended on 31st March, 2017 respectively.

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

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

3. DIVIDEND: No dividend has been recommended by the Board of Directors for the financial year ended 31st March, 2018.

4 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 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.

5. SEGMENT REPORTING: The Company is engaged in the business of Milk & Milk products and Namkeen Products, hence Accounting Standard (AS) 17 for Segment Reporting is applicable to the Company.

6. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE: Company don''t have any subsidiaries, associate and joint venture company under review.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR): Under review of financial year 2017-18, Company don''t 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 below under Corporate Governance Report.

8. 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.

9. INSURANCE: All assets of the Company, including Building, Plant & Machinery, Stocks etc., wherever necessary and to the extent required, have been adequately insured.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period of this report, Mr. Dakubhai J Bhuva has been re-appointed as Non-Executive Non-Independent Director of the Company vide Board of Directors meeting held on September 5, 2017.

Mr. Bhupatbhai D Bhuva, has been appointed as Managing Director vide Board of Directors meeting held on September 5, 2017 and shareholders have approved their appointment at 4th Annual General Meeting held on September 23, 2017.

Mr. Dineshbhai D Bhuva, has been appointed as Whole Time Director vide Board of Directors meeting held on September 5, 2017 and shareholders have approved their appointment at 4th Annual General Meeting held on September 23, 2017.

Mr. Sanjaybhai D Bhuva, has been appointed as Whole Time Director vide Board of Directors meeting held on September 5, 2017 and shareholders have approved their appointment at 4th Annual General Meeting held on September 23, 2017.

Mrs. Kiran Gajera, has been appointed as Independent Director vide Board of Directors meeting held on September 5, 2017 and shareholders have approved their appointment at 4th Annual General Meeting held on September 23, 2017.

Mr. Ajay Mandanka, has been appointed as Independent Director vide Board of Directors meeting held on September 5, 2017 and shareholders have approved their appointment at 4th Annual General Meeting held on September 23, 2017.

Ms. Shweta Savaliya has been appointed as Chief Financial Officer of the Company vide Board of Directors meeting held on September 5, 2017.

Mr. Dhaval P Ghetia, has been appointed as Company Secretary & Compliance Officer of the Company vide Board of Directors meeting held on September 5, 2017.

Mr. Dhaval P Ghetia has resigned from his position of Company Secretary & Compliance Officer of the Company dated March 24, 2018 due to his other commitments and resignation has been accepted by the board of Directors meeting held on 29th March, 2018.

Ms. Neelam N Ahuja, has been appointed as Company Secretary & Compliance Officer of the Company vide Board of Directors meeting held on 29th March, 2018.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Bhupatbhai D Bhuva, Managing 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/annexure to the Notice of the Annual General Meeting.

10.2 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.

10.3 FORMAL ANNUAL EVALUATION: The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held 30th January, 2018 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

10.4 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 Company''s website at www.sheetalicecream.com

10.5 MEETINGS: During the year Ten (10) Board Meetings and Two (2) Audit Committee Meeting 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.

10.6 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 Company''s website at www.sheetalicecream.com

11. 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 notes to the Financial Statements, if any.

12. 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. 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 Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company''s website at www.sheetalicecream.com

13. 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 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.

14. 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, 2018, total employees strength at SHEETAL COOL PRODUCTS LIMITED is over 140 (Excludes Worker & Contractor). The employees are deeply committed to the growth of the Company.

15. VIGIL MECHANISM / WHISTLEBLOWER POLICY: The Company has formulated Whistleblower Policy in conformity with the provisions of Section 177 (9) of the Companies Act, 2013 and Listing Regulation to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the Company''s website at www.sheetalicecream.com

16. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92 (3) of the Companies Act, 2013, an extract of annual return is annexed hereto as Annexure- E and forms part of this report.

17. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. BPP & Co, Company Secretaries, (ACS47312, COP: 19902) Pune, have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 is annexed herewith as Annexure- F and forms part of this report”.

The observations made in the Secretarial Audit Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

18. CORPORATE GOVERNANCE REPORT AND CERTIFICATE: Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations a Corporate Governance report and the certificate as required under Schedule V (E) of the Listing Regulations from Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance are given in Annexure- G and Annexure- H respectively, forming part of this report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation, is annexed herewith as Annexure- I and forms part of this report.

20. COST AUDITORS: In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Company have made cost compliance records till financial year 2017-18. Now from financial year 2018-19 as per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 Company is required to get cost audit audited by Cost accountants, for this reason, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. Tadhani & Co. Cost Accountants, Rajkot as Cost Auditor of the Company, for the Financial Year ending March 31, 2019, on a remuneration as mentioned in the Notice of Annual General Meeting for conducting the audit of the cost records maintained by the Company.

21. STATUTORY AUDITORS: M/s. A. B. Kothiya & Co, Chartered Accountants have resigned from their position of Statutory Auditors of the Company dated 20th August, 2018 due to not holding valid certificate issued by the “Peer Review Board” of the ICAI.

Accordingly, the Audit Committee and the Board of Directors respectively at their meeting held on 29th August, 2018, have recommended the appointment of M/s. H. B. Kalaria & Associates, Chartered Accountants (FRN: 104571W), as Statutory Auditor of the Company, to hold office from this Annual General Meeting till the conclusion of 6th Annual General Meeting.

M/s. H.B. Kalaria & Associates, Chartered Accountants, having firm registration number 104571W has given consent to act as Statutory Auditors of the Company confirming that their appointment if made, would be in accordance with the provision of Section 139 and 140 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 and Listing Regulation.

Your Directors recommend their appointment as Statutory Auditors of the Company for F..Y 2018-19.

The observations made in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

22. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. The Company has adopted an Internal Financial Control Framework policy and Procedure document in FY 2017-18 to ensure orderly and efficient conduct of the business, accuracy and completeness of the accounting records and timely preparation of financial reports. The policy & procedure framework is supported by the ERP system. The ERP system used by the company developed in-house is consistent with Accounting Standards and Financial Control Requirements.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations, during the year under review.

24. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31st March, 2018 till the date of this report.

25. DIRECTORS'' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, that:

a. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if applicable;

b. for the Financial Year ended March 31, 2018, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

c. proper and sufficient care has been taken 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 Annual Financial Statements have been prepared on a going concern basis;

e. proper internal financial controls are in place and such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.

26. CONVERSION OF PRIVATE LIMITED TO PUBLIC LIMITED COMPANY: The Company have received certificate from Registrar of Companies (ROC), Ahmedabad dated August 10, 2017 for conversion of Sheetal Cool Products Private Limited to Sheetal Cool Products Limited.

27. LISTING WITH STOCK EXCHANGE: Sheetal Cool Products Limited got its shares listed on SME platform of the BSE Limited on October 30, 2017.

28. RISK MANAGEMENT: The Company has been addressing various risks impacting the Company and details of the same are provided elsewhere in this Annual Report in Management Discussion and Analysis. The Company has voluntarily framed risk management policy and the same has been approved by the Audit Committee.

29. SEXUAL HARASSMENT POLICY: Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The said policy can be accessed on the Company''s website at www.sheetalicecream.com

30. CHANGE IN TAXATION ACT AND RULES: The Government of India has enacted GST Act 2017 along with IGST Act 2017, SGST Act 2017and UTGST Act 2017 effective from 1st July, 2017. Your company has implemented necessary changes as per new law as amended by time to time.

31. MATERIAL CHANGES AND COMMITMENTS IF ANY: There is no any material change and commitment which have occurred between the end of the financial year and the date of the report which affect the financial position of the Company.

32. DEPOSITS: The company has not accepted/renewed any deposits during the year.

33. COMPLIANCE OF SECRETARIAL STANDARD: Your company have complied all Secretarial Standard issued by the Institute of Company Secretaries of India and approved by Central Government from time to time.

34. AUDIT COMMITTEE: Composition of Audit Committee and details of number of audit committee held during the financial year 2017-18 is shown herewith at Annexure - G under Corporate Governance Report. The Board has accepted all the recommendation and suggestions received from Audit Committee.

35. ACKNOWLEDGEMENTS: Yours Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, suppliers, bankers and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State governments and all Regulatory Authorities. Your Directors also place on record their deep sense of appreciation to all employees for their dedicated services rendered at various levels.

For and on behalf of the Board of Directors

For, SHEETAL COOL PRODUCTS LIMITED

Place : Amreli (Bhupatbhai D Bhuva)

Date : August 29, 2018 Managing Director