To The Members Superb Papers Limited
Your Directors have pleasure in presenting the Twenty Seventh Annual Report of theCompany for the year ended 31st March 2016. Financial Results
The performance of the Company for the financial year ended 31st March 2016 issummarized as under:
|SN Particulars ||31-03-2016 ||31-03-2015 |
| ||(Rs.) ||(Rs.) |
|1. Total Sales / Income from Operations ||1091500 ||999568 |
|2. Other Income ||422829 ||2648328 |
|3. Net profit/loss before depreciation ||456955 ||79551 |
|4. Depreciation ||0 ||0 |
|5. Net profit/loss before taxation ||456955 ||79551 |
|6. Provision for taxation (incl. deferred taxes) ||141201 ||19272 |
|7. Net profit/loss after tax ||315754 ||60279 |
|8. Appropriation/preliminary expenses w/off ||0 ||0 |
|9. Balance carried forward ||315754 ||60279 |
As can be seen from the financial statements your Company has earned revenue of Rs.1091500 and Net Profit for the year at Rs. 315754.
Your Board does not recommend any dividend on equity shares during the year.
The Board of Directors has not recommended transfer of any amount of profit to reservesduring the year under review. Hence the entire amount of profit for the year under thereview has been carried to the profit and loss account.
The Company has not invite any deposits from the public within the provisions ofChapter V of the Companies Act 2013 (hereinafter "the Act" and any reference ofsection pertains to sections of this Act in this Annual Report unless stated otherwise)read with the Companies (Acceptance of Deposits) Rules 2014.
Listing with Bombay Stock Exchange
Hie Equity Shares of the Company continued to be listed and traded on the BSE Limited(BSE). The scrip code number of the Equity Shares of the Company on BSE is 532070/SUPRBPA.The Company has paid upto date listing fees to the BSE.
Further the Securities and Exchange Board of India (SEBI) issued SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") on 2nd September 2015. The Listing Regulations were effective from 1stDecember 2015. Accordingly all the listed entities were required to execute freshlisting agreement with Stock Exchanges where the shares of the Company were listed. Thefresh agreement had to be executed within six months from the effective date. The Companyentered into fresh Listing Agreement with BSE Limited (BSE) on 13th February 2015.
Directors and Key Managerial Personnel
(a) Retirement by rotation:
As per the provisions of Section 152 of the Companies Act 2013 Mr. Rajesh ChapshiDedhia (DIN No. 00477958) retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. Your Directors recommend their approval.
(b) Changes in Directors
As per the provisions of 161 and other applicable provisions of Companies Act2013 Mr. Paresh Harishkumar Thakker (DIN: 07336390) was appointed as an executiveAdditional Director of Company w.e.f May 302016 to hold office upto the ensuing AnnualGeneral Meeting of the Company.
As per the provisions of Section 149152161 and other applicable provisions ofCompanies Act 2013 Mr. Nishit Rasiklal
Doshi (DIN: 07353642) was appointed a non executive additional director of the Companyin the category of Independent Director w.e.f30/5/2016to hold office upto the ensuingAnnual General Meeting of the Company.
As per the provisions of Section 196197 and any other applicable provisions ofthe Companies Act 2013 ("Act") and the Rules made thereunder as amended fromtime to time read with Schedule V to the Act Mr. Paresh Harishkumar Thakker (DIN:07336390) appointed as Managing Director of the Company w.e.f 11.08.2016 for five yearsubject to the approval of the Shareholders in the ensuing annual general meeting.
As per the provisions of Section 161 and other applicable provisions ofCompanies Act 2013 Ms. Anita Nilesh Joshi (DIN: 07574405) was appointed as an executiveAdditional Director of Company w.e.f 11/8/2016 to hold office upto the ensuing AnnualGeneral Meeting of the Company.
The brief details of all members of Board are annexed to this report.
The following persons are Directors & Key Managerial Personnel of the Company:
|1. Mr. Rajesh Dedhia ||- Director & Compliance Officer |
|2. Mrs.BhavnaMahendraPadwani ||- Women Director |
|3. Mr. Dhanraj Dhanvantrai Vithalani ||- Director |
|4. Mr. Kiran Bharatkumar Gandhi ||- Director & Chief Financial Officer |
|5. Mr. Paresh Harishkumar Thakkar ||- Managing Director |
|6. Mr. Nishit Rasiklal Doshi ||- Additional Director |
|7. Ms. Anita Nilesh Joshi ||- Additional Director |
|8. Ms. Suman Choudhary ||- Company Secretary |
Alteration of main object of the Company
During the year under review the Board of Directors of the Company had decided todiversify its business from paper industry to agro based industry. The Board of Directorshad also decided to adopt new set of Memorandum & Articles of Association of theCompany as per the Companies Act 2013. In this connection approval of the shareholdersand approval of the Registrar of Companies and other required authorities was soughtthrough postal ballot.
Change in name of the Company
During the year under review and in connection with change in main object of theCompany the Board of Directors had decided to change the name of the Company andaccordingly approval of the shareholders and approval of Registrar of Companies wassought through postal ballot.
The Company has received approval from the Registrar of Companies vide its letter datedJuly 252016 for the name 'Sumuka Agro Industries Limited.'
The paid up Equity share capital as at March 312016 stood at Rs. 54405000/-. Duringthe year under review the Company has neither issued any shares with differential votingrights nor had granted any stock options or sweat equity.
Directors Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act 2013 your Directors state that:
In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2016and the profit for the year ended on that date;
The Directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting fraud and otherirregularities;
The Directors have prepared the annual accounts on a going concern basis:
The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
The Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efficiently.
Auditors and Audit Report
Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. ManojMehta & Co. Chartered Accountants (FRN: 116681W) re-appointed as the StatutoryAuditors of the Company to hold office from the conclusion of this Annual General Meetinguntil the conclusion of twenty eighth Annual General Meeting (subject to ratification oftheir appointment at every AGM) at such remuneration plus service tax out-of pockettravelling and living expenses etc. as may be agreed upon by mutual consultation.
The observations in the Auditors' Report have been dealt with in the relevant Notes toAccounts which are self-explanatory.
The Director's report and the Secretarial audit report has addressed most of theissues and observations and the comments of the Auditors are self-explanatory.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Kushla Rawat & Associates Company Secretaries in Whole-time Practice(ACS no. 33413 C P No.12566) was appointed to conduct Secretarial Audit for the yearended 31st March 2016.
M/s Kushla Rawat & Associates Practicing Company Secretaries has submitted reporton the Secretarial Audit which is attached as "Annexure B" and forms a part ofthis report. There are some qualifications or observations or remarks made by theSecretarial Auditor in the Report.
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.
Corporate Governance and Shareholders Information
During the year under review the Paid Up Capital and Net Worth of the Company wereless than Rs. 10 crores and Rs. 25 crores respectively as on 31st March 2016 thereforeCorporate Governance provisions as specified in Regulations 17181920 212223 24 252627 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C D and E ofthe Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015is not applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date we willcomply with requirements those regulations within six months from the date on which theprovisions became applicable to our Company.
Particulars of Conservation of Energy. Technology Absorption. Foreign Exchange Earningsand Outgo
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished here under.
(i) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned -Rs.Nil
Foreign Exchange Used -Rs.Nil
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
Number of Board Meetings Conducted During The Year Under Review
The Company had 6 (Six) Board meetings during the financial year under review. Thedates on which the Board meetings were held are May 282015 August 132015August272015 October 92015 October 282015 and February 132016.
Statement on Declaration Given By Independent Directors Under Sub-Section (6) ofSection 149:-
The Independent Directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-Section(6).
Particulars of Loan. Guarantees And Investments Bv Companv:-
The particulars of loans and advances and investment have been disclosed in the notesto the financial statements.
Related Partv Transactions:-
During the financial year ended March 312016 no contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013.
TTius disclosure in form AOC-2 is not required. Further there are no material relatedparty transactions during the year under review with the Promoters Directors or KeyManagerial Personnel.
Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - A to this Report.
Significant And Material Orders Passed By The Regulators or Court:-
There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.
In accordance with the provisions of Section 177 of the Companies Act 2013 and Clause49 of the Listing Agreement and Regulation 18 of SEBI (LODR) Regulation 2015 the Companyhas constituted an Audit Committee comprising of the following Directors viz. Mr. DhanrajD Vithalani (Chairman) Ms. Bhavna Padwani and Mr. Kiran Gandhi. Audit Committee acts inaccordance with the terms of reference specified from time to time by the Board.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
During the year 2015-16 four (4) Audit Committee meetings were held on 28th May201513th August 201528th October 2015 and 13th February 2016.
Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the Companies Act 2013 andRegulation 19 of SEBI (LODR) Regulation 2015 the Company has constituted a Nominationand Remuneration Committee comprising of the following Directors viz. Mr. Dhanraj DVithalani (Chairman) Ms. Bhavna Padwani and Mr. Kiran Gandhi. Nomination and RemunerationCommittee acts in accordance with the terms of reference specified from time to time bythe Board.
During the year 2015-16 two (2) Nomination and Remuneration Committee meetings wereheld on October 12015 and March302016.
Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the Companies Act 2013 andRegulation 20 of SEBI (LODR) Regulation 2015 the Company has constituted a StakeholdersRelationship Committee comprising of the following Directors viz. Mr. Dhanraj D Vithalani(Chairman) Ms. Bhavna Padwani and Mr. Kiran Gandhi. Stakeholders Relationship Committeeacts in accordance with the terms of reference specified from time to time by the Board.
During the year 2015-16 two (2) Stakeholders Relationship Committee Meetings were heldon August 272015 and February 132016.
Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial Statement:-
Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordance's with management's authorizationand properly recorded and accounting records are adequate for preparation of financialstatements and other financial information. Internal check is conducted on a periodicalbasis to ascertain the adequacy and effectiveness of internal control systems.
Further the testing of such controls shall also be carried out independently by theStatutory Auditors from the financial year 2016-17 onwards as mandated under theprovisions of the Companies Act 2013.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
Risk Management Policv:-
Pursuant to Section 134 (3) (n) of the Companies Act 2013 & the ListingRegulations the Company has formulated risk management policy and the same has beenplaced on the Company website. At present the company has not identified any element ofrisk which may adversely affect functioning of the company. Risk Management Policy placedon the Company's website.
Corporate Social Responsibility Committee
The Company has not applicable to constitute a Corporate Social ResponsibilityCommittee due to non- fulfillment of any of the conditions pursuant to section 135 of theCompanies Act 2013.
Policy on Sexual Harassment of Women at Work Place
Pursuant to provisions of Sexual Harassment of women at work place (ProsecutionProhibition and Redressal) Act 2013 and rules made there under the Company has adopted apolicy with effect from 13th February 2016.
Company's Policy Relating to Directors Appointment. Payment of Remuneration andDischarge of Their Duties
The Company has a Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 andunder the provisions of Listing Agreement.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees which covers various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees Board Culture execution and performanceof specific duties obligations and governance. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.
Vigil Mechanism/Whistle Blower Policy
In pursuance to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.superbin.co.in.
As the members are aware your company's shares are tradable compulsorily in electronicform with effect from July 252014 and your company has established connectivity with boththe depositories viz. National Securities Depository Ltd. (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depositorysystem members are requested to avail of the facility of de-materialization of Company'sshares on either of the Depositories as aforesaid.
Disclosures under Section 134131 (11 Of the Companies Act. 2013
There are no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The said code of conduct is in line with SEBI (Prohibition of Insider Trading)Regulations 2015. The Code requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All the Directors and the designated employeeshave complied with the Code.
The Board wishes to place on record their appreciation for the sincere efforts of theDirector employees and the co-operation extended by the Bankers Shareholders clients& associates for their continue support towards the conduct of the Company.
For Superb Papers Limited
(Paresh Harishkumar Thakker)