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Super Bakers (India) Ltd.

BSE: 530735 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE897A01011
BSE 15:33 | 27 Mar 2018 Super Bakers (India) Ltd
NSE 05:30 | 01 Jan 1970 Super Bakers (India) Ltd
OPEN 11.70
PREVIOUS CLOSE 11.67
VOLUME 100
52-Week high 12.25
52-Week low 4.25
P/E 13.60
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.70
CLOSE 11.67
VOLUME 100
52-Week high 12.25
52-Week low 4.25
P/E 13.60
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Super Bakers (India) Ltd. (SUPERBAKERSI) - Director Report

Company director report

Dear Shareholders

Your Directors present the 21ST ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2014-15 ended 31 st March 2015.

1. FINANCIAL RESULTS :

(Rs. in Lacs)
Particulars 2014-15 2013-14
Profit before Interest and Depreciation 7.47 24.84
Less : Interest 7.07 6.98
Profit before Depreciation 0.40 17.87
Less : Depreciation 13.74 14.06
Profit / (Loss) before Tax (13.34) 3.81
Less : Provision for Taxation - 1.71
Less: Deferred Tax Assets / Liabilities 6.10 0.09
Less : Short Provision for the earlier years 0.32 3.06
(Loss) after Tax (19.76) (1.05)
Add : Opening (debit) balance of Profit & Loss Account (19.49) (18.44)
Less: IT Block Assessment written off 34.33 -
(Debit) Balance carried to Balance Sheet (73.58) (19.49)

There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1 st April 2015 and date of this report.

2. DIVIDEND:

In view of the insufficient profit during the year as well as accumulated losses theBoard of Directors are unable to recommend any dividend on the Equity Shares for the yearunder review.

3. PRODUCTION SALES AND WORKING RESULTS:

The production of Wheat Flour during the year under review was 7234 M.T. compared to8542 M.T. during 2013-14. The Company has leased out its Plastic Packaging Unit. The Salesduring the year under review stood at ` 1404 lacs compared to ` 1547 lacs during 2013-14.

The Company has suspended its operations of Wheat Grinding w.e.f. 1 st February 2015.

Your Company has achieved during the year Profit before Interest and Depreciation of `7.47 lacs as compared to ` 24.84 lacs during 2013-14. After charging for finance cost andDepreciation the Company has incurred loss before tax of ` 13.34 lacs as compared toprofit of ` 3.81 lacs during 2013-14. Tax in respect of earlier years of ` 0.32 Lacs anddeferred tax liabilities of ` 6.10 lacs the loss after tax stood at ` 19.76 lacs comparedto loss of ` 1.05 lacs during 2013-14. After bringing forward debit balance of Profit andLoss accounts of ` 19.49 lacs and adjustment for IT Block Assessment written off of `34.33 lacs the debit balance of ` 73.58 lacs has been transferred to Balance Sheet.

4. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited BSELimited and Vadodara Stock Exchange Limited. The Company is generally regular in paymentof Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16 toAhmedabad Stock Exchange Limited and BSE Limited.

5. DIRECTORS:

5.1 Mr. Ishwarlal B. Dewani resigned and Mr. Arvindkumar P. Thakkar has been appointedas Director of the Company w.e.f. 29 th July 2014.

5.2 Mr. Prakash B. Ahuja retires by rotation in terms of the Articles of Association ofthe Company.

However being eligible offers himself for reappointment.

5.3 The Board of Directors duly met 5 times during the financial year under review.

5.4 The Board has made necessary evaluation of its own performance and that of itscommitments and of individual Directors.

5.5 The performance evaluation of the Executive and Non-Executive Directors was carriedout by at the meeting of the Independent Directors held on 13 th February 2015.

5.6 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2015 beingend of the financial year 2014-15 and of the Loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. MANAGERIAL REMUNERATION:

6.1 REMUNERATION OF DIRECTORS:

There has been no increase in remuneration payable to Managing Director.

Sr. No. Name of the Director & Designation Remuneration for the year % increase over last year Commission received from Holding/ Subsidiary
1. Anil S. Ahuja – Managing Director ` 540000 NIL NIL

The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. The Relationship of remuneration to performance is clearand meets appropriate performance benchmarks. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.

6.2 MARKET CAPITALISATION:

Sr. No. Particulars As on 31-03-2014 As on 31-03-2015
1. No. of Shares 3021600 3021600
2. Market price 3.14 7.30
3. Market Capitalisation (Rs. In lacs) 94.88 220.58
4. EPS - -
5. P/E Ratio - -

7. KEY MANAGERIAL PERSONNEL:

7.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

There is no increase in remuneration payable to Mr. Anil S. Ahuja Managing Director.Mr. Thakur D. Jaswani CFO was appointed during the end of the year 2014-15 hence thereis no increase in remuneration.

7.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination &Remuneration Committee the Relationship of remuneration to KMP & performance ofCompany is clear and meets appropriate performance benchmarks.

8. PERSONNEL AND H. R. D.:

8.1 INDUSTRIAL RELATIONS

The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.

As the operations of the Company have been suspended there is no material informationto be provided. The relationship between average increase in remuneration andCompany’s performance is as per the appropriate performance benchmarks and reflectsshort and long term performance objectives appropriate to the working of the Company andits goals.

8.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.

9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to theDirectors’ Report.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.

11. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act 2013 Report onCorporate Governance and Management Discussion and Analysis (MDA) form part of this AnnualReport. A certificate regarding compliance with the conditions of Corporate Governance asstipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure- B.

12. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure – C. Asregards the observation of the Auditors the Company is in the process of identifying andappointing Whole-time Company Secretary and also updating website of the Company.

13. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attached herewith as Annexure– D.

14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate GovernanceReport.

15. GENERAL:

15.1. AUDITORS:

The present Auditors of the Company M/s. T. K. Tekwani & Co. CharteredAccountants Ahmedabad will retire at the ensuing 21 st Annual General Meeting. TheCompany has obtained from them consent to the effect that their reappointment as Auditorsof the Company for period of 2 years commencing from the Financial Year 2015-16 to2016-17 if made will be in accordance with the provisions of Section 139 and 141 of theCompanies Act 2013. The remarks of Auditor are self explanatory and have been explainedin Notes on Accounts.

15.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.

15.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.

15.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

15.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

15.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

15.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

15.8 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

16. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. allotted is INE897A01011.

17. FINANCE:

17.1 The Company’s Income-tax Assessment has been completed up to the AssessmentYear 2010-11 and Sales tax Assessment is completed up to the Financial Year 2009-10.

17.2 The Company has not availed any Working Capital Facilities. The Company is regularin payment of EMI to Axis Bank Limited and HDFC Bank Limited for Car loan.

18. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.

for and on behalf of the Board
Place : Ahmedabad Anil S. Ahuja Shankar T. Ahuja
Date : 29 th July 2015 Managing Director Director