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Directors Report of Sumuka Agro Industries Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the 36th Annual Report on the business and operations of the Company for the year ended March 31, 2025.
1. Financial Performance:
The financial performance of the Company for the financial year ended March 31, 2025 is summarized as under:
|
(Amount in Lakhs) |
||
|
PARTICULARS |
31/03/2025 |
31/03/2024 |
|
Total Sales Income from Operations |
6229.51 |
5495.48 |
|
Other Income |
0.16 |
0.55 |
|
Net Profit/(loss) before depreciation |
351.66 |
521.93 |
|
Depreciation |
14.33 |
16.54 |
|
Net Profit/(loss) before taxation |
365.99 |
538.47 |
|
Current Tax |
92.53 |
113.12 |
|
Deferred Tax |
-0.42 |
-0.41 |
|
Net Profit/(loss) after tax |
273.89 |
425.77 |
2. Performance Review
During the year under review, the Company earned total revenue of Rs. 6229.51 Lakhs as against Rs. 5495.48 Lakhs in the previous year. A profit of Rs. 273.89 Lakhs was reported during the financial year under review, as compared to a profit of Rs. 425.77 Lakhs for the previous financial year.
3. Dividend
Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2024-25.
4. Reserve
There is no amount proposed to be transferred to general reserve this year.
5. Presentation of Financial Statements
The Financial Statements for the year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act.
6. Change in Nature of Business
The Company is engaged in the business of Trading of a wide array of Dry Fruits Products and ready to cook items, nankeen and snacks, sweet and spices, selling of packaged foods etc.
Hence, During the year under review there is no change in nature of business.
7. Deposits
During the year under review, the Company has not accepted or renewed any deposits within 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 is 532070/SUMUKA.
The Company''s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE311N01016. 70,65,570 equity shares representing 99.42% of the total shares have been dematerialized As on March 31, 2025.
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
During the year under review, Mr. Samir Khan has been appointed through circular resolution as additional nonexecutive director of the company w.e.f. 12th July, 2024. Thereafter, He has been regularised at the annual general meeting held on 9th September, 2024.
During the year under review, Designation of Mr. Bhavin Mehta, Executive Director of the Company has been changed from Non-Executive Director of the Company w.e.f. 9th September, 2024, which was passed by members of the Company on AGM held on 9th September, 2024.
During the year under review, Ms. Mangina Rao having DIN:08095079 had resigned from the post of NonExecutive Independent director of the Company w.e.f. 1st October, 2024.
During the year under review, Board has appointed Mr. Kenchugundu Ramalingappa Mallikarjuna having DIN: 02142157 as Additional Non-Executive Independent director of the Company w.e.f. October 9, 2024.
The Company has received declarations from the Independent Directors affirming that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
Pursuant to provision of Section 203 of the Companies Act, 2013, the Key Managerial Person (KMP) of the Company as on March 31, 2025 is as follows:
Mr. Paresh Thakker - Managing Director
Ms. Shaili Patel - Chief Financial Officer
CS Mona Rathod - Company Secretary and Compliance officer
As per the provisions of Section 152 of the Companies Act, 2013, Ms. Shaili Patel, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your directors recommend his reappointment.
11. Share Capital
During the year under review, there is no such changes in existing Authorized Share Capital of the Company i.e. R 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs Only) divided into 75,00,000 (Seventy-Five Lakhs) Equity Shares of Face Value of R 10/- (Rupee Ten Only) each.
During the year under review, the Company has neither issued any shares with differential voting 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 standards have been followed along with proper explanation relating to material departures;
⢠The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and the profit for the year ended on that date;
⢠The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets 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 Company and that such internal financial controls are adequate and were operating effectively;
⢠The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
13. Annual Return
Pursuant to Section 134(3) of the Act, Annual Return in Form MGT-7 can be accessed from the website of the Company www.sumukaagro.com.
14. Statutory Auditors and Auditors Report
M/s. S K Jha & Co., Chartered Accountants has been appointed for the period of five years from the conclusion of 32nd Annual general meeting of the Company till the conclusion of 37th Annual general meeting of the Company.
During the year under review, qualifications of the Statutory Auditors of the Company are self-explanatory. Reply of the Management of the Company on auditors'' qualification is as under:
1) The Company had initiated the process of recovering loans and advances granted to Companies whose name is under liquidation process from the list of registered companies by the Registrar of Companies.
2) The Company has initiated the process to collect the details on investment made in Previous Years.
3) The Company has not recognised such losses due to its uncertainty. Upon attention drawn by auditors, your Company will recognise the loss in the current financial year and thereby the investment will be reduced accordingly.
4) Your Company is yet to receive confirmation from parties regarding MSME and hence interest on late payment to MSME could not be calculated without confirmation from parties.
5) Your directors of the Company has come from CSR Committee that company has the obligation to spend CSR Amount during the year under review. However, Company is still in process of identifying the project where CSR funds can be utilized and hence could not spend during the year. Company gives assurance as to CSR spending in the coming years.
Other comments of the auditors'' in their report are self-explanatory.
15. Secretarial Auditors & Auditors Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s. Vanshree Shah & Associates, Company Secretaries in Whole-time Practice (FCS no. 12775, C P No.19429), has been appointed to conduct Secretarial Audit for the financial year 2024- 25.
M/s Vanshree Shah & Associates, Practicing Company Secretaries, Ahmedabad has submitted report on the Secretarial Audit which is attached as "Annexure A" and forms a part of this report.
During under the year under review, observations/qualifications of the Secretarial Auditors of the Company are self-explanatory. The management of your company will adhere to the applicable laws in future. The Company will consider the observations and recommendation received by the Secretarial Auditors of the Company and will take action upon them and will make the Company compliant.
16. Internal Audit
M/s JAK & Co., Chartered Accountant, Ahmedabad has been appointed as the internal auditor of the Company for the financial year 2024-25. Observations/ qualifications of Internal Auditors has been considered by the board and the Company will take action upon them.
17. Tax provisions
The Company has made adequate provisions as required under the provisions of Income Tax Act, 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 were less than Rs. 10 crores and Rs. 25 crores respectively as on March 31, 2025, therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21, 22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 are not applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.
19. Management Discussion & Analysis Report
The Management Discussion & Analysis Report is attached as "Annexure B" and forms a part of this report.
20. Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the ICSI and the Company has complied with all the applicable provisions of the same during the year under review.
21. Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 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 technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo: Nil 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection through electronic mode up to the date of the ensuing Annual General Meeting upon request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
Details Pertaining to Remuneration as Required Under Section 197 (12) Of The Companies Act 2013 Read With Rule 5(1) Of The Companies (Appointment And Remuneration Managerial Personnel Rule 2014 is attached herewith as "Annexure D".
23. Meeting of the Board
The Board meets at regular intervals to discuss and decide on the Company''s business policies and strategies apart from other Board businesses. A tentative annual calendar of the Board and Committee Meetings is informed to the respective Directors to facilitate them 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 in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board/Committee meetings is circulated 7 days prior to 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 detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
The Company had 9 (Nine) Board meetings during the financial year under review.
24. Particulars of Loan, Guarantees or Investments by Company under Section 186
The particulars of Loans, Guarantees and Investments made by the Company under the provisions 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, 2025, contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013 entered by the Company were in the ordinary course of business and on an arm''s length basis.
Thus, disclosure in the Form AOC- 2 is attached herewith as an "Annexure-C" and forms a part of this Report.
The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions which is uploaded on the website of the Company i.e. www.sumukaagro.com
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 the going concern status of the Company or will have any bearing on Company''s operations in future.
27. Audit Committee
In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company had duly constituted an Audit Committee comprising of Directors viz., Mr. Amitkumar Rathi (Chairman), Mr. Shaili Patel (Member) and Mr. Kenchugundu Ramalingappa Mallikarjuna (member) as on March 31, 2025. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
There is no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.
The Company had 5 (Five) Audit Committee meetings during the financial year under review.
28. Nomination and Remuneration Committee
In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulation, 2015, the Company had constituted a Nomination and Remuneration Committee comprising of the Directors as on March 31, 2025 Mr. Amitkumar Rathi, Ms. Shilpa M R and Mr Kenchugundu Ramalingappa Mallikarjuna. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Company had 3 (Three) Nomination and Remuneration Committee meetings during the financial year under review.
29. Stakeholders Relationship Committee
In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulation, 2015 the Company had duly constituted a Stakeholders Relationship Committee comprising of Directors viz., Mr. Bhavin Mehta, Ms. Shilpa M R and Ms. Shaili Patel as on March 31, 2025. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Company had 2 (Two) Stakeholders Relationship Committee meetings during the financial year under review.
30. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement
Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.
In the opinion of the Board, the existing internal control framework is adequate and commensurate 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 and disclosures under Ind-AS 107, the management of the Company has evaluated the various risks to which the Company is exposed to, and has formed an appropriate risk framework.
32. Corporate Social Responsibility Committee
During the year under review, Company has Constituted CSR Committee required to constitute pursuant to section 135 of the Companies Act, 2013.
Constitution of CSR Committee is as under:
1) Amitkumar Rathi Chairman (Independent Director)
2) Shaili Patel Member (Executive Director)
3) Shilpa M R Member (Non-Executive Director)
The role of the Committee is to review the CSR activities of the Company periodically and recommend the Board the amount of expenditure to be incurred on the CSR activities annually. The committee finalized a policy for the purpose of activities to be carried out for CSR and decided to explore the proper channel through which the activities can be carried out and necessary amount could be spent. CSR Committee met twice on 30th May, 2024 and on 1st March, 2025 and the same was attended by all members of the committee.
During the year under review, Company could not spend any amount and could not transfer unspent amount to unspent CSR account.
Annual Report on CSR is attached as an "Annexure E" to this report.
33. Policy on Sexual Harassment of Women at Work Place
The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassment were filed with the Company.
34. Company''s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties
The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors ''qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of the Listing Regulations. These policies are also placed on the official website of the Company i.e. www.sumukaagro.com.
35. Annual Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non - Independent Directors was carried out by the Independent Directors. 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, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically 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
37. Reporting of Frauds by Auditor
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report
38. Material Changes and Commitments
During the Year under Review, The Company has applied to Bombay Stock Exchange under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of Merger by absorption of Gujjubhai Foods Private Limited ("GFPL" or the "Transferor Company") with Sumuka Agro Industries Limited ("SAIL" or the "Transferee Company") on September 06,2023. The Company has applied to BSE Ltd under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of Merger by absorption of Gujjubhai Foods Private Limited ("GFPL" or the "Transferor Company") with Sumuka Agro Industries Limited ("SAIL" or the "Transferee Company") on September 06, 2023. BSE Ltd vide its letter dated 14th May, 2025 have given its No adverse Observation / No Objection, mentioning the observations provided by SEBI and further submitted to NCLT. NCLT has approved the scheme and passed order on 25th August, 2025 directing company to convene and hold the meetings of Equity Shareholders of the Applicant Companies and dispensed with convening of the meetings of the unsecured and Secured Creditors of the applicant companies.
Corporate office of the Company will be situated at 1st Floor, Rekha Building, South End Circle, Basavanagudi, Bangalore, Karnataka-560004 w.e.f 12th July, 2024 and Company is maintaining its accounts at its corporate office of the Company.
During the year under review, Company has shifted its registered office outside the city, town and/or village to Shanti Vihar Building, C-5, Shop 6, Mira Road E, Bhayander East, Thane, Maharashtra-401105 w.e.f. 9th September, 2024.
Apart from this, there are no material changes and commitments which could affect the Company''s financial position have occurred between the Financial Year ended 31st March, 2025 to which financial statements relates and date of this report.
39. Maintenance of Cost Records
Pursuant to the provisions of Section 148(1) of the Act, the government has not prescribed maintenance of the cost records in respect of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records is not applicable to 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 view to regulate trading in securities by the Directors and designated employees of the Company. 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 in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
41. Acknowledgements
Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving
the goals set by your Company. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
Mar 31, 2024
Your directors have pleasure in presenting the 35th Annual Report on the business and operations of the Company for the year ended March 31, 2024.
1. Financial Performance:
The financial performance of the Company for the financial year ended March 31, 2024 is summarized as under:
|
(Amount in Lakhs) |
||
|
PARTICULARS |
31/03/2024 |
31/03/2023 |
|
Total Sales Income from Operations |
5495.48 |
2,788.04 |
|
Other Income |
0.55 |
3.35 |
|
Net Profit/(loss) before depreciation |
521.93 |
316.49 |
|
Depreciation |
16.54 |
4.85 |
|
Net Profit/(loss) before taxation |
538.47 |
311.64 |
|
Current Tax |
113.12 |
79.48 |
|
Deferred Tax |
-0.41 |
0.14 |
|
Net Profit/(loss) after tax |
425.77 |
232.02 |
2. Performance Review
During the year under review, the Company earned total revenue of Rs. 5495.48 Lakhs as against Rs. 2,788.04 Lakhs in the previous year. A profit of Rs. 425.77 Lakhs (7.75% of Total Revenue) was reported during the financial year under review, as compared to a profit of Rs. 232.02 Lakhs (8.32 % of previous year''s Total Revenue) for the previous financial year.
3. Dividend
Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2023-24.
4. Reserve
There is no amount proposed to be transferred to general reserve this year.
5. Presentation of Financial Statements
The Financial Statements for the year ended March 31, 2024 have been prepared in accordance with the Indian Accounting Standard (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and other relevant provisions of the Act.
6. Change in Nature of Business
The Company is engaged in the business of Trading of a wide array of Dry Fruits Products and ready to cook items, nankeen and snacks, sweet and spices, selling of packaged foods etc.
Hence, During the year under review there is no change in nature of business.
7. Deposits
During the year under review, the Company has not accepted or renewed any deposits within 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 is 532070/SUMUKA.
The Company''s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE311N01016. 70,65,570 equity shares representing 99.42% of the total shares have been dematerialized As on March 31, 2024.
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
During the year under review, Board has appointed Mr. Mangina Rao having DIN : 08095079 as Additional NonExecutive Independent director of the Company w.e.f. August 14,2023 and regularised his appointment as NonExecutive Independent director of the Company w.e.f. September 20,2023.
During the year under review, Mr. Sunil Swami having DIN : 07617208 had resigned from the post of Additional Non-Executive Independent director of the Company w.e.f. August 14,2023.
The Company has received declarations from the Independent Directors affirming that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
Pursuant to provision of Section 203 of the Companies Act, 2013, the Key Managerial Person (KMP) of the Company as on March 31, 2024 is as follows:
Mr. Paresh Thakker - Managing Director
Ms. Shaili Patel - Chief Financial Officer
CS Mona Poriya - Company Secretary and Compliance officer
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Paresh Thakker, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your directors recommend his re-appointment.
11. Share Capital
During the year under review, there is no such changes in existing Authorized Share Capital of the Company i.e. ^ 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs Only) divided into 75,00,000 (Seventy-Five Lakhs) Equity Shares of Face Value of ^ 10/- (Rupee Ten Only) each.
During the year under review, the Company has neither issued any shares with differential voting 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 standards have been followed along with proper explanation relating to material departures;
⢠The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and the profit for the year ended on that date;
⢠The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets 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 Company and that such internal financial controls are adequate and were operating effectively;
⢠The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
13. Extract of Annual Return
The extract of the Annual Return in Form MGT-9 can be accessed on the website of the Company www.sumukaagro.com.
14. Statutory Auditors and Auditors Report
M/s. S K Jha & Co., Chartered Accountants has been appointed for the period of five years from the conclusion of 32nd Annual general meeting of the Company till the conclusion of 37th Annual general meeting of the Company.
During the year under review, qualifications of the Statutory Auditors of the Company are self-explanatory. Reply of the Management of the Company on auditors'' qualification is as under:
1) The Company had initiated the process of recovering loans and advances granted to Companies whose name is under liquidation process from the list of registered companies by the Registrar of Companies.
2) The Company has initiated the process to collect the details on investment made in Previous Years.
The Company has not recognised such losses due to its uncertainty. Upon attention drawn by auditors, your Company will recognise the loss in the current financial year and thereby the investment will be reduced accordingly.
15. Secretarial Auditors & Auditors Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s. Vanshree Shah & Associates, Company Secretaries in Whole-time Practice (FCS no. 12775, C P No.19429), has been appointed to conduct Secretarial Audit for the financial year 2023- 24.
M/s Vanshree Shah & Associates, Practicing Company Secretaries, Ahmedabad has submitted report on the Secretarial Audit which is attached as "Annexure A" and forms a part of this report.
During under the year under review, observations/qualifications of the Secretarial Auditors of the Company are self-explanatory. The management of your company will adhere to the applicable laws in future also. The Company will consider the observations and recommendation received by the Secretarial Auditors of the Company and will take action upon them and will make the Company compliant.
16. Internal Audit
M/s JAK & Co., Chartered Accountant, Ahmedabad has been appointed as the internal auditor of the Company for the financial year 2023-24. Observations/ qualifications of Internal Auditors has been considered by the board and the Company will take action upon them.
17. Tax provisions
The Company has made adequate provisions as required under the provisions of Income Tax Act, 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 were less than Rs. 10 crores and Rs. 25 crores respectively as on March 31, 2024, therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21, 22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 are not applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.
19. Management Discussion & Analysis Report
The Management Discussion & Analysis Report is attached as "Annexure B" and forms a part of this report.
20. Compliance with Secretarial Standards
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the ICSI and the Company has complied with all the applicable provisions of the same during the year under review.
21. Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 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 technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo: Nil 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection through electronic mode up to the date of the ensuing Annual General Meeting upon request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
Details Pertaining to Remuneration as Required Under Section 197 (12) Of The Companies Act 2013 Read With Rule 5(1) Of The Companies (Appointment And Remuneration Managerial Personnel Rule 2014 is attached herewith as Annexure D.
23. Meeting of the Board
The Board meets at regular intervals to discuss and decide on the Company''s business policies and strategies apart from other Board businesses. A tentative annual calendar of the Board and Committee Meetings is informed to the respective Directors to facilitate them 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 in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board/Committee meetings is circulated 7 days prior to 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 detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
The Company had 5 (Five) Board meetings during the financial year under review.
24. Particulars of Loan, Guarantees or Investments by Company under Section 186
The particulars of Loans, Guarantees and Investments made by the Company under the provisions 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, 2024, contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013 entered by the Company were in the ordinary course of business and on an arm''s length basis.
Thus, disclosure in the Form AOC- 2 is attached herewith as an Annexure-C and forms a part of this Report.
The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions which is uploaded on the website of the Company i.e. www.sumukaagro.com
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 the going concern status of the Company or will have any bearing on Company''s operations in future.
27. Audit Committee
In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company had duly constituted an Audit Committee comprising of Directors viz., Mr. Amitkumar Rathi (Chairman), Mr. Mangina Rao (members w.e.f August 14,2023) and Ms. Shaili Patel (members) as on March 31, 2024. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
There is no such incidence where the Board has not accepted the recommendation of the Audit Committee during the year under review.
The Company had 5 (Five) Audit Committee meetings during the financial year under review.
28. Nomination and Remuneration Committee
In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulation, 2015, the Company had constituted a Nomination and Remuneration Committee comprising of the Directors as on March 31,2024 Mr. Mangina Rao (Chairman w.e.f. August 14,2024), Ms. Shilpa M R and Mr. Amitkumar Rathi (members). Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Company had 3 (Three) Nomination and Remuneration Committee meetings during the financial year under review.
29. Stakeholders Relationship Committee
In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulation, 2015 the Company had duly constituted a Stakeholders Relationship Committee comprising of Directors viz., Ms. Shilpa M R (Chairman), Mr. Amitkumar Rathi (members) and Mr. Paresh Thakker (members) as on March 31, 2024. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Company had 2 (Two) Stakeholders Relationship Committee meetings during the financial year under review.
30. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement
Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.
In the opinion of the Board, the existing internal control framework is adequate and commensurate 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 and disclosures under Ind-AS 107, the management of the Company has evaluated the various risks to which the Company is exposed to, and has formed an appropriate risk framework.
32. Corporate Social Responsibility Committee
The Company is not required to constitute a Corporate Social Responsibility Committee as the same is not applicable due to non- fulfilment of any of the conditions pursuant to section 135 of the Companies Act, 2013.
33. Policy on Sexual Harassment of Women at Work Place
The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassment were filed with the Company.
34. Company''s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties
The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration,
Directors ''qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of the Listing Regulations. These policies are also placed on the official website of the Company i.e. www.sumukaagro.com.
35. Annual Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non - Independent Directors was carried out by the Independent Directors. 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, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically 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
37. Reporting of Frauds by Auditor
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report
38. Material Changes and Commitments
During the Year under Review, The Company has applied to Bombay Stock Exchange under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed scheme of Merger by absorption of Gujjubhai Foods Private Limited ("GFPL" or the "Transferor Company") with Sumuka Agro Industries Limited ("SAIL" or the "Transferee Company") on September 06,2023. Apart from this, there are no material changes and commitments which could affect the Company''s financial position have occurred between the Financial Year ended 31st March, 2024 to which financial statements relates and date of this report.
39. Maintenance of Cost Records
Pursuant to the provisions of Section 148(1) of the Act, the government has not prescribed maintenance of the cost records in respect of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records is not applicable to 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 view to regulate trading in securities by the Directors and designated employees of the Company. 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 in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
41. Acknowledgements
Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving
the goals set by your Company. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
Mar 31, 2016
To The Members Superb Papers Limited
The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company for the year ended 31st March 2016.
Financial Results
The performance of the Company for the financial year ended 31st March 2016 is summarized as under:
|
SN |
Particulars |
31-03-2016 (Rs.) |
31-03-2015 (Rs.) |
|
1. |
Total Sales / Income from Operations |
10,91,500 |
9,99,568 |
|
2. |
Other Income |
4,22,829 |
26,48,328 |
|
3. |
Net profit/loss before depreciation |
4,56,955 |
79,551 |
|
4. |
Depreciation |
0 |
0 |
|
5. |
Net profit/loss before taxation |
4,56,955 |
79,551 |
|
6. |
Provision for taxation (incl. deferred taxes) |
1,41,201 |
19,272 |
|
7. |
Net profit/loss after tax |
3,15,754 |
60,279 |
|
8. |
Appropriation/preliminary expenses w/off |
0 |
0 |
|
9. |
Balance carried forward |
3,15,754 |
60,279 |
Performance Review
As can be seen from the financial statements, your Company has earned revenue of Rs. 10,91,500 and Net Profit for the year at Rs. 3,15,754.
Dividend
Your Board does not recommend any dividend on equity shares during the year.
Reserve
The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under the review has been carried to the profit and loss account.
Deposits
The Company has not invite any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 (hereinafter "the Act" and any reference of section pertains to sections of this Act in this Annual Report unless stated otherwise) read with the Companies (Acceptance of Deposits) Rules, 2014.
Listing with Bombay Stock Exchange
The Equity Shares of the Company continued to be listed and traded on the BSE Limited (BSE). The scrip code number of the Equity Shares of the Company on BSE is 532070/SUPRBPA. The Company has paid up to date listing fees to the BSE.
Further, the Securities and Exchange Board of India (SEBI) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") on 2nd September, 2015. The Listing Regulations were effective from 1st December, 2015. Accordingly, all the listed entities were required to execute fresh listing agreement with Stock Exchanges where the shares of the Company were listed. The fresh agreement had to be executed within six months from the effective date. The Company entered into fresh Listing Agreement with BSE Limited (BSE) on 13th February, 2015.
Directors and Key Managerial Personnel
(a) Retirement by rotation:
As per the provisions of Section 152 of the Companies Act, 2013 Mr. Rajesh Chapshi Dedhia (DIN No. 00477958), retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend their approval.
(b) Changes in Directors
- As per the provisions of 161 and other applicable provisions of Companies Act 2013, Mr. Paresh Harishkumar Thakker (DIN: 07336390) was appointed as an executive Additional Director of Company w.e.f May 30,2016 to hold office upto the ensuing Annual General Meeting of the Company.
- As per the provisions of Section 149,152,161 and other applicable provisions of Companies Act 2013, Mr. Nishit Rasiklal
Doshi (DIN: 07353642) was appointed a non executive additional director of the Company in the category of Independent Director w.e.f 30/5/2016 to hold office upto the ensuing Annual General Meeting of the Company.
- As per the provisions of Section 196,197 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Rules made there under, as amended from time to time, read with Schedule V to the Act, Mr. Paresh Harishkumar Thakker (DIN: 07336390), appointed as Managing Director of the Company w.e.f 11.08.2016 for five year subject to the approval of the Shareholders in the ensuing annual general meeting.
- As per the provisions of Section 161 and other applicable provisions of Companies Act 2013 Ms. Anita Nilesh Joshi (DIN: 07574405) was appointed as an executive Additional Director of Company w.e.f 11/8/2016 to hold office up to the ensuing Annual General Meeting of the Company.
The brief details of all members of Board are annexed to this report.
The following persons are Directors & Key Managerial Personnel of the Company:
1. Mr. Rajesh Dedhia - Director & Compliance Officer
2. Mrs. Bhavna Mahendra Padwani - Women Director
3. Mr. Dhanraj Dhanvantrai Vithalani - Director
4. Mr. Kiran Bharatkumar Gandhi - Director & Chief Financial Officer
5. Mr. Paresh Harishkumar Thakkar - Managing Director
6. Mr. Nishit Rasiklal Doshi - Additional Director
7. Ms. Anita Nilesh Joshi - Additional Director
8. Ms. Suman Choudhary - Company Secretary
Alteration of main object of the Company
During the year under review, the Board of Directors of the Company had decided to diversify its business from paper industry to agro based industry. The Board of Directors had also decided to adopt new set of Memorandum & Articles of Association of the Company as per the Companies Act, 2013. In this connection, approval of the shareholders and approval of the Registrar of Companies and other required authorities was sought through postal ballot.
Change in name of the Company
During the year under review and in connection with change in main object of the Company, the Board of Directors had decided to change the name of the Company and accordingly, approval of the shareholders and approval of Registrar of Companies was sought through postal ballot.
The Company has received approval from the Registrar of Companies vide its letter dated July 25,2016 for the name ''Sumuka Agro Industries Limited.''
Share Capital
The paid up Equity share capital as at March 31, 2016 stood at Rs. 5,44,05,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.
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 have been followed along with proper explanation relating to material departures;
- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and the profit for the year ended on that date;
- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets 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 Company and that such internal financial controls are adequate and were operating effectively;
- The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.
Auditors and Audit Report
Pursuant to the provisions of Section 139 and the rules framed there under M/s. Manoj Mehta & Co., Chartered Accountants, (FRN: 116681W), re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting, until the conclusion of twenty eighth Annual General Meeting (subject to ratification of their appointment at every AGM) at such remuneration plus service tax, out-of pocket, travelling and living expenses, etc., as may be agreed upon by mutual consultation.
The observations in the Auditors'' Report have been dealt with in the relevant Notes to Accounts, which are self-explanatory.
Auditors Observations/Comments
The Director''s report and the Secretarial audit report, has addressed most of the issues and observations and the comments of the Auditors are self-explanatory.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there 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 year ended 31st March, 2016.
M/s Kushla Rawat & Associates, Practicing Company Secretaries has submitted report on the Secretarial Audit which is attached as "Annexure B" and forms a part of this report. There are some qualifications or observations or remarks made by the Secretarial Auditor in the Report.
Tax Provisions:
The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.
Corporate Governance and Shareholders Information
During the year under review, the Paid Up Capital and Net Worth of the Company were less than Rs. 10 crores and Rs. 25 crores respectively as on 31st March, 2016, therefore Corporate Governance provisions as specified in Regulations 17,18,19,20 21,22,2324, 25,26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.
Particulars of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 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 technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil
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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
Number of Board Meetings Conducted During The Year Under Review
The Company had 6 (Six) Board meetings during the financial year under review. The dates on which the Board meetings were held are May 28,2015, August 13,2015, August 27,2015, October 9,2015, October 28,2015 and February 13,2016.
Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-
The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).
Particulars of Loan, Guarantees And Investments By Company:-
The particulars of loans and advances and investment have been disclosed in the notes to the financial statements.
Related Party Transactions:-
During the financial year ended March 31, 2016, no contracts or arrangements entered with related parties referred to in sub Section (1) ofSection188 of the Companies Act, 2013.
Thus, disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.
Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - A to this Report.
Significant And Material Orders Passed By The Regulators or Court:-
There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.
Audit Committee:-
In accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Ms. Bhavna Padwani and Mr. Kiran Gandhi. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.
During the year 2015-16, four (4) Audit Committee meetings were held on 28th May, 2015,13th August, 2015,28th October, 2015 and 13th February, 2016.
Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Ms. Bhavna Padwani and Mr. Kiran Gandhi. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
During the year 2015-16, two (2) Nomination and Remuneration Committee meetings were held on October 1,2015 and March 30,2016. Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulation, 2015 the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Ms. Bhavna Padwani and Mr. Kiran Gandhi. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
During the year 2015-16, two (2) Stakeholders Relationship Committee Meetings were held on August 27, 2015 and February 13,2016.
Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-
Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.
Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2016-17 onwards as mandated under the provisions of the Companies Act, 2013.
In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.
Risk Management Policy:-
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the Company has formulated risk management policy and the same has been placed on the Company website. At present the company has not identified any element of risk which may adversely affect functioning of the company. Risk Management Policy placed on the Company''s website.
Corporate Social Responsibility Committee
The Company has not applicable to constitute a Corporate Social Responsibility Committee due to non- fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013.
Policy on Sexual Harassment of Women at Work Place
Pursuant to provisions of Sexual Harassment of women at work place (Prosecution, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has adopted a policy with effect from 13th February, 2016.
Company''s Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of Their Duties
The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of Listing Agreement.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
Vigil Mechanism/Whistle Blower Policy
In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.superbin.co.in.
Investor Services
As the members are aware, your company''s shares are tradable compulsorily in electronic form with effect from July 25, 2014 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 are requested to avail of the facility of de-materialization of Companyâs shares on either of the Depositories as aforesaid.
Disclosures under Section 134(3) (l) Of the Companies Act, 2013
There are no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. 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 and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have complied with the Code.
Acknowledgements
The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.
For Superb Papers Limited
Sd/-
(Paresh Harishkumar Thakker)
Chairman DIN: 07336390
Place: Mumbai
Date: 11/08/2016
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the Twenty Fifth Annual
Report of the Company for the year ended 31st March 2014.
Financial Results
The performance of the Company for the financial year ended 31st March
2014 is summarized as under:
SN Particulars 31-03-2014 31-03-2013
(Rs.) (Rs.)
1. Total Sales/Income 1681805 963350
2. Net profit/loss before depreciation & tax -658226 -3312336
3. Depreciation 0 0
4. Net profit/loss before taxation -658226 -3312336
5. Provision for taxation 155980 19362
(incl. deferred taxes)
6. Net profit/loss after tax -814206 -3331698
7. Appropriation/preliminary expenses w/off 0 0
8. Balance carried forward -814206 -3331698
Review of Operations
As can be seen from the financial statements, your Company has incurred
substantial losses from sales of investments in shares and securities.
This is part of the management strategy to restructure and revive the
company''s business operations. Your company is working out the future
strategy accordingly and pursuing alternate business avenues mainly
from the training and consultancy segments.
Dividend
Your Board does not recommend any dividend on equity shares for the
year.
Fixed Deposits
The Company has not invite any deposits from the public within the
meaning of section 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
Directorate
Your Board comprises of efficient and able directors who have vast
experience in this line of business. Mr. Dhanraj Dhanvantrai Vithalani
and Ms. Bhavna Mahender Padwani, were appointed as additional director
w.e.f 30.12.2013, and as they retires at the ensuing Annual
General Meeting and being eligible, offers themselves for re
appointment as independent directors.
Mr. Pradip Bhimshi Shah retires at the ensuing Annual General Meeting
by rotation and being eligible, offers himself for re-appointment as
Director.
All the appointments and resignation of the Directors of the company
are in accordance with the Corporate Governance Code of the Company and
the relevant provisions of the Companies Act.
Corporate Governance
Report on Corporate Governance along with Certificate of Practicing
Company Secretary pursuant to clause 49 of the Listing Agreement with
the Stock Exchanges, have been included in this Report as Annexure.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
Certificate of CEO/CFO, inter alia, confirming the correctness of the
financial statements, adequacy of internal control measures and
reporting of matters to the Audit Committee in terms of the said
Clause, is also enclosed as a part of the Reports mentioned above.
Directors'' Responsibility Statement Pursuant To Section 217(2AA) of the
Act
The directors hereby confirm that-
* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
* The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2014 and the loss for the year ended on
that date;
* The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
* The directors have prepared the annual accounts on accrual basis
following the historical cost convention in accordance with Accounting
Standards referred to in Section 211(3C) and other requirements of the
Companies Act, 1956.
Particulars of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1986 and under section 217(2A) read
with Companies (Particulars of Employees) Rules, 1975, of the Act is
set out here under.
SN Particulars Disclosure
1. Conservation of Energy The company continued to accord priority
and Power Consumption to conservation of energy and is
continuing its efforts to utilise energy
more efficiently.
2. Technology Absorption The company has not absorbed any
and Research & technology nor any research & development
Development work has been carried out.
3. Particulars of Employees There are no employees of the category
specified in section 217(2A)
Auditors
M/s. Manoj Mehta & Co., Chartered Accountants, (FRN: 116681W) who are
the Statutory Auditor of the Company; hold the office until the
conclusion of the ensuring Annual General Meeting. It is proposed to
re-appoint them to examine and audit the accounts of the Company for
three years to hold the office from the conclusion of this AGM till the
conclusion of the Twenty Eighth Annual General Meeting subject to
ratification of their appointment at every Annual General Meeting. The
Company has received the Certificate under Section 139(1) of the
Companies Act, 2013 read with Companies (Audit and Auditors), Rules,
2014 from the Auditor.
Auditors Comments
The director''s report, corporate governance and mda have addressed most
of the issues and observations and the comments of the Auditors are
self-explanatory. As regards the auditors observation under section
274(1) (g) of the Act as regards one director Mr. R. C. Dedhia, the
management of the Company is in the process of rationalising the issue.
Acknowledgements
The Board wishes to place on record their appreciation for the sincere
efforts of the Director, employees and the co-operation extended by the
Bankers, Shareholders, clients & associates for their continue support
towards the conduct of the Company.
By order of the Board
For Superb Papers Limited
(Mr. Rjesh Dedhia)
Director
DIN: 00 477958
Address: E-2/307, Bharat Nagar,
Grant Road, Mumbai- 400007.
Place: Surat
Date 27th May, 2014
Mar 31, 2013
Dear Members,
The directors have pleasure in presenting the Twenty Fourth Annual
Report of the Company for the year ended 31st March, 2013.
Financial Results
The performance of the Company for the financial year ended 31st March
2013 is summarized as under:
SN Particulars 31-03-2013 31-03-2012
(Rs) (Rs)
1. Total Sales/income 963350 1033965
2. Net profit/loss before
depreciation & tax -3312336 36423
3. Depreciation 0 0
4. Net Profit/loss before Taxation -3312336 36423
5. Provision for tax (incl. deferred taxes) 19362 6285
6. Net Profit/loss after tax -3331698 30138
7. Appropriations / Preliminary
Expenses W/off. 0 0
8. Balance carried forward -3331698 30138
Review of Operations
As can be seen from the financial statements, your company has incurred
substantial losses from sale of investments in shares and securities.
This is part of the manage- ment''s strategy to restructure and revive
the Company''s business operations. Your Company is working out the
future strategy accordingly and pursuing alternate busi- ness avenues
mainly from the training and consultancy services.
Dividend
Your board does not recommend any dividends on equity shares for the
year.
Fixed Deposits
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
Directorate
Your Board comprises of efficient and able directors who have vast
experience in this line of business. Mr. RajeshC. Dedhia retires at the
ensuing Annual General Meeting by rotation and being eligible, offers
himself for re-appointment as Director. There was no change in the
board of directors during the year.
All the appointments and resignation of the Directors of the company
are in accordance with the Corporate Governance Code of the Company and
the relevant provisions of the Companies Act.
Corporate Governance
Report on Corporate Governance along with Certificate of the Auditors
of your Company pursuant to clause 49 of the Listing Agreement with the
Stock Exchanges, have been included in this Report as Annexures.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
Certificate of CEO/CFO, inter alia, confirming the correctness of the
financial statements, adequacy of internal control measures and
reporting of matters to the Audit Committee in terms of the said
Clause, is also enclosed as a part of the Reports mentioned above.
Directors'' Responsibility Statement Pursuant To Section 217(2AA) of the
Act
The directors hereby confirm that-
* in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
* the directors have selected such accounting policies and applied them
consis- tently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2013 and the profit for the year ended on
that date;
* the directors have taken proper and sufficient care of the
maintenance of ade- quate accounting records in accordance with the
provisions of the Act for safe- guarding of the assets of the Company
and for preventing and detecting fraud and other irregularities;
* the directors have prepared the annual accounts on accrual basis
following the historical cost convention in accordance with Accounting
Standards referred to in Section 211 (3C) and other requirements of the
Companies Act, 1956.
Particulars of Conservation of Energy. Technology Absorption. Foreign
Exchange Earnings and Outgo
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read with Companies (Disclo- sure of Particulars in the
Report of the Board of Directors) Rules, 1986 and under section 217(2A)
read with Companies (Particulars of Employees) Rules, 1975, of the Act
is set out here under.
SN Particulars Disclosure
1. Conservation of Energy and The company continued to accord
Power consumption priority to conservation of energy
and is continuing its efforts to
utilise energy more efficiently.
2. Technology Absorption and The company has not absorbed any
Research & Development technology or any research & no
development work has been carried
out.
3. Foreign Exch. - Earnings Nil
Outgo Nil
4. Particulars of Employees There are no employees of the
category specified in section
217(2A)
Auditors
The current Auditor M/s. Manoj Mehta & Co., Chartered Accountants,
retire at the conclusion of the ensuing annual general meeting and
being eligible, the members are requested to approve their
re-appointment.
None of the Directors of the Company are interested in passing of the
said Resolution.
Acknowledgements
The Board wishes to place on record their appreciation for the sincere
efforts of the Director, employees and the co-operation extended by the
Bankers, Shareholders, clients & associates for there continue support
towards the conduct of the Company.
On behalf of the board
Sd/- Sd /-
Director Director
Surat, 2nd September, 2013
Mar 31, 2010
Dear Members,
The directors have pleasure in presenting the Twenty First Annual
Report of the Company fbrtheyearended31stMarch,2010.
FINANCIALRESULTS
The performance of the Company for the financial year ended 31st March
2010 is summa- rized
under:
S.
NO. PARTICULARS 31-03-2010 31-03-2009
1. Total Sales/Income 444000
2. Net profit/loss before
depreciation & tax 94470 -243067
3. Depreciation
4. Net Profit/loss before Taxation 94470 -243067
5. Provision for tax (incl. deferred taxes) 29191
6. Net Profit/loss after tax 65279 -243067
7. [Appropriations/ Preliminary Expenses
W/off. 38346
8. Balance brought forward -35625062 -35381995
9. Balance carried forward -35521437 -35625062
REVIEWOFOPERATIONS
As can be seen from the financial statements of your company your
company does not own fixed assets.The company has notcarriedoutany
manufacturingactivity during the year.
However, your company hopes to do better in future. Your Company is
working out the futoestrategyac corkglyandpursuing the business from
the other objects of the company mainly from the trainingandconsul
tancyservices.
DIVIDEND
Your board does notre commend any dividend sonequity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act,1956 (hereinafter"the
Act"and anyre ference of sectionpertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION
217(2AA)OFTHEACT
Thedirectorsherebyconfirmthat-
in the preparation of the annual accounts, the applicable accounting
standards have been
followedalongwithproperexplanationrelatingtomaterialdepartures;
the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2010 and the profit & loss
accountfortheyearendedonthatdate;
the directors have taken proper and sufficient care of the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the
assetsoftheCompanyandforpreventinganddetectingfraudandother
irregularities; the directors have prepared the annual accounts on
accrual basis following the historical convention in accordance with
Accounting Standards referred to in Section 211(3C)
andotherrequirementsoftheCompaniesAct,1956.
DIRECTORATE
Your Boardcomprisesofefficientandabledirectorswhohavevastexperiencein
this lineof business. During the year Mr. Dhansukhbhai Panchal,
Director of the Company retires by rotationat the ensuing Annual
General Meeting and being eligible, offers himself forre- appointment.
The directors of the company are in a process of filing of annual
filing with the concerned ROC and thus in a process of removing the
disqualification as per section 274(l)(g) of the CompaniesAct,1956.
All the appointment of the Directors of the company are in compliance
with the provisions of the Companies Act.
CORPORATE GOVERNANCE
Report on Corporate Governance along with Certificate of the Auditors
of your Company pursuant to clause 49 of the Listing Agreement with the
Stock Exchanges, have been
includedinthisReportasAnnexure-AandtheAuditors''Report.
In terms of sub-clause (v) of Clause 49 of the Listing Agreement,
Certificate of CEO/CFO, inter alia, confirming the correctness of the
financial statements, adequacy of internal control measures and
reporting of matters to the Audit Committee in terms of the said
Clause,isalsoenclosedasapartoftheReportsmentionedabove.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read win Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1986 and under section 217(2A)read
with Companies (Particulars of Employees) Rules, 1975, ofthe Act is
setout hereunder.
S.NO. PARTICULARS DISCLOSURE
1. Conservation of Energy and The company continued to accord priority
to Power consumption conservation of energy and is continu ing its
efforts to utilize energy more efficiently.
2. Technology Absorption and The company has not absorbed any Research
& Development technology or any research & no development work has been
carried out.
3. Foreign Exch. Outgo Nil
4. Particulars of Employees There are no employees of the category
specified under section 217(2A).
AUDITORS
The current Auditor M/s. Manoj Mehta & Co., Chartered Accountants,
retire at the Conclusion of the ensuing annual general meeting and
being eligible offers himself for re- appointment as Auditor for the
ensuing year.
None of the Directors of the Compan yare interestedinpassing of thesaid
Resolution.
ACKNOWLEDGEMENTS
The Board wishe stop laceonrecord the irappreciation for thesincereef
fort softhe employ- ees and the co-operation extended by the Bankers,
Shareholders, clients & associates for the recontinue support towards the conduct of the Company.
By order of the board
Sd/-
Chr.&Mg.
Director
Surat,30h June,2010
Mar 31, 2009
Dear Members,
The directors have pleasure in presenting the Twentieth Annual Report
of the Company for the year ended 31st March, 2009.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2009 is summarized as under:
S.
NO. PARTICULARS 31-03-20091 31-03-2008
1. Total Sales/Income - -
2. Net profit/loss before
depreciation & tax 243067 -242567
3. Depreciation - -
4. Net Profit/loss before Taxation -243067 -242567
5. Provision for tax (incl.
deferred taxes) - -
6. Net Profit /loss after tax -243067 -242567
7. Appropriations - -
8. Balance brought forward -35381995 -35139428
9. Balance carried forward -35625062 -35381995
REVIEW OF OPERATIONS
As can be seen from the financial statements of your company, your
company does not own fixed assets.
The company has not carried out any manufacturing activity during the
year.
However, your company hopes to do better in future. Your Company is
working out the future strategy accordingly and hence searching options
for pursuing the business from the other objects of the company mainly
from the training and consultancy services.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE
ACT
The directors hereby confirm that-
- in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
- the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2009 and the profit & loss account for
the year ended on that date;
- the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
- the directors have prepared the annual accounts on accrual basis
following the historical cost convention in accordance with Accounting
Standards referred to in Section 211(3C) and other requirements of the
Companies Act, 1956.
DIRECTORATE
Your Board comprises of efficient and able directors who have vast
experience in this line of business.
During the year Mr. Pradip B Shah, Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
The directors of the company are in a process of filing of annual
filing with the concerned ROC and thus in a process of removing the
disqualification as per section 274(1)(g) of the Companies Act, 1956.
All the appointment of the Directors of the company are in compliance
with the provisions of the Companies Act.
AUDITORS
''The current Auditor Mr. R.G.Parwal, Chartered Accountants, retire at
the Conclusion of the ensuing annual general meeting and being
preoccupied with his professional duties, has expressed his inability
to continue as Auditors of the Company and there for has informed the
Company not to reappoint him as Auditor for the ensuing year.
None of the Directors of the Company are interested in passing of the
said Resolution.
ACKNOWLEDGEMENTS
The Board wishes to place on record their appreciation for the sincere
efforts of the employees and the co-operation extended by the Bankers,
Shareholders, clients & associates for their continue support towards
the conduct of the Company.
On behalf of the board
Sd/-
(PRADIP SHAH)
SURAT, 11th SEPTEMBER, 2009
Director
Mar 31, 2008
Dear Members,
The directors have pleasure in presenting the Nineteenth Annual Report
of the Company for the year ended 31st March, 2008.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2008 is summarized as under:
S.NO. PARTICULARS 31-03-20081 31-03-2007
1. Total Sales/Income - -
2. Net profit/loss before
depreciation & tax 242567 -242607
3. Depreciation - -
4. Net Profit/loss
before Taxation 242567 242607
5. Provision for tax
(incl. deferred taxes)_ - -
6. Net Profit /loss after tax 242567 242607
7. Appropriations - -
8. Balance brought forward 35139428 34896821
9. Balance carried forward 35381995 35139428
REVIEW OF OPERATIONS
As can be seen from the financial statements of your company, your
company does not own fixed assets.
The company has not carried out any manufacturing activity during the
year.
However, your company hopes to do better in future. Your Company is
working out the future strategy accordingly.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE
ACT
The directors hereby confirm that-
- in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
- the directors have selected such accounting policies and applied
the consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2008 and the profit & loss account for
the year ended on that date;
- the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
- the directors have prepared the annual accounts on accrual basis
following the historical cost convention in accordance with Accounting
Standards referred to in Section 211(3C) and other requirements of the
Companies Act, 1956.
DIRECTORATE
Your Board comprises of efficient and able directors who have vast
experience in this line of business. During the year Mr. Vishal K
Gada, Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
The directors of the company are in a process of filing the annual
filings with the concerned ROC and thus are in a process of removing
the disqualification as per section 274(1)(g) of the Companies Act,
1956.
All the appointment of the Directors of the company are in compliance
with the provisions of the Companies Act.
AUDITORS
''The Auditor Mr.R.G.Parwal, Chartered Accountants, has offered his
services as an auditor of the company for the current year.
None of the Directors of the Company are interested in passing of the
said Resolution.
ACKNOWLEDGEMENTS
The Board wishes to place on record their appreciation for the sincere
efforts of the employees and the co-operation extended by the Bankers,
Shareholders, clients & associates for their continue support towards
the conduct of the Company.
On behalf of the board
Sd/-
(PRADIP SHAH)
SURAT, 1th SEPTEMBER, 2008
Mar 31, 2007
The directors have pleasure in presenting the Eighteenth Annual Report
of the Company for the year ended 31st March, 2007.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2007 is summarized as under:
S.
NO. PARTICULARS 31-03-2007 31-03-2006
1. Total Sales/Income
2. Net profit/loss before
depreciation & tax -242607 -469286
3. Depreciation
4. Net Profit/loss before Taxation -242607 -469286
5. Provision for tax (incl.
deferred taxes)
6. Net Profit /loss after tax -242607 -469286
7. Appropriations
8. Balance brought forward -34896821 -34427535
9. Balance carried forward -35139428 -34896821
REVIEW OF OPERATIONS
As can be seen from the financial statements of your company, your
company does not own fixed assets.
However, your company hopes to do better in future. Your Company is
working out the future strategy accordingly.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE
ACT
The directors hereby confirm that- - in the preparation of the annual
accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures; - the
directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2007 and the profit & loss account for
the year ended on that date;
- the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
- the directors have prepared the annual accounts on accrual basis
following the historical cost convention in accordance with Accounting
Standards referred to in Section 211(3C) and other requirements of the
Companies Act, 1956.
DIRECTORATE
Your Board comprises of efficient and able directors who have vast
experience in this line of business.
During the year Mr. Dhansukhbhai Panchal, Director of the Company
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
The directors are in a process of filing the annual filings with the
ROC, Ahmedabad, and thus trying to remove the disqualification as per
section 274(1)(g) of the Companies Act, 1956..
All the appointment of the Directors of the company are in compliance
with the provisions of the Companies Act.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1986 and under section 217(2A) read
with Companies (Particulars of Employees) Rules, 1975, of the Act is
set out here under.
S.NO. PARTICULARS DISCLOSURE
1. Conservation of Energy and The company continued to accord priority
to conservation of Power consumption energy and is continuing its
efforts to utilize energy more efficiently.
2. Technology Absorption and The company has not absorbed any
technology or any research & Research & Development no development work
has been carried out.
3. Foreign Exch. - Earnings Nil
Outgo Nil
4. Particulars of Employees There are no employees of
AUDITORS
The Auditor Mr.R.G.Parwal, Chartered Accountants, has offered his
services as an auditor of the company for the current year.
None of the Directors of the Company are interested in passing of the
said Resolution.
ACKNOWLEDGEMENTS
The Board wishes to place on record their appreciation for the sincere
efforts of the employees and the co-operation extended by the Bankers,
Shareholders, clients & associates for there continue support towards
the conduct of the Company.
On behalf of the board
Sd/-
(PRADIP SHAH)
SURAT, 1TH SEPTEMBER, 2007 Director
Mar 31, 2006
Dear Members,
The directors have pleasure in presenting the Seventeenth Annual
Report of the Company for the year ended 31st March, 2006.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March
2006 is summarized as under:
S.
NO. PARTICULARS 31-03-2006 31-03-2005
1. Total Sales/Income 5760131
2. Net profit/loss before
depreciation & tax -469286 -5276739
3. Depreciation
4. Net Profit/loss before Taxation -469286 -5276739
5. Provision for tax (incl. deferred taxes)
6. Net Profit /loss after tax -469286 -5276739
7. Appropriations
8. Balance brought forward -34427535 -29150196
9. Balance carried forward -34896821 -34427535
REVIEW OF OPERATIONS
As can be seen from the financial statements of your company, your
company does not own fixed assets.
However, your company hopes to do better in future. Your Company is
working out the future strategy accordingly.
DIVIDEND
Your board does not recommend any dividends on equity shares for the
year.
FIXED DEPOSITS
The Company has not invited any deposits from the public within the
meaning of sections 58A of the Companies Act, 1956 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of deposits) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 2l7(2AA) OF THE
ACT
The directors hereby confirm that-- in the preparation of the annual
accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures; - the
directors have selected such accounting policies and applied them
Consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2006 and the profit & loss account for
the year ended on that date;
- the directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;
- the directors have prepared the annual accounts on accrual basis
following the historical cost convention in accordance with Accounting
Standards referred to in Section 211(3C) and other requirements of the
Companies Act, 1956.
DIRECTORATE
Your Board comprises of efficient and able directors who have vast
experience in this line of business. During the year Mr. Pradip B Shah,
Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
All the appointment of the Directors of the company are in compliance
with the provisions of the Companies Act.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO
Particulars with respect to conservation of Energy, Technology
absorption and foreign exchange earning & outgo pursuant to section
217(i)(e) read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1986 and under section 217(2A) read
with Companies (Particulars of Employees) Rules, 1975, of the Act is
set out here under.
S.NO. PARTICULARS DISCLOSURE
1. Conservation of Energy and The company continued to accord priority
to conservation of Power consumption energy and is continuing its
efforts to utilize energy more efficiently.
2. Technology Absorption and The company has not absorbed any
technology or any research & Research & Development no development work
has been carried out.
3. Foreign Exch. - Earnings Nil Outgo Nil
4. Particulars of Employees There are no employees of
AUDITORS
''The Auditor Mr.R.G.Parwal, Chartered Accountants, has offered his
services as an auditor of the company for the current year.
None of the Directors of the Company are interested in passing of the
said Resolution.
ACKNOWLEDGEMENTS
The Board wishes to place on record their appreciation for the sincere
efforts of the employees and the co-operation extended by the Bankers,
Shareholders, clients & associates for there continue support towards
the conduct of the Company.
On behalf of the board
Sd/-
(PRADIP SHAH)
SURAT, 12TH AUGUST, 2006 Director
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ഓഹരി വിപണി 11 മാസത്തെ താഴ്ചയില്, നിഫ്റ്റി, സെന്സെക്സ് കൂപ്പുകുത്തി, കാരണങ്ങളറിയാം -
പശ്ചിമേഷ്യന് സംഘര്ഷം; ഇന്ത്യന് ഓഹരി വിപണിയ്ക്ക് എന്ത് സംഭവിക്കും, എസ്ഐപി നിര്ത്തേണ്ടതുണ്ടോ? -
ഇന്ത്യന് ഓഹരി വിപണി വെള്ളിയാഴ്ച കൂപ്പുകുത്തി, കാരണങ്ങളും ഭാവി സൂചനകളും അറിയാം -
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