Directors Report of Sheetal Bio-Agro Tech Ltd.

Mar 31, 2010

The Directors have great pleasure in presenting their 16th Annual Report of your Company together with the Audited Accounts for the period ended on 31st March, 2010.

FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended March 31, 2010 are presented below.

(Rs.)

Particulars Current Year Previous Year

Profit before Depreciation and Taxation 1,57,356 19,83,727

Less: Depreciation -- --

Profit before Tax 1,57,356 19,83,727

Provision for Taxation 52,000 600,000

Profit For the Year 1,05,356 13,83,727

Surplus brought forward from previous year 27,25,561 13,41,834

Balance carried to Balance Sheet 28,30,917 27,25,561

FINANCIAL PERFORMANCE

- The businesses activity of the Company is Trading in Wormi Compose (Bio Fertilizers). During the year under review, the Company has earned total income of Rs. 20,,40,000/- (Previous year Rs. 21,51,000/-) and Other Income of Rs. 4,21,000/- (Previous year Rs. 21,47,800/-). After deducting all Administrative Expenses and Depreciation the Company has earned Net Profit after Tax of Rs. 1,05,356/- (Previous year Rs. 13,83,727/-).

DIVIDEND

To augment the resources, your Directors do not recommend the dividend for financial year ended on March 31, 2010.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

At the forthcoming Annual General Meeting, Mr. Deenkar B. Shrimali will retire by rotation pursuant to Article 145 of the Articles of Association of the Company. Being eligible, he offers him-self for reappointment.

Also Mr. Ashok L. Goyani appointed as additional director by the Board of Directors of the company w.e.f. 30th September, 2009 Accordingly he hold office only upto. the ensuing annual general meeting of the company. The company has received the notice from the shareholder of the company proposing his candidature for the post of Director and as such Board recommends his appointment as director of the company.

SUBSIDIARY COMPANIES

There are no any subsidiary Companies.

STOCK OPTIONS

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

INCREASE IN THE AUTHORISED SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 14,00,00,000/- divided in to 14,00,00,000 Equity Shares of Rs. 1/- each to Rs. 47,00,00,000/- divided in to 47,00,00,000 Equity Shares of Rs. 1/- each.

PERSONNEL

The relations between employees and the management during the year have been cordiaJ. The Directors wish to thank all the employees for their continued support and co-operation during the year under review.

LISTING

Equity Shares of the company are listed on The Bombay Stock Exchange Limited (BSE) and The Ahmedabad Stock Exchange (ASE).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Profit of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDIT COMMITTEE

The companys present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

PARTICULARS OF THE EMPLOYEES

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a par,t of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

RISK ASSESSMENT AND MANAGEMENT

The Company has a well defined risk management system in place as a part of good Corporate Governance practices. All the risks are identified at various levels with suitable mitigation measures and are subjected to a quarterly review by the Audit Committee. The Company assigned the key risks to various risk owners responsible for mitigation plans and review of these risks from time to time. ¦ There are adequate internal systems, control and Checks in place commensurate with the size of the Company and nature of its business. The management exercises financial control through a well defied budget monitoring process and other standard operating procedures.

AUDITORS

M/s. Praful N. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their re-appointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORTS

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self- Explanatory and do not require any Further Clarifications.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS , AND OUT GO:

The Additional information required under Section 217(l)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

ACKNOWLEDGMENT

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

Ahmedabad, August 14, 2010 For and on behalf of the Board of Directors

For, Sheetal Bio Agro-Tech Limited Registered Office: Sd/-

4th Floor, "A" Wing, Niketa B.Dave

Maradia Plaza, C.G. Road, Managing Director

Ahmedabad: 380 006

---

Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report together with the audited statement of accounts for the period ended on 31st March, 2009.

FINANCIAL RESULTS:

The Financial performance of the company during the year is as under:

(Rs.)

For The Year For The Year Ended Ended

31st March 2009 31st March 2008

Profit before Depreciation and Taxation 19,83,727 71,239

Less: Depreciation - -

Profit before Tax 19,83,727 71,239

Provision for Taxation 600,000 24,214

Profit after Tax 13,83,727 47,025

Profit For the Year 13,83,727 47,025

Surplus brought forward from previous year 13,41,834 12,94,809

Balance carried to Balance Sheet 27,25,561 13,41,834

PERFORMANCE OF THE COMPANY

The company businesses activity of Trading in Wormi Compose (Bio Fertilizers). During the year under review, the Company has earned total income of Rs. 21,51,000/- (Previous year Rs. 3,75,515/-) and Other Income of Rs. 21,47,800/-(Previous year Rs. 3,48,802/-). After deducting all Administrative Expenses and Depreciation the Company has earned Net Profit after Tax of Rs. 13,83,721/- (Previous year Rs. 47,025/-).

DIVIDEND:

To augment the resources, your Directors do not recommend the dividend for financial year ended on March 31, 2009.

DIRECTORS:

Ms. Niketa B. Dave, Director of the company is retiring by rotation and being eligible, offer herself for reappointment. Board recommends she is reappointment.

Also Mr. Deenkar B. Shreemali was appointed as additional director by the Board of Directors of the company w.e.f. 14th May, 2009 Accordingly he hold office only upto the ensuing annual general meeting of the company. The company has received the notice from the shareholder of the company proposing his candidature for the post of Director and as such Board recommends his appointment as director of the company.

Mr. Bharatkumar Ratilal Shah and Mr. Yasmin Gulamrasul Arab resigned as a Director of the Company with effect from 14th May, 2009 which the Company has accepted. The management has taken note of the same and is thankful for the services rendered during his tenure.

FIXED DEPOSITS:

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the public as defined under Section - 58A of the Companies Act, 1956 and Rules made there under.

SUBSIDIARY COMPANIES

There are no any subsidiary Companies.

STOCK OPTIONS

As required under Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are not applicable to the Company during the year.

HEALTH SAFETY AND ENVIRONMENT

The Company follows a well-established and responsible policy on health, safety and environment which every employee is responsible to follow and also carefully monitor various practices and procedures adopted. The incident-free sustainability of the business itself reflects the managements sincere commitment to implement the health, safety and environment policy in totality.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2009 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Profit of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

AUDITORS:

M/s. Praful N. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDIT COMMITTEE :

The companys present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

LISTING:

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE.

PARTICULARS OF THE EMPLOYEES :

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Additional information required under Section 217(l)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

ACKNOWLEDGMENT:

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

Ahmedabad, September 7, 2009 For and on behalf of the Board of Directors

Registered Office: Sd/- Sd/-

4th Floor, "A" Wing, Jignesh D. Shah Niketa B dave Maradia Plaza, C.G. Road, Chairman Director Ahmedabad: 380 006