Sumuka Agro Industries Limited
(formerly known as Superb Papers Limited)
Your Directors have pleasure in presenting the 30th Annual Report of the Company forthe year ended 31st March 2019.
1. Financial Results
The performance of the Company for the financial year ended 31st March 2019 issummarized as under:
| ||31-03-2019 ||31-03-2018 |
| ||(र) ||(र) |
|1. Total Sales / Income from Operations ||14318033 ||17793481 |
|2. Other Income ||150122 ||42372 |
|3. Net loss before depreciation ||(2832599) ||(3022361) |
|4. Depreciation ||322565 ||306413 |
|5. Net loss before taxation ||(3155164) ||(3328774) |
|6. Provision for taxation (incl. deferred taxes) ||- ||(91526) |
|7. Net loss after tax ||(3155164) ||(3237248) |
|8. Appropriation/preliminary expenses w/off ||0 ||0 |
|9. Balance carried forward ||(3155164) ||(3237248) |
2. Performance Review
During the year under review the Company earned total revenue of र 14318033as against र 17793481 in the previous year. A loss of र3155164 (22.04%of Total Revenue) was reported during the financial year under review as compared to aloss of र 3237248 (18.19% of previous year's Total Revenue) for the previousfinancial year.
Your Board does not recommend any dividend on equity shares during the year.
There is no amount proposed to be transferred to general reserve this year due tounavailability of profits.
5. Presentation of Financial Statements
The Financial Statements for the year ended 31.3.2019 have been prepared in accordancewith the Indian Accounting Standard (Ind AS) notified under Section 133 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 and other relevant provisions of theAct.
6. Change in Nature of Business
The Company is engaged in the business of Trading and Retailing of a wide array of DryFruits Products. There was no change in nature of business activity during the year.
During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
8. Listing with Stock Exchanges
The Equity Shares of the Company continued to be listed and traded on the BSE Limited(BSE). The Security Code/Security ID of the Equity Shares of the Company on BSE is532070/SUPRBPA. The Company has paid upto date listing fees to the BSE.
The Equity Shares of the Company were also listed on Vadodara Stock Exchange Limited("VSE") and Ahmedabad Stock Exchange Limited ("ASE"). HoweverSecurities and Exchange Board of India ("SEBI") vide order dated November 092015 and April 2 2018 has directed the exit of Vadodara Stock Exchange Limited("VSE") and Ahmedabad Stock Exchange Limited ("ASE") as a stockexchange with effect from November 09 2015 and April 2 2018 hence the equity shares ofthe Company which was listed on VSE and ASE prior to the exit order ceases to be listedon VSE & ASE w.e.f. November 09 2015 and April 2 2018 respectively.
9. Details of Subsidiary Joint Venture or Associate Companies
The Company does not have any Subsidiary Joint Venture or an Associate Company.
10. Directors and Key Managerial Personnel
As per the provisions of Section 152 of the Companies Act 2013 Mr. Paresh Thakkerretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. Your Directors recommend his reappointment.
Brief profile of the proposed appointee together with other disclosures in terms ofRegulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 are mentioned in the Notice which is part of this Annual Report.
During the year under review Mr. Dhanraj Vithalani has tendered his resignation as anIndependent Director w.e.f. August 1 2018. The Board expresses its appreciation for hisvaluable guidance as Director of the Company.
The Company has received declarations from the Independent Directors affirming thatthey meet the criteria of Independence as provided in Section 149(6) of the Act ®ulations 16 (1)(b) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.
Pursuant to provision of Section 203 of the Companies Act 2013 the Key ManagerialPerson (KMP) of the Company as on March 31 2019 is as follows:
Mr. Paresh Thakker Managing Director
Ms. Pinki Vora Chief Financial Officer
Ms. Shweta Singh Company Secretary & Compliance Officer
11. Share Capital
The paid up Equity share capital as at March 31 2019 stood at Rs. 54405000/-.During the year under review the Company has neither issued any shares with differentialvoting rights nor had granted any stock options or sweat equity.
12. 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 had 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 2019and the loss for the year ended on that date;
The Directors had 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.
13. Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as "Annexure A" which forms anintegral part of this Report and is also available on the Company's website i.ewww.sumukaagro.com
14. Statutory Auditors and Auditors Report
Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. HarenShah & Co. Chartered Accountants (FRN: 103501W) were appointed as StatutoryAuditors of the Company by the Members at the 28th Annual General Meeting (AGM) held onSeptember 28 2017 to hold office from the conclusion of 28th AGM until the conclusion ofthe 33rd AGM of the Company. The Ministry of Corporate Affairs has vide notification datedMay 7 2018 obliterated the requirement of seeking Member's ratification at every AGM onappointment of Statutory Auditor during their tenure of 5 years.
Explanation made by Board relating to the observation made by Auditors in their reportsis attached as "Annexure B" and forms a part of this report.
15. Secretarial Auditors & Auditors Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Hetal Doshi & Associates Company Secretaries in Whole-time Practice(FCS no. 9278 C P No. 9510) was appointed to conduct Secretarial Audit for the yearended 31st March 2019.
M/s Hetal Doshi & Associates Practicing Company Secretaries has submitted reporton the Secretarial Audit which is attached as "Annexure C" and forms apart of this report.
During under the year under review following were the qualifications of theSecretarial Auditors of the Company along with the reply of the Management of the Company:
1. Certain Companies to whom the Company had given significant loans and/or advancesamounting in total to र 19207097/- whose names have been stricken-off from the list ofregistered companies by the Registrar of Companies of Gujarat and Mumbai operating underthe Ministry of Corporate Affairs. These conditions indicate the existence of a materialuncertainty of realizing such loans/advances. Management has not provided for the lossesarising out of non-realization of such loans/ advances but has instead stated them attheir carrying amounts which constitute departure from the Accounting Standardsprescribed under Section 133 of the Companies Act 2013.
Management Reply: The Company has given loan /or advances amounting in total toर19207097/- to certain companies from which some of the companies names has beenstricken-off from the list of registered companies by the Registrar due to certain reason.We are undergoing through all the formalities & follow-ups to recover back all of theoutstanding amounts from management of the companies. We are trying that in mere futuresame shall we recovered. This will not have any effect on Shareholding of the company.
2. The composition of Nomination and Remuneration Committee is not in accordance withthe Regulations 19 of the SEBI (Listing and Obligations Requirements) Regulations 2015.
Management Reply: The Company is in the process of appointing an IndependentDirector for the duly constitution of Nomination and Remuneration Committee.
16. Internal Audit
Pursuant to the provisions of 138 of the Companies Act 2013 M/s. Manish Dedhia &Associates has submitted his report for financial year ended March 31st 2019 to the AuditCommittee and based on the report of internal audit management has undertaken correctiveactions in the respective areas and strengthened the levels of Internal Financial andother operational controls.
17. Tax provisions
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.
18. Corporate Governance
During the year under review the Paid up Capital and Net Worth of the Company wereless than र 10 crores and र 25 crores respectively as on March 31st 2019 thereforeCorporate Governance provisions as specified in Regulations 17 18 19 20 21 22 23 2425 26 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C D andE of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 is 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.
19. Management Discussion & Analysis Report
The Management Discussion & Analysis Report is attached as "AnnexureD" and forms a part of this report.
20. Compliance With Secretarial Standards
Your Company has complied with the Secretarial Standards related to the Board Meetingsand General Meeting issued by the Institute of Company Secretaries of India (ICSI).
21. Particulars of Conservation of Energy Technology Absorption Foreign ExchangeEarnings and 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 - Nil
Foreign Exchange Used - Nil
22. 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.
23. Number of Board Meetings Conducted During the Year under Review
The Board meets at regular intervals to discuss and decide on the Company's businesspolicies and strategies apart from other Board businesses. A tentative annual calendar ofthe Board and Committee Meetings is informed to the respective Directors to facilitatethem to plan their schedule and to ensure their meaningful participation in the meetings.
The notice of meeting of the Board of Directors and Committees were given well inadvance to all the Directors of the Company.
Usually meetings of the Board are held in Mumbai Maharashtra. The agenda of theBoard/Committee meetings is circulated 7 days prior to the date of the meeting as perSecretarial Standard on Meeting of Board of Directors (SS-1) issued by ICSI. The agendafor the Board and Committee meetings includes detailed notes on the items to be discussedat the meeting to enable the Directors to take an informed decision.
The Company had 4 (Four) Board meetings during the financial year under review. Thedates on which the Board meetings were held are May 30 2018 August 14 2018 November14 2018 & February 12 2019.
24. Particulars of Loan Guarantees or Investments By Company under Section 186
The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Act are provided in the notes to Financial Statements.
25. Related Party Transactions
During the financial year ended March 31 2019 no contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013.
Thus 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.
26. Significant And Material Orders Passed By The Regulators or Court
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have any bearing on Company's operations infuture.
27. Audit Committee
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (LODR) Regulation 2015 the Company had duly constituted an AuditCommittee comprising of Directors viz. Mr. Nishit Doshi (Chairman) Mr. Hitesh Chauhanand Mr. Paresh Thakker as on March 31st 2019. Audit Committee acts in accordance with theterms of reference specified from time to time by the Board.
There is no such incidence where the Board has not accepted the recommendation of theAudit Committee during the year under review.
During the year 2018-19 4 (Four) Audit Committee meetings were held on May 30th 2018August 14th 2018 November 14th 2018 & February 12th 2019.
28. 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 had constituted a Nominationand Remuneration Committee comprising of the Directors as on March 31st 2019 Mr. NishitDoshi (Chairman) Mr. Hitesh Chauhan and Mr. Paresh Thakker. Nomination and RemunerationCommittee acts in accordance with the terms of reference specified from time to time bythe Board.
During the year 2018-19 2 (Two) Nomination and Remuneration Committee meetings wereheld on May 30th 2018 and August 14th 2018.
29. 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 had duly constituted aStakeholders Relationship Committee comprising of Directors viz. Mr. Nishit Doshi(Chairman) Mr. Hitesh Chauhan and Mr. Paresh Thakker as on March 31st 2019. StakeholdersRelationship Committee acts in accordance with the terms of reference specified from timeto time by the Board.
During the year 2018-19 1 (one) Stakeholders Relationship Committee meetings were heldon March 22nd 2019.
30. Details in Respect of Adequacy of Internal Financial Controls with Reference tothe Financial 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.
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.
31. Risk Management Policy
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Listing Regulations anddisclosures under Ind-AS 32 the management of the Company has evaluated the various risksto which the Company is exposed to and has formed an appropriate risk framework which isalso placed before the Audit Committee and such risk management policies are explained inmore detail under clause 'I' of Note '21'. These policies are also placed on the officialwebsite of the Company.
32. Corporate Social Responsibility Committee
The Company has not applicable to constitute a Corporate Social ResponsibilityCommittee due to non- fulfilment of any of the conditions pursuant to section 135 of theCompanies Act 2013.
33. Policy on Sexual Harassment of Women at Work Place
The Company has adopted a policy on Prevention Prohibition and Redressal of sexualharassment at workplace in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year nocomplaints or allegations of sexual harassment were filed with the Company.
34. 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 the Listing Regulations.
35. Annual Performance Evaluation
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. The Directors expressed their satisfaction with the evaluation process.
36. 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. We have embodied the mechanism in the Code of Conduct of the Company foremployees to report concerns about unethical behavior actual or suspected fraud orviolation of our Code of Conduct. This mechanism also provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also provide for directaccess to the Chairman of the Audit Committee in exceptional cases and no personnel havebeen denied access to the Audit Committee. The Board and its Audit Committee are informedperiodically on the cases reported if any and the status of resolution of such cases.
37. Investor Services
As the members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with both the depositories viz.National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL). In view of the numerous advantages offered by the Depository system members arerequested to avail of the facility of de-materialization of Company's shares on either ofthe Depositories as aforesaid.
38. Disclosures under Section 134(3) (l) 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.
39. 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 as amended time to time. The Code requires pre-clearance for dealing inthe Company's shares and prohibits the purchase or sale of Company shares by the Directorsand the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code. All the Directors and thedesignated employees have complied with the Code.
The Board wishes to place on record their appreciation for the sincere efforts of theDirectors employees and the co-operation extended by the Bankers Shareholders clients& associates for their continue support towards the conduct of the Company.
| ||For and on behalf of the Board |
| ||For Sumuka Agro Industries Limited |
| ||(formerly known as Superb Papers Limited) |
| ||Sd/- |
| ||Paresh Harishkumar Thakker |
|Place: Mumbai ||Chairman & Managing Director |
|Date: August 14 2019 ||DIN: 07336390 |