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Sumuka Agro Industries Ltd.

BSE: 532070 Sector: Industrials
NSE: N.A. ISIN Code: INE311N01016
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NSE 05:30 | 01 Jan Sumuka Agro Industries Ltd
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VOLUME 8736
52-Week high 64.95
52-Week low 15.05
P/E 168.33
Mkt Cap.(Rs cr) 40
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Sell Price 0.00
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OPEN 53.00
CLOSE 53.00
VOLUME 8736
52-Week high 64.95
52-Week low 15.05
P/E 168.33
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sumuka Agro Industries Ltd. (SUMUKAAGRO) - Director Report

Company director report

To

The Members

Sumuka Agro Industries Limited

(Formerly known as Superb Papers Limited)

Your Directors have pleasure in presenting the 32nd Annual Report of theCompany for the year ended March 31 2021.

1. Financial Results

The performance of the Company for the financial year ended March 31 2021 issummarized as under:

S.L.NO PARTICULARS 31/03/2021 31/03/2020
1. Total Sales Income from Operations 10534604 4871524
2. Other Income 227809 0
3. Net Profit/(loss) before depreciation 4825516 455247
4. Depreciation 177543 329681
Net Profit/(loss) before taxation 4647973 125566
6. Provision for taxation (incl. deferred taxes) 359133 36246
7. Net Profit/(loss) after tax 4288839 89320
8. Appropriation/preliminary expenses w/off 0 0
9. Balance carried forward 4288839 89320

2. Global Pandemic COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In our country businesses arebeing forced to close the operations for long periods of time due to lockdown declared byGovt. of India. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses resulting in an economic slowdown. COVID-19 isadversely impacting business operation of the company. For the Company the focus shiftedto ensure the health and well-being of all employees. The Company has been shut downduring the lockdown period in order to ensure health and safety of employees. The

Company has implemented ‘Work from Home' policy.

3. Performance Review

During the year under review the Company earned total revenue of Rs. 1 07 62 413/-as against Rs. 48 71 524/- in the previous year. A profit of Rs. 42 88839/- (39% of Total Revenue) was reported during the financial year under review ascompared to a profit of Rs. 89320/- (1.83% of previous year's Total Revenue) forthe previous financial year.

4. Dividend

Your Board does not recommend any dividend on equity shares during the year.

5. Reserve

There is no amount proposed to be transferred to general reserve this year.

6. Presentation of Financial Statements

The Financial Statements for the year ended March 31 2021 have been prepared inaccordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 and other relevantprovisions of the Act.

7. Change in Nature of Business

The Company is engaged in the business of Trading of a wide array of Dry FruitsProducts. There was no change in nature of business activity during the year.

8. Deposits

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.

9. 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's Registrar and Share Transfer Agents have connectivity with NationalSecurities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN isINE311N01016. As on March 31 2021 53 98 900 equity shares representing 99.24% of thetotal shares have been dematerialized.

10. Details of Subsidiary Joint Venture or Associate Companies

The Company does not have any Subsidiary Joint Venture or an Associate Company.

11. Directors and Key Managerial Personnel

During the year under review Ms. Pinki Vora has resigned from the post of ChiefFinancial Officer of the company on 11th November 2020 and Ms. Shaili Patel hasbeen appointed in her place as Chief Financial Officer.

During the year Ms. Anita Joshi has resigned from the post of non- executive Directorof the company on 11th November 2020 and Ms. Manasmita Patra was appointed inher Place as Additional Director (Non-Executive) of the company to hold office up to thedate of ensuing Annual General Meeting. Board proposed to regularise her at the ensuingannual general meeting of the Company.

During the year Mr. Hitesh Chauhan has resigned from the post of Independent Directorof the Company on 13th February 2021. Further Mr. Jameel Ur Rahman has beenappointed as an Additional Independent Director of the Company on the same day. The Boardof Directors based on the performance evaluation and as per the recommendation of theNomination & Remuneration Committee Mr. Jameel Ur Rahman has been proposed to beappointed as an Independent Director of the Company for the term of 5 (five) consecutiveyears. The Board considers that given his background experience and contributions Madeby him and the continued association of Mr. Jameel Ur Rahman would be beneficial to theCompany.

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. Bhavin Mehta and Ms Shaili Patel were appointed asAdditional Director (Executive) of the company on 13th February 2021 who holdsoffice up to the date of ensuing Annual general meeting. The Board of Directors based onthe performance evaluation and as per the recommendation of the Nomination &Remuneration Committee has recommended to re-appoint him as Executive Director of theCompany.

During the year under review Mr. Paresh Thakker who was appointed as Complianceofficer of the company in place of Shweta Singh has resigned as Compliance Officer of theCompany on August 6 2020 and the Company has appointed Mr. Aakash Parekh as CompanySecretary and Compliance Officer of the Company a Key Managerial Personnel w.e.f. August7 2020

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 &regulations 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 2021 is as follows:

Mr. Paresh Thakkar Chairman & Managing Director Ms. Shaili Patel Chief FinancialOfficer Mr. Aakash Parekh

Company Secretary

As per the provisions of Section 152 of the Companies Act 2013 Ms. Shaili Patelretire by rotation at the ensuing Annual General Meeting and being eligible offer herselffor reappointment. Your Directors recommend her reappointment.

12. Share Capital

The paid up Equity share capital as at March 31 2021 stood at 54405000/-. Duringthe year under review the Company has Neither issued any shares with differential votingrights nor had granted any stock options or sweat equity.

13. 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 standards havebeen followed along with proper explanation relating to material departures;

The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and the profit for theyear ended on that date;

The Directors had taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis:

The Directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

The Directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating efficiently.

14. 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 an integral partof this Report and is also available on the Company's website i.e. www.sumukaagro.com

15. 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 on September 28 2017 to hold office from the conclusion of 28th AGM until theconclusion of the 33rd AGM of the Company. The Ministry of Corporate Affairshas vide notification dated May 7 2018 obliterated the requirement of seeking Member'sratification at every AGM on appointment of Statutory Auditor during their tenure of 5years.

During the year under review M/s Haren Shah & Co. was not holding valid peerreview certificate and hence they conveyed their inability to continue as StatutoryAuditor of the Company w.e.f. 14th August 2021. M/s S K Jha & Co.Chartered Accountants Ahmedabad has been appointed in place of M/s Haren Shah & Co.Chartered Accountants Mumbai on 14th August 2021 to act as Statutory Auditorof the Company to hold the office until the conclusion of ensuing annual general meetingof the Company.

Board of Directors of the Company has proposed the appointment of M/s S K Jha &Co. Chartered Accountants Ahmedabad for the period of five years from the conclusion ofensuing annual general meeting of the Company till the conclusion of 37thAnnual general meeting of the Company.

During under the year under review following were the qualifications of the StatutoryAuditors of the Company along with the reply of the Management of the Company:

i. Certain companies to whom the Company had given significant loans and/or advancesamounting in total to Rs. 19207097/- (Rs. 19207097/-) whose names have beenstricken-off from the list of registered companies by the Registrar of Companies ofGujarat and Mumbai operating under the Ministry of Corporate Affairs. These conditionsindicate the existence of a material uncertainty of realising such loans/advances.Management has not provided for the losses arising out of non-realisation of suchloans/advances but has instead stated them at their carrying amounts which constitutes adeparture from the Accounting Standards prescribed under Section 133 of the Companies Act2013. The Company's records indicate that had management recognized such losses in thestatement of profit and loss for the year the carrying amounts of the loans/advances inthe balance sheet would have been reduced by the said amounts at March 31 2021 and thenet income and shareholders' equity would have been reduced by the same amountsrespectively.

Management Reply: The Company has given loan /or advances amounting in total to Rs.19207097/- 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.

16. Secretarial Auditors & Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Vanshree Modi & Associates Company Secretaries in Whole-timePractice (ACS no. 39502 C P No.19429) was appointed on 13th February 2021 toconduct Secretarial Audit for the year ended March 31 2021 in place of M/s Hetal Doshi& Associates Company Secretaries Mumbai.

M/s Vanshree Modi & Associates Practicing Company Secretaries Ahmedabad hassubmitted report on the Secretarial Audit which is attached as "Annexure B" andforms a part of this report.

During under the year under review following were the observation/qualifications ofthe Secretarial Auditors of the Company along with the reply of the Management of theCompany:

Observation/qualifications of the Secretarial Auditors:

i. Certain companies to whom the Company had given significant loans and/or advancesamounting in total to Rs. 19207097/- (Rs. 19207097/-) whose nameshave been stricken-off from the list of registered companies by the Registrar of Companiesof Gujarat and Mumbai operating under the Ministry of Corporate Affairs. These conditionsindicate the existence of a material uncertainty of realising such loans/advances.Management has not provided for the losses arising out of non-realisation of suchloans/advances but has instead stated them at their carrying amounts which constitutes adeparture from the Accounting Standards prescribed under Section 133 of the Companies Act2013. The Company's records indicate that had management recognized such losses in thestatement of profit and loss for the year the carrying amounts of the loans/advances inthe balance sheet would have been reduced by the said amounts at March 31 2021 and thenet income and shareholders' equity would have been reduced by the same amountsrespectively.

2. The Company had received notice via email under Standard Operating Procedure (SOP)from BSE Ltd on 5th August 2020 31st August 2020 and 20th November 2020 fornon-compliance with requirement to appoint qualified company secretary as the complianceofficer as per regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 and levied fine of Rs. 44840 Rs. 107380 and Rs. 43660 respectively.

Company has appointed Mr. Aakash Parekh as Company Secretary and Compliance officer ofthe Company on 7th August 2020.

Company has replied to the above mails on 10th August 2020 4thSeptember 2020 and 7th December 2020 and paid fine of Rs. 43660 on 7thDecember 2020.

3. Pursuant to BSE Circular LIST/COMP/40/2018-19 dated 8th February 2019with respect to filing of annual report in XBRL Mode Company is unable to file annualreport in XBRL Mode for the financial year 2019-20 due to technical issue. Company hastried to resolve the issue with BSE XBRL helpdesk but Company has not received anyresolution till date.

4. During the year under review the company has not paid listing fees as perRegulation 14 of Chapter III of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. However it has been paid afterthe financial year end.

5. Website of the Company is not updated as per Regulation 46 of SEBI (ListingObligations & Disclosure Requirements) Regulation 2015.

6. During the year under review Company has not received peer review Certificate fromStatutory Auditor of the Company as per Regulation 33 of SEBI (Listing Obligations &Disclosure Requirements) Regulation 2015.

7. Company has passed board resolution for appointment of secretarial auditor on 13thFebruary 2021 and it has filed form MGT-14 for the above said purpose on 24thMarch 2021 with delay of 11 days.

Management Reply:

1. The Company has given loan /or advances amounting in total to Rs. 19207097/-to certain companies from which some of the companies names has been stricken-off from thelist of registered companies by the Registrar due to certain reason. We are undergoingthrough all the formalities & follow-ups to recover back all of the outstandingamounts from management of the companies. We are trying that in mere future same shall werecovered.

2. Ms. Shweta Singh Company Secretary of the Company resigned w.e.f August 23 2019.Mr. Paresh Thakker Managing Director of the Company was appointed as the ComplianceOfficer of the Company August 24 2019 who was not a qualified Company Secretary. Furtherthe Company was also simultaneously scheduling interviews for prospective candidates forundertaking appointment of Company Secretary. However due to COVID-19 lockdown the samewas not possible immediately.

Further the Company has appointed Mr. Aakash Parekh as the Company Secretary &Compliance Officer of the Company w.e.f August 7 2020. Company has also paid fines forthe above said non-compliance as mentioned above.

3. Company has tried to upload Annual report in XBRL format through BSE Listing centerbut unable to upload due to technical query in CIN of the Company. Company has tried toresolve issue by sending emails and contacting to BSE helpdesk but it has not received anyresolution from BSE helpdesk.

4. Company has paid listing fees for the year 2020-21 in the month of June 2021 due toliquidity crisis in the company due to current covid situation.

5. Company has assured that necessary details will be updated on the website of theCompany shortly as per SEBI Regulations.

6. Company has not received peer review certificate from Haren Shah & Co.Chartered Accountants Statutory Auditors of the Company. They have tendered theirinability to continue as statutory auditors of the Company on 14th August2021.

7. Due to currently prevailing covid situation Company does not have responsibleperson who can complete filing of form in due time. Hence there was delay of 11 days infiling of the form.

17. Internal Audit

Pursuant to the provisions of 138 of the Companies Act 2013 M/s. Manish Dedhia &Associates has been appointed as Internal Auditor for the financial year ended March 312021 and they have submitted his report to the Audit Committee and based on the report ofinternal audit management has undertaken corrective actions in the respective areas andstrengthened the levels of Internal Financial and other operational controls.

Further Company appointed M/s JAK & Co. Chartered Accountant Ahmedabad as theinternal auditor of the Company for the financial year 2021-22.

18. 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.

19. 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 March 31 2021therefore Corporate Governance provisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 and clause (b) to (i) of sub regulation (2) of regulation 46 andPara C D and E of the Schedule V of SEBI (Listing Obligations and DisclosureRequirement) Regulation 2015 are 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.

20. Management Discussion & Analysis Report

The Management Discussion & Analysis Report is attached as "Annexure C"and forms a part of this report.

21. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the ICSI and the Company has complied with all theapplicable provisions of the same during the year under review.

22. 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 ForeignExchange Used - Nil

23. 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 throughelectronic mode up to the date of the ensuing Annual General Meeting upon request. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.

24. Meeting of the Board

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 inMumbai Maharashtra. The agenda of the Board/Committee meetings is circulated 7 days priorto the date of the meeting as per Secretarial Standard on Meeting of Board of Directors(SS-1) issued by ICSI. The agenda for the Board and Committee meetings includes detailednotes on the items to be discussed at the meeting to enable the Directors to take aninformed decision.

The Company had 5 (Five) Board meetings during the financial year under review. Thedates on which the Board meetings were held are 31st July 2020 7thAugust 2020 26th August 2020 11th November 2020 and 13thFebruary 2021.

25. 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.

26 . Related Party Transactions

During the financial year ended March 31 2021 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 materialrelated party transactions during the year under review with the Promoters Directors orKey Managerial Personnel.

27. 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.

28. 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. Jameel Ur Rahman (Chairman) Mr. Nishit Doshiand Ms. Shaili Patel as on March 31 2021. Audit Committee acts in accordance with theterms of reference specified from time to time by the Board. There is no such incidencewhere the Board has not accepted the recommendation of the Audit Committee during the yearunder review. During the year 2020-21 4 (Four) Audit Committee meetings were held on 31stJuly 2020 26th August 2020 11th November 2020 and 13thFebruary 2021.

29. 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 312021 Mr. Jameel UrRahman (Chairman) Mr. Nishit Doshi and Ms. Manasmita Patra. Nomination and RemunerationCommittee acts in accordance with the terms of reference specified from time to time bythe Board. During the year 2020-21 5 (Five) Nomination and Remuneration Committeemeetings were held on 31st July 2020 7th August 2020 26thAugust 2020 11th November 2020 and 13th February 2021.

30. 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. Ms. Manasmita Patra(Chairman) Mr. Jameel Ur Rahman and Ms. Shaili Patel as on March 31 2021. StakeholdersRelationship Committee acts in accordance with the terms of reference specified from timeto time by the Board. During the year 2020-21 4 (Four) Stakeholders RelationshipCommittee meetings were held on 31st July 2020 26th August 202011th November 2020 and 13th February 2021.

31. 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 theopinion of the Board the existing internal control framework is adequate and commensurateto the size and nature of the business of the Company.

32. Risk Management Policy

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Listing Regulations anddisclosures under Ind-AS 107 the management of the Company has evaluated the variousrisks to which the Company is exposed to and has formed an appropriate risk frameworkwhich is also placed before the Audit Committee and such risk management policies areexplained in more detail under clause 'M' of Note '20' of Financial Statements. Thesepolicies are also placed on the official website of the Company i.e. www.sumukaagro.com.

33. Corporate Social Responsibility Committee

The Company is not required to constitute a Corporate Social Responsibility Committeeas the same is not applicable due to non- fulfillment of any of the conditions pursuant tosection 135 of the Companies Act 2013.

34. 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.

35. 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 ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 and under the provisions of the Listing Regulations. These policies are also placedon the official website of the Company i.e. www.sumukaagro.com.

36. 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

Independent Directors. The Directors expressed their satisfaction with the evaluationprocess.

37. 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. The

Vigil Mechanism/Whistle Blower Policy is also available on the Company's website i.e.www.sumukaagro.com

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. Maintenance of Cost Records

Pursuant to the provisions of Section 148(1) of the Act the government has notprescribed maintenance of the cost records in respect of services dealt with by theCompany. Hence the prescribed section for maintenance of cost records is not applicableto the company during the year under review.

40. 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.

41. Acknowledgements

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. The Directors regret the loss oflife due to COVID-19 pandemic in the Country and are deeply grateful and have immenserespect for every person who risked their life and safety to fight this pandemic. YourDirectors deeply appreciate the committed efforts put in by employees at all levels whosecontinued commitment and dedication contributed greatly to achieving the goals set by yourCompany. Your Directors also acknowledges gratefully the shareholders for their supportand confidence reposed on your Company.

For and on behalf of the Board
For Sumuka Agro Industries Limited
(Formerly known as Superb Papers Limited)
Paresh Harishkumar Thakker
Chairman & Managing Director
DIN: 07336390
Place: Mumbai
Date: 6th September 2021

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