Your Directors present the 27TH ANNUAL REPORT together with the AuditedFinancial Statements for the Financial Year 2020-21 ended 31st March 2021.
1. FINANCIAL RESULTS :
|Particulars ||2020-21 ||2019-20 |
|Profit before Interest and Depreciation ||42.30 ||34.56 |
|Less : Interest ||0.01 ||0.01 |
|Profit before Depreciation ||42.29 ||34.55 |
|Less: Depreciation ||10.43 ||5.47 |
|Profit before Tax ||31.86 ||29.09 |
|Less: Current Tax ||8.30 ||7.97 |
|(Add)/ Less: Tax in respect of earlier years ||0.25 ||0.10 |
|Add/ Less: Adjustment for Deferred Tax Asset/ (Liabilities) ||0.43 ||(0.38) |
|Profit after Tax ||22.88 ||21.40 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2021 and date of this report.
With a view to conserve the resources for the working capital requirement of theCompany the Board of Directors has not recommended any dividend for the year under reviewended on 31st March 2021.
3. PRODUCTION SALES AND WORKING RESULTS:
There was no production/ sale of Wheat Flour during the year under review and duringthe previous year.
The Company has suspended its operations of Wheat Grinding w.e.f. 1stFebruary 2015.
Your Company has achieved during the year Profit before Interest and Depreciation ofRs. 42.30 lakh as compared to Rs. 34.56 lakh during 2019-20. After charging for financecost and Depreciation the Company has Profit before tax of Rs. 31.86 lakh as compared toProfit of Rs. 29.09 lakh during 2019-20. After providing for current taxes and makingadjustments for deferred tax the Profit after tax stood at Rs. 22.88 lakh compared toProfit of Rs. 21.40 lakh during 2019-20. After bringing forward balance of Profit and Lossaccount of Rs. 1.27 lakh the balance of Rs. 24.15 lakh has been carried forward toBalance Sheet.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2021-22.
5. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2021 was Rs.302.16 Lakh. As on 31st March 2021 the Company has neither issued shares withdifferential voting rights nor granted stock options nor issued sweat equity shares. Noneof the Directors of the Company hold any convertible instruments.
6.1 Mr. Sunil S. Ahuja (DIN 00064612) retires by rotation in terms of theArticles of Association of the Company. However being eligible offers himself forreappointment.
ANNUAL REPORT 2020-21
6.2 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Ms. Unnati S. Bane (DIN 07321420) as an Independent Directorof the Company for a second consecutive term of 5 years from the conclusion of this 27thAGM up to the conclusion of the 32nd AGM respectively and she will not beliable to retire by rotation.
6.3 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Mr. Hargovind H. Parmar (DIN 07567629) as an IndependentDirector of the Company for a second consecutive term of 5 years from the conclusion ofthis 27th AGM up to the conclusion of the 32nd AGM respectively andhe will not be liable to retire by rotation.
6.4 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act. The IndependentDirector shall enroll his / her name in the Databank being maintained by Indian Instituteof Corporate Affairs to qualify as an Independent Director. The enrollment of IndependentDirectors has been completed and they have furnished the declaration affirming theircompliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6of Companies (Appointment & Qualification of Directors) Rules. 6.5 Brief profile ofthe Directors being appointed and re-appointed as required under Regulations 36(3) ofListing Regulations 2015 and Secretarial Standard on General Meetings and thejustification for appointment/ reappointment of Independent Directors are provided in thenotice for the forthcoming AGM of the Company.
6.6 The Board of Directors duly met 5 times during the financial year under review. 6.7Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
6.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed: (i) that in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;(ii) that 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 at 31st March2021 being end of the financial year 2020-21 and of the Profit of the Company for theyear; (iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) that the Directors had prepared the annual accounts on a goingconcern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Company does not propose to transfer any amount to general reserve.
8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
9. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
|Sr. No. Name of the Director & Designation ||Remuneration for the year 2020-21 ||% increase over last year ||Parameters ||Median of Employees Remuneration ||Ratio ||Commission received from Holding/ Subsidiary |
|1. Anil S. Ahuja Managing Director ||Rs. 600000/- ||- ||- ||Rs. 182610/- ||3.2:1 ||- |
The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company'swebsitewww.superbread.com
10. KEY MANAGERIAL PERSONNEL:
|Sr. No. ||Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|1. ||Mr. Anil S. Ahuja ||Managing Director ||- |
|2. ||Mr. Thakur Dayaldas Jaswani ||Chief Finance Officer ||8.38% |
|3. ||Ms. Ankita Ameriya ||Company Secretary ||* |
* Remuneration of FY 2020-21 not comparable with FY 2019-20 sinceappointment was w.e.f. 19th November 2019
11. PERSONNEL AND H. R. D.:
11.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.
As the operations of the Company have been suspended there is no material informationto be provided. The relationship between average increase in remuneration and Company'sperformance is as per the appropriate performance benchmarks and reflects short and longterm performance objectives appropriate to the working of the Company and its goals.
11.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
12. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.superbread.com
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of suspension of Manufacturing activities throughout the year there is noinformation required under Section 134(3)(m) of the Companies Act 2013 and rule 8(3) ofCompanies (Accounts) Rules 2014 relating to the conservation of Energy and TechnologyAbsorption. The Company has not earned or spent any amount in Foreign Currency.
14. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure A.
15. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. K. Jatin & Co. Practising Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B.
16. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on 31st March 2021 is available on the Company's websitewww.superbread.com.
17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
At the 24th Annual General Meeting held on 25th September 2018M/s. O. P. Bhandari & Co. Chartered Accountants Ahmedabad was appointed as StatutoryAuditors of the Company to hold office for the period of 5 years i.e. for the financialyears 2018-19 to 2022-23.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
18.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
18.5 SUBSIDIARIES/ ASSOCIATES/ JVs:
The Company does not have any Subsidiaries/ Associate Companies / JVs.
18.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
18.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
18.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
18.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.
18.10 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
18.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
19. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
20. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN allotted is INE897A01011.
21.1 The Company's Income-tax Assessment has been completed up to the Assessment Year2015-16 and Sales tax Assessment is completed up to the Financial Year 2016-17.
21.2 The Company has not availed any Working Capital Facilities.
22. COVID-19 PANDEMIC:
Due to outbreak of Covid-19 globally and in India the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19. Since the Company has already suspended its operations of Wheat Grinding w.e.f.01-02-2015 the lockdown has had minimal impact on the Company. The management does notsee any medium to long term risks in the Company's ability to continue as a going concernand meeting its liabilities and compliance with the debt covenants applicable if any.
23. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
24. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.
25. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information' andCode of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders'. The Policy is available on the company's website.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||Shankar T. Ahuja |
|Date : 26th July 2021 ||Chairman |
| ||(DIN:00064572) |