Your Directors present the 25TH ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2018 19 ended 31st March 2019.
1. FINANCIAL RESULTS :
| || ||(Rs. in Lakh) |
|Particulars ||2018-19 ||2017-18 |
|Profit before Interest and Depreciation ||41.72 ||33.58 |
|Less : Interest ||0.01 ||0.16 |
|Profit before Depreciation ||41.71 ||33.42 |
|Less: Depreciation ||6.67 ||13.57 |
|Profit before Tax ||35.04 ||19.85 |
|Less: Current Tax ||7.3 ||6.90 |
|(Add): Tax in respect of earlier years ||(0.02) ||- |
|Add: Adjustment for Deferred Tax Asset/ (Liabilities) ||4.7 ||3.11 |
|Profit after Tax ||23.06 ||16.06 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2019 and date of this report.
In view of the insufficient profit during the year as well as accumulated losses theBoard of Directors are unable to recommend any dividend on the Equity Shares for the yearunder review.
3. PRODUCTION SALES AND WORKING RESULTS:
There was no production/ sale of Wheat Flour during the year under review and duringthe previous year.
The Company has suspended its operations of Wheat Grinding w.e.f. 1st February 2015.
Your Company has achieved during the year Profit before Interest and Depreciation ofRs. 41.72 lakh as compared to Rs. 33.58 lakh during 2017-18. After charging for financecost and Depreciation the Company has Profit before tax of Rs. 35.04lakh as compared toLoss of Rs. 19.85 lakh during 2017-18. After providing for current taxes and makingadjustments for deferred tax the Profit after tax stood at Rs. 23.06 lakh compared toProfit of Rs. 16.06 lakh during 2017-18. After bringing forward debit balance of Profitand Loss account of Rs. 43.19 lakh the debit balance of Rs. 20.13 lakh has beentransferred to Balance Sheet.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2019-20.
5. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2019 was Rs. 302.16 Lakh. Ason 31st March 2019 the Company has neither issued shares with differential voting rightsnor granted stock options nor issued sweat equity shares. None of the Directors of theCompany hold any convertible instruments.
The Company has not transferred any amount to General Reserve during the year underreview.
6.1 Mr. Sunil S. Ahuja retires by rotation in terms of the Articles of Association ofthe Company.
However being eligible offers himself for reappointment.
6.2 Mr. Ishwar Hemnani had resigned from the office of Director w.e.f. 8th January2019.
6.3 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Mr. Arvindkumar Thakkar as an Independent Director of the Companyfor a second consecutive term of 5 years from the conclusion of this 25th AGM up to theconclusion of the 30th AGM respectively and he will not be liable to retire by rotation.
6.4 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
6.5 Brief profile of the Directors being appointed and re-appointed as required underRegulations 36(3) of Listing Regulations 2015 and Secretarial Standard on GeneralMeetings and the justification for appointment/reappointment of Independent Directors areprovided in the notice for the forthcoming AGM of the Company.
6.6 The Board of Directors duly met 8 times during the financial year under review.
6.7 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
6.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable 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 2019 beingend of the financial year 2018-19 and of the Profit 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.
7. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
SUPER BAKERS (INDIA) LIMITED
8. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
|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 ||Rs. 600000/- ||- ||NIL |
The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company'swebsitewww.superbread.com
9. KEY MANAGERIAL PERSONNEL:
|Sr. No. ||Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|1. ||Mr. Anil S. Ahuja ||Managing Director ||0.00 |
|2. ||Mr. Thakur Dayaldas Jaswani ||Chief Finance Officer ||0.00 |
|3. ||Ms. Disha Nankani* ||Company Secretary ||N.A. |
* Appointed as Company Secretary and Compliance Officer w.e.f. 15th November 2018
10. PERSONNEL AND H. R. D.:
10.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.
As the operations of the Company have been suspended there is no material informationto be provided. The relationship between average increase in remuneration and Company'sperformance is as per the appropriate performance benchmarks and reflects short and longterm performance objectives appropriate to the working of the Company and its goals.
10.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
11. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.superbread.com
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of suspension of Manufacturing activities throughout the year there is noinformation required under Section 134(3)(m) of the Companies Act 2013 and rule 8(3) ofCompanies (Accounts) Rules 2014 relating to the conservation of Energy and TechnologyAbsorption. The Company has not earned or spent any amount in Foreign Currency.
13. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure A.
14. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B.
As regards the observation of the Auditors the Company has yet not taken specialefforts to collect copy of PAN and bank account details of all securities holders holdingsecurities in physical form pursuant to Point 12 of para II of Annexure to the SEBICircular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/ 73 dated 20th April 2018.
15. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C. The same is also available on the Company's website at www.superbread.com.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
At the 24th Annual General Meeting held on 25th September 2018 M/s. O. P. Bhandari& Co. Chartered Accountants Ahmedabad was appointed as Statutory Auditors of theCompany to hold office for the period of 5 years i.e. for the financial years 2018-19 to2022-23.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts. 17.2 INSURANCE: The movable and immovable properties of the Company includingplant and Machinery and stocks wherever necessary and to the extent required have beenadequately insured against the risks of fire riot strike malicious damage etc. as perthe consistent policy of the Company. 17.3 DEPOSITS: The Company has not accepted duringthe year under review any Deposits and there were no overdue deposits.
17.4 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.
17.5 SUBSIDIARIES/ ASSOCIATES/ JVs:
The Company does not have any Subsidiaries/ Associate Companies / JVs.
17.6 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.
17.7 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.
17.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
17.9 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
17.10 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
18. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
19. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN allotted is INE897A01011.
20.1 The Company's Income-tax Assessment has been completed up to the Assessment Year2014-15 and Sales tax Assessment is completed up to the Financial Year 2014-15.
20.2 The Company has not availed any Working Capital Facilities.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
| ||for and on behalf of the Board |
|Place : Ahmedabad ||Shankar T. Ahuja |
|Date : 18th July 2019 ||Chairman |