డైరెక్టర్ల నివేదిక Shell Infotech Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Statements of Accounts for the financial year ended on March 31, 2015.

FINANCIAL RESULTS:

(in Rupees)

Year ended March 31st Standalone 2015

2014-15 2013-14

Total Income 3,07,000.00 3,84,000.00

Less: Expenditure 2,73,248.00 3,22,000.00

Profit / (Loss) before

Interest and Depreciation 33,752.00 62,000.00

Less: Interest - -

Less: Depreciation - 90,000

Profit /(Loss) Before Tax 33,752.00 62,000.00

Less:

Current tax 8,848.00 43,014.00

Deferred tax 1581. 00 (23'856.00)

Profit/(Loss) After Tax 23,323.00 42,842.00

OPERATIONS:

* Standalone financial performance

The Company has successfully achieved several milestones in the past and has continued its journey in this year too in spite of the difficult phase through which most of the Indian infrastructure industry is passing through. During the Period under review the total revenue has decreased from 3, 84,000 to Rs. 3,07,000. The year under review has been another very tough year for the Infrastructure Industries which is passing through recessionary phase in last three years.

Modest growth, coupled with delays in settlement of claims/ litigations with the clients, slower industrial growth, high interest rate, delays in projects, delay in payments from clients etc. has continuously put the company into stress. Though, the Company is taking all the setbacks positively and believes to sustain corporate stability with low cost and high quality work. We strongly believe that infrastructure sector is bound to grow at a very good pace in the coming financial year.

In spite of the above, your company has achieved decent Turnover of Rs. 3,07,000, during the year 2014-15. This indicates itself that the company's management has proved its ability to retain business, in fact added new customers, in tough times of industry.

DIVIDEND:

In order to conserve resource of the Company, your Board of Directors does not recommend any dividend for the financial year ended March 31,2015.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company«nd were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit or loss of the Company for the period under review;

3. proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That annual accounts of the Company have been prepared on a 'going concern' basis.

5. that internal financial controls have been laid down to be followed by the company and that such controls are adequate and were operating effectively.

6. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS:

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder and as per section 6 of the Companies Act, 2013, Mr. SURESH GHEWARCHAND NAHATA Director and being longest in office has given his consent to retire by rotation at the ensuing annual general meeting of the Company and being eligible have offered himself for reappointment. During the period, MS. MARIA PASCAL ROCHA were appointed as Additional Directors being Independent Directors and their appointments are proposed to be regularized at the forthcoming Annual General Meeting until completion of one term of five years commencing from the date as mentioned in the resolution contained in the notice attached with this Annual Report

Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the period. The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

The brief particulars of all directors, for which approval of members for their appointments or re-appointments are sought, is furnished in the statement of Corporate Governance published elsewhere in this Annual Report.

MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year under review, the Board has met five times i.e. on 30th July, 2014, 04th November, 2014, 07th February, 2015, 27th March, 2015 and 15th May, 2015(to approve financial result of march).

CONSTITUTION AND COMPOSITION OF AUDIT COMMITTEE:

Company has constituted the Audit Committee under the Chairmanship of Mr. Bhanwarlal Motilal Jain an Independent Director and Suresh Ghewarchand Nahata and Mr. Harshad Kantibhai Savalia Independent Non-executive Director as Members of the Committee.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism in form of whistle blower policy. It aims at providing means to employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that such vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

RISK MANAGEMENT:

The Company has already in place, a Risk Management Plan. Brief details of various types of risk are provided in the Management Discussion and Analysis section of the Annual Report.

AUDITORS & AUDITORS REPORT:

M/s P.DALAL & COMPANIES Statutory Auditors of the company had expressed their unwillingness to be reappointed as Auditor due to their preoccupation. The Board propose to appoint M/s RAVI A. SHAH & CO.(FRN. NO. 136957) the Statutory Auditors of the Company who shall hold office from the conclusion of this Annual General Meeting, until the conclusion next Annual General Meeting and to fix their remuneration. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013.

Auditors' Qualifications and Management's Reply:

.....to be given......

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the Practicing Professional regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors in line with the Companies Act, 2013 and SEBI circular dated 17th April, 2014 are given in the Corporate Governance Report annexed which forms part of this report.

PARTICULARS OF EMPLOYEES:

None of the employees exceed the limit of drawing remuneration, therefore Provisions of that not applicable to the company.

DISCLOSURE OF PARTICULARS CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION.

ADOPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under section 134 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2015 as to conservation of energy and technology absorption do not apply to our company as there are no activities relating to export and no foreign exchange is used or earned by the company.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

6. No Loans, Guarantees, or Investments given / made during the Financial Year ended 31st March, 2015.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure - C and forms part of the Directors' Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. JIGAR THAKKAR & ASSOCIATES, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No. MR-3 is annexed to the Directors Report - and forms part of this Report. The observations of the Secretarial Auditors in their report are self-explanatory and do not require any comments.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their appreciation for continued co-operation and assistance extended by Investors, Government Authorities, Bankers, Suppliers and Customers. Your Directors look forward to their continued support. Last but not the least; your Directors also sincerely acknowledge the significant contributions made by the devoted workers, staff and executives for their dedicated services to the Company.

For and on behalf of the Board of Directors

Date: 04/09/2015

SD/- Place: MUMBAI HARSHAD SAVALIA Director (DIN:01976974)

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

Financial Results and performance of the Company:

PARTICULARS Year ended (Amt. In Lacs)

31.03.2014 31.03.2013 Total Income 3.40 3.82

(-) Expenditure 3.22 3.58

Gross Profit 0.18 0.24

Other Income 0.44 0.49

Net Profit 0.62 0.73

Future Outlook:

As informed earlier the management of the Company is considering to enter into lucrative investments proposals for which the strategy and plans are being put in place. Members will be briefed about the same as and when the same take concrete shape.

Dividend:

In order to conserve resource of the Company, your Board of Directors does not recommend any dividend for the year under review.

Directors:

Mr. Bhanwar Jain, being longest in office retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. The Directors have 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 financial year ended 31st March, 2012.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a ''going concern'' basis.

Accounts and Auditors Report:

The observations contained in the Auditors'' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

Shabbir & Associates, Chartered Accountant. Statutory Auditors of the company had express their unwillingness to be reappointed as Auditor due to their preoccupation. The Board propose to appoint M/s P.Dalal & Companyas the Statutory Auditors of the Company who shall hold office from the conclusion of this Annual General Meeting, until the conclusion next Annual General Meeting and to fix their remuneration.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, therefore, no disclosure is required.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo:

The information required under section 217 (1) (e) of the Companies Act,1956 read with the Companies ( Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 as to conservation of energy and technology absorption do not apply to our company as there are no activities relating to export and no foreign exchange is used or earned by the company.

Listing of Shares:

The shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

Acknowledgements:

The Board would like to place on record its appreciation and thanks to the Investors, Customers, Suppliers and Bankers for their support, co-operation, guidance and the confidence reposed on the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS DATE: 02.09.2014 PLACE: MUMBAI Suresh G. Nahta Hrshad Savalia (Director) (Director)

---

Mar 31, 2011

The Directors present the Annual Report together with Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS:

The Financial results for the year ended 31st March, 2011 are summarized below:

2010-2011 2009-2010 (In Lacs) (Rs.) (Rs.)

Income 9.56 11.07

(-) Expenditure 5.90 5.88

Gross Profit 3.66 5.19

Other Income 1.89 (-)

Net Profit 5.55 5.19

FUTURE OUTLOOK:

The intention of the promoters is to enter into lucrative investments proposals for which the strategy and pains are being put in place. Members will be briefed about the same as and when the same take concrete shape.

DIVIDEND

In order to conserve resource of the Company, your Directors' do not recommend any dividend for the year under review.

FIXED DEPOSITS:

During the year under review, the Company did not accept any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rule, 1975 as amended.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1SJ75 as amended, your Company has no person in its employment drawing salary within the I monetary ceiling prescribed under section 217 (2A) of the Companies Act, 1956

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

There is no manufacturing or trading activities of the company. Your directors have nothing to report under this head.

DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, and based on the information placed by the Management and Auditors it is hereby confirmed;

i. That in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently (and made judgments and estimates that are reasonable and prudent so as to give a cue 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 year.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts for the year ended 31st March, 2011, on a '(going concern basis).

DIRECTORS

Mr. Harshad Kantibhai Savalia, as Director of the Company, who retires by rotation and being eligible offers himself for^ re-appointment.

AUDITORS:

The Auditors of the Company, M/s. Shabbir & Associates, Chartered Accountants, retire at this Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors to hold office until the next Annual General Meeting and fix their remuneration.

AUDITOR'S OBSERVATIONS/QUALIFICATIONS:

The report of the Auditors of the Company for the year under reference is self explanatory and do not call for any comments from Director.

LISTING OF SHARES:

The shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai and applicable listing fees have been paid within the prescribed time limits.

ACKNOWLEDGEMENT:

We would like to thank the shareholder & customers for showing their confidence, patience and support.

The Board would like to place on record its appreciation and thanks to the Investors, Customers, Suppliers and Bankers for their support, co-operation, guidance and the confidence reposed on the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: MUMBAI

DATED: 3rd September, 2011 DIRECTOR DIRECTOR

---

Mar 31, 2010

The Members, SHELL INFOTECH LIMITED,

The Directors have great pleasure in presenting ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

Financial Results and performance of the Company.

PARTICULARS Year ended (Amt. In Rs.)

31.03.2010 31.03.2009

Total Income 1098000.00 1144490.00

Depreciation 300825.00 21525200

Profit/(Loss) before Taxation 386375.00 529598.00

Less Provision for Taxation Current Tax 66610.00 52700.00

Deferred Tax 61491.00 278793.00

Fringe Benefit Tax - 3278.00

Appropriations Profit after Tax 258274.00 194827.00

Balance B/F From Previous year (479096.38) (673923.38)

Balance Carried to Balance Sheet (220822.38) (479096.38)

Your Directors foresee reasonable growth of the business segment which will assist in sustaining and growing profits of the Company.

Dividend

The Board of Directors does not recommend any dividend for the year 2009-2010.

Directors:

Mr. Harshadkumar Kantilal Savaliya, being longest in office retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. The Directors have 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 financial year ended 31st March, 2010.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a 'going concern' basis.

Accounts and Auditors Report:

The observations contained in the Auditors' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

Shabbir & Associates, Chartered Accountant., Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Company has received intimation to this effect that their re-appointment, if made, would be within the prescribed limits of Section 224 (1) of the Companies Act'1956.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earning and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and outgo in foreign exchange are enclosed as Annexure - A which forms a part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached forms a part of this report.

Statement Pursuant to Listing Agreement (s):

The Company's securities are presently listed at The Bombay Stock Exchange Limited (BSE). The listing fees to BSE have been paid. The Management's Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming a part of this Report is attached.

Subsidiaries:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

Corporate Governance Code:

The Board had implemented Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

BY ORDER OF THE BOARD For SHELL INFOTECH LIMITED Sd/- HARSHADKUMAR SAVALIYA (Director)

DATE : 02/09/2010 PLACE: MUMBAI