Your Directors present the 22ND ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2015-16 ended 31st March 2016.
1. FINANCIAL RESULTS :
(Rs in Lacs)
|Particulars ||2015-16 ||2014-15 |
|Profit before Interest and Depreciation ||0.29 ||7.47 |
|Less : Interest ||3.14 ||7.07 |
|Profit before Depreciation ||(2.85) ||0.40 |
|Less : Depreciation ||13.74 ||13.74 |
|Profit / (Loss) before Tax ||(16.59) ||(13.34) |
|Less : Provision for Taxation ||- ||- |
|Less: Deferred Tax Liabilities ||- ||6.10 |
|Less : Short Provision for the earlier years ||- ||0.32 |
|(Loss) after Tax ||(16.59) ||(19.76) |
|Add : Opening (debit) balance of Profit & Loss Account ||(73.58) ||(19.49) |
|Less: IT Block Assessment written off ||- ||34.33 |
|(Debit) Balance carried to Balance Sheet ||(90.17) ||(73.58) |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2016 and date of this report.
In view of the insufficient profit during the year as well as accumulated losses theBoard of Directors are unable to recommend any dividend on the Equity Shares for the yearunder review.
3. PRODUCTION SALES AND WORKING RESULTS:
There was no production of Wheat Flour during the year under review compared toproduction of 7234 M.T. during 2014-15. There were no sales during the year under reviewcompared to Rs 1404 lacs during 2014-15.
The Company has suspended its operations of Wheat Grinding w.e.f. 1st February 2015.
Your Company has achieved during the year Profit before Interest and Depreciation ofRs 0.29 lacs as compared to Rs 7.47 lacs during 2014-15. After charging for finance costand Depreciation the Company has incurred loss before tax of Rs 16.59 lacs ascompared to Loss of Rs 13.34 lacs during 2014-15. There was no provision of Tax in respectof current year or earlier years and there was no deferred tax expense as well for theyear under review (as against provision of Tax in respect of earlier years of Rs 0.32 Lacsand deferred tax expense of Rs 6.10 lacs during 2014-15). The loss after tax stoodat Rs 16.59 lacs compared to loss of Rs 19.76 lacs during 2014-15. After bringing forwarddebit balance of Profit and Loss account of Rs 73.58 lacs the debit balance of Rs90.17 lacs has been transferred to Balance Sheet.
The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited and BSELimited. The Company is generally regular in payment of Annual Listing Fees. The Companyhas paid Listing fees up to the year 2016-17 to Ahmedabad Stock Exchange Limited and BSELimited.
5.1 Mr. Shankar T. Ahuja retires by rotation in terms of the Articles of Association ofthe Company.
However being eligible offers himself for reappointment.
5.2 Ms. Karuna Advani resigned from the office of Director w.e.f. 21st October 2015.
5.3 Mr. Prakash B. Ahuja resigned from the office of Director w.e.f. 20th July 2016.
5.4 Ms. Unnati Bane has been appointed as Independent Director of the Company w.e.f.21st October 2015.
5.5 Mr. Hargovind H. Parmar has been appointed as Independent Director of the Companyw.e.f. 20th July 2016.
5.6 Mr. Shankar T. Ahuja has been elevated as Chairman w.e.f. 20th July 2016.
5.7 The Board of Directors duly met 7 times during the financial year under review.
5.8 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.
5.9. FORMAL 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.
5.10 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 March 2016 beingend of the financial year 2015-16 and of the Loss of the Company for the year; (iii) thatthe Directors had taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;(iv) that the Directors had prepared the annual accounts on a going concern 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.
6. 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 Companys policies safeguardingof assets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
7. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
There has been a decrease in remuneration payable to Managing Director.
|Name of the Director & Designation ||Remuneration for the year ||% increase over last year ||Commission received from Holding/ Subsidiary |
|Anil S. Ahuja Managing Director ||Rs 450000 ||(-)17 ||NIL |
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 Companyswebsitewww.superbread.com
8. KEY MANAGERIAL PERSONNEL:
There is a decrease in remuneration payable to Mr. Anil S. Ahuja Managing Director. Inview of lack of business operations in the company during the year under review there isdecrease in remuneration.
9. PERSONNEL AND H. R. D.:
9.1 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 andCompanys performance is as per the appropriate performance benchmarks and reflectsshort and long term performance objectives appropriate to the working of the Company andits goals.
9.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies (Appointment & Remuneration of Managerial personnel) Rules 2014.
10. 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 theDirectors Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arms length basis. During theyear the Company had not entered into any transactions with related parties which couldbe considered 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 Companys website atwww.superbread.com
11. 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.
12. 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 ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure A.
13. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B. Asregards the observation of the Auditors the Company is in the process of identifying andappointing Whole-time Company Secretary and also updating website of the Company.
14. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C.
15. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERSRELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
At the Annual General Meeting held on 19th September 2015 M/s. T. K. Tekwani &Co. Chartered Accountants Ahmedabad were appointed as statutory auditors of the Companyto hold office till the conclusion of the Annual General Meeting to be held in the year2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s T. K. Tekwani & Co CharteredAccountants as statutory auditors of the Company for the year 2016-17 is placed forratification by the shareholders.
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.
16.4 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.
16.5 SUBSIDIARIES/ ASSOCIATES/ JVs:
The Company does not have any Subsidiaries/ Associate Companies / JVs.
16.6 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.
16.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
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.
16.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Companys policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.
16.9 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.
17. 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.
18. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. allotted is INE897A01011.
19.1 The Companys Income-tax Assessment has been completed up to the AssessmentYear 2013-14 and Sales tax Assessment is completed up to the Financial Year 2014-15.
19.2 The Company has not availed any Working Capital Facilities. The Company is regularin payment of EMI to Axis Bank Limited and HDFC Bank Limited for Car loan.
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 : 20th July 2016 ||Chairman |