The Directors have pleasure in presenting the 17th Annual Report and
 the Audited Accounts for the year ended on 31st March, 2012.
 
 BUSINESS PERFORMANCE:
 
                                                 Rs. In Lacs
 
                                         Current Year   Current Year
                                         Ended          Ended
                                         31-03-2012     31-03-2011
                                        (Rs. In Lacs)  (Rs. In Lacs)
 
 Profit before Tax                             2.11          1.17
 
 Less : Provision For Tax                      0.50           -
 
 Less : Deffered Tax                            -             -
 
 Less : Short/ Excess earlier year              -             -
 
 Profit after Tax                              1.61          1.17
 
 Profit / (Loss) brought from Previous 
 Year                                        (66.93)       (68.10)
 
 Balance carried to the Balance Sheet        (65.32)       (66.93)
 
 PERFORMANCE :
 
 The resources of the Company were optimally utilized to maximize the
 return with minimize risk. The Proactive and Pragmatic approach of the
 Company has reflected in the results in spite of the difficult and
 turbulent Economic conditions prevailing in the Country.
 
 DIVIDEND :
 
 Your Directors do not recommend any dividend for the year ended 31st
 March, 2012 in view to conserve the resources.  
 
 DIRECTORS :
 
 Mr. Ramavtar Kankani, Director of the Company retires by rotation and
 being eligible offers himself for re-appointment.
 
 Mr. Premratan Bhutra, Director of the Company retires by rotation and
 being eligible offers himself for re-appointment.
 
 A brief resume of the Director retiring by rotation at the ensuing
 Annual General Meeting and of the Additional Directors whose
 candidature has been proposed by the member, nature of their expertise
 in specific functional areas and name of Companies in which they hold
 directorship and/or membership/ chairmanship of Committees of the
 Board, as stipulated under Clause 49 of the listing agreement with the
 Stock Exchanges, is given in the section on Corporate Governance
 elsewhere in the Annual Report.
 
 FIXED DEPOSITS :
 
 The Company did not invite/accept/renew any fixed deposits during the
 year under review.
 
 DEMATERIALISATION OF SHARES :
 
 Your Company has connectivity with the NSDL & CDSL for
 dematerialization of its Equity Shares. The ISIN No.  INE029D01015 has
 been allotted for the Company. Therefore, the members and / or
 investors may keep their shareholdings in the electronic mode with
 their Depository Participant.
 
 PARTICULARS OF EMPLOYEES :
 
 There is no employee covered pursuant to provisions of section 217 (2A)
 of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c)
 dated 25/10/2000.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :
 
 Details of Energy, conservation research and development activities
 undertaken by the Company along with the information in accordance with
 provisions of Section 217(e) of the Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in respect of Board of Directors),
 Rules, 1998 is given in the Annexure.
 
 AUDITORS REPORT :
 
 The observations of the Auditors in their report, read with noted
 annexed to accounts, are self explanatory and therefore do not call for
 the any further comment and explanation under section 217(3) of the
 Companies Act, 1956.
 
 AUDITORS :
 
 M/s Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual
 General Meeting but being eligible offer themselves for reappointed.
 The Company has received the letter from Auditors to the effect that
 their appointment if made it would be within the prescribed limits
 under section 224 (1B) of the Companies Act, 1956. Your Directors
 recommend reappointment of M/s Lakhpat M Trivedi & Co. as the Auditors
 of the Company.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under section 217(2AA) of the Companies Act, 1956 relating
 to the Directors Responsibility Statement, it is hereby confirmed that:
 
 In the preparation of the Annual Account for the financial year ended
 31st March, 2012 the applicable accounting standard have been followed
 along with proper explanations relating to material departures.
 
 The Directors have selected such accounting policies and applied them
 consistently and made judgments and estimates that are responsible and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at the end of the financial year and of the Profit or
 Loss of the Company for the year ended on that date.
 
 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.
 
 The Directors have prepared the Annual Accounts on a going concern
 basis.
 
 STATEMENT PURSUANT TO LISTING AGREEMENTS
 
 The company''s shares are listed with The Bombay Stock Exchange Limited.
 Your Company has paid the respective Annual Listing fees up to date and
 there are no arrears.
 
 ACKNOWLEDGEMENT
 
 The Directors wish to place on records their appreciation of the
 contributions made by the employees at the all levels, whose continued
 commitment and dedication helped the Company to achieve better results.
 The Directors also wish to thank customers, bankers, etc. for their
 continued support. Finally your Directors would like to express their
 sincere & whole-hearted gratitude to all of you for your faith in us in
 your Co-operation & never failing support.
 
                               By Order of the Board of Directors 
 
                                      For Rashel Agrotech Limited
 
                                                               Sd/-
 
                                                 Premratan Bhutra
 
                                                         Director
 
 Place : Indore
 
 Date : 19.08.2012