Sumuka Agro Industries Limited (formerly known as Superb Papers Limited)
Your Directors have pleasure in presenting the Twenty Eighth Annual Report of theCompany for the year ended 31st March 2017.
1. Financial Results
The performance of the Company for the financial year ended 31st March 2017 issummarized as under:
|SN ||Particulars ||31-03-2017 (Rs.) ||31-03-2016 (Rs.) |
|1. ||Total Sales / Income from Operations ||6984065 ||1019500 |
|2. ||Other Income ||51132 ||494829 |
|3. ||Net profit/loss before depreciation ||(2524975) ||456955 |
|4. ||Depreciation ||82445 ||0 |
|5. ||Net profit/loss before taxation ||(2607420) ||456955 |
|6. ||Provision for taxation (inch deferred taxes) ||(24626) ||141201 |
|7. ||Net profit/loss after tax ||(2582794) ||315754 |
|8. ||Appropriation/preliminary expenses w/off ||0 ||0 |
|9. ||Balance carried forward ||(2582794) ||315754 |
2. Performance Review
As can be seen from the financial statements your Company has earned revenue of Rs.6984065 and have incurred a Net Losses for the year of Rs. (2582794).
Your Board does not recommend any dividend on equity shares during the year.
During the year Company has incurred losses therefore the Board of Directors has notrecommended a transfer of any amount to reserves.
5. Business Operations
The Company is engaged in the business of Trading and Retailing of a wide array of DryFruits Products. The Company has changed its business activities from paper industry toagro based industry.
During the year under review Mr. Paresh Thakker sole proprietor of SI AM A A'S (Trade Mark) had entered into an Assignment Deed with the Company to assign the said TradeMark together with the goodwill of the business for the consideration sum of Rs. 15000/-
Presently the Company has opened its retail outlets of dry fruits and berries inMumbai [Borivali (W) and Kandivali (W)] & in Jamnagar and Rajkot (Gujarat) under brandname SI AM A A'S.
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.
7. Changes in the Nature of Business Alteration of main object of the Company
During the year under review the main object of the Company has been changed frompaper industry to agro based industry. The changes in main object of the Company wasapproved by the members through Postal Ballot including e-voting and results were declaredon September 8 2016. The certificate for the same has been issued to us by the Registrarof Companies Ahmedabad dated September 82016.
Change in name of the Company
During the year under review the name of the Company was changed from M/s SuperbPapers Limited to M/s Sumuka Agro Industries Limited with effect from September 15 2016.The change of name was approved by the members through Postal Ballot including e-votingand results were declared on September 82016. The fresh Certificate of Incorporation hasbeen issued to us by the Registrar of Companies Ahmedabad dated September 152016.
Change in Registered Office address of the Company
During the year under review the Registered Office of the Company has been changedfrom Office No.15 1st Floor Sadguru Sanidhya Apartment Satyasai Road Off Nana MavaRoad Rajkot-360005 Gujarat to F - 122 Raj Arcade Opp D-Mart Mahavir Nagar Kandivali(West) Mumbai - 400 067 Maharashtra upon approval of the members via postal ballot andthe ROC vide certificate dated January 252017 issued by Registrar of Companies Mumbai.
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 is 532070/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. However Securities and ExchangeBoard of India ("SEBI") vide order dated November 09 2015 has directed theexit of Vadodara Stock Exchange Limited ("VSE") as a stock exchange with effectfrom November 092015 hence the equity shares of the Company which was listed on VSEprior to the exit order ceases to be listed on VSE w.e.f. November 09 2015. FurtherAhmedabad Stock Exchange Limited has voluntarily applied to SEBI for surrendering oflicense as stock exchange vides letter no. 254 dated July 112014.
9. Details of Subsidiary. I pint V enture or Associate Companies
The Company does not have any Subsidiary Joint Venture or an Associate Company.
10. Directors and Key Managerial Personnel
(a) Retirement by rotation:
As per the provisions of Section 152 of the Companies Act 2013 Mr. Paresh Thakker(DIN No. 07336390) retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment. Your Directors recommend their approval.
(b) Changes in Director
During the year under review Mr. Rajesh Dedhia has tendered his resignation as aDirector w.e.f October 10 2016. Mr. Kiran Gandhi has tendered his resignation as anIndependent Director and Chief Financial Officer w.e.f September 18 2016 and October102016 respectively and Ms. Pinki Vora has been appointed as Chief Financial Officer ofthe Company w.e.f. October 102016.
During the year under review the Board has accepted the resignation of Ms. SumanChoudhary as the Company Secretary and Compliance Officer w.e.f. November 32016 and Ms.Shweta Singh has been appointed as the Company Secretary and Compliance Officer of theCompany w.e.f. November 152016.
Your Board wishes to place on record its appreciation for the efforts taken by them forthe growth of the Company during the period of their tenure.
The following persons are Directors & Key Managerial Personnel of the Company:
|1. ||Mr. Paresh Harishkumar Thakker ||- Chairman & Managing Director |
|2. ||Ms. Bhavna Mahendra Padwani ||- Non-Executive Independent Director |
|3. ||Mr. Dhanraj Dhanvantrai Vithalani ||- Non-Executive Independent Director |
|4. ||Mr. Nishit Rasiklal Doshi ||- Non-Executive Independent Director |
|5. ||Ms. Anita Nilesh Joshi ||- Executive Director |
|6. ||Ms. Pinki Vora ||- Chief Financial Officer |
|7. ||Ms. Shweta Singh ||- Company Secretary & Compliance Officer |
11. Share Capital
The paid up Equity share capital as at March 312017 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.
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 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 2017and the loss 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.
13. 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.
14. Auditors and Audit Report
Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. HarenShah & Co. Chartered Accountants (FRN: 103501W) are eligible for appointing as theStatutory Auditors of the Company for a period of 5 years in place of the retiringauditors M/s. Manoj Mehta & Company Mumbai whose tenure expires at the ensuing AnnualGeneral Meeting to hold office from the conclusion of ensuing Annual General Meetinguntil the conclusion of 33rd Annual General Meeting (subject to ratification of theirappointment at every AGM) at such remuneration as may be agreed upon by mutualconsultation.
15. Secretarial Audit
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 2017.
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 observations made by the Secretarial Auditor in the Report.
16. Auditors Observations/Comments
The Auditor7 s report and the Secretarial audit report has addressed mostof the issues and observations and the comments of the Auditors are self-explanatory.
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 Rs. 10 crores and Rs. 25 crores respectively as on 31st March 2017 thereforeCorporate Governance provisions as specified in Regulations 17181920 2122 23 24252627 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) 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. 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 |
20. 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.
21. Number of Board Meetings Conducted During the Year under Review
The Company had 7 (Seven) Board meetings during the financial year under review. Thedates on which the Board meetings were held are 30th May 20167th July 201620th July201611th August 201610th October 201615th November 2016 and 8th February 2017.
22. 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) of section 149 of the Companies Act 2013.
23. Particulars of Loan. Guarantees or Investments By Company under Section 186
The particulars of loans and advances and investment have been disclosed in the notesto the financial statements.
24. Related Party Transactions
During the financial year ended March 312017 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.
25. 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.
26. Audit Committee
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (LODR) Regulation 2015 the Company has constituted an AuditCommittee comprising of the following Directors viz. Mr. Dhanraj D Vithalani (Chairman)Ms. Bhavna Padwani and Mr. Nishit Doshi. Audit Committee acts in accordance with the termsof 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 2016-17 4 (Four) Audit Committee meetings were held on 30th May201611th August 201610th October 2016 and 8th February 2017.
27. 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. Nishit Doshi. Nomination and RemunerationCommittee acts in accordance with the terms of reference specified from time to time bythe Board.
During the year 2016-17 3 (three) Nomination and Remuneration Committee meetings wereheld on 30th May 201611th August 2016 and 10th October 2016.
28. 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. Nishit Doshi. Stakeholders Relationship Committeeacts in accordance with the terms of reference specified from time to time by the Board.
29. 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 management7sauthorization and properly recorded and accounting records are adequate for preparation offinancial statements and other financial information. Internal check is conducted on aperiodical basis 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.
30. Risk Management Policy
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's website. At present the Company has not identified any element ofrisk which may adversely affect functioning of the Company.
31. 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.
32. 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.
33. 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.
34. 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.
35. 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.
36. 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.
37. 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.
38. 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 T rading Window is closed. The Boar d isresponsible for implementation of the Code. All the Directors and the designated employeeshave complied with the Code.
39. Reporting of Frauds
During the year under review there have been no frauds reported by the StatutoryAuditors of the Company.
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 |
| ||Chairman & Managing Director |
| ||DIN: 07336390 |
|Registered Office: || |
|F-122 Raj Arcade Opp. D-Mart || |
|Mahavir Nagar Kandivali (West) || |
|Mumbai -400 067. || |
|CIN: L74110MH1989PLC289950 || |
|E-mail: email@example.com || |
|Website: www.sumukaagro.com || |
|Place: Mumbai || |
|Date: August 72017 || |