sumuka agro industries ltd share price Directors report


To

The Members

Sumuka Agro Industries Limited

(Formerly known as Superb Papers Limited)

Your directors have pleasure in presenting the 34th Annual Report on the business and operations of the Company for the year ended March 31, 2023.

1. Financial Performance:

The financial performance of the Company for the financial year ended March 31, 2023 is summarized as under:

(Amount in Lakhs)

PARTICULARS

31/03/2023 31/03/2022
Total Sales Income from Operations 2,788.04 138.86
Other Income 3.35 -
Net Profit/(loss) before depreciation 316.49 33.49
Depreciation 4.85 1.86
Net Profit/(loss) before taxation 311.64 31.63
Current Tax 79.48 6.00
Deferred Tax 0.14 2.05
Net Profit/(loss) after tax 232.02 23.58
Balance carried forward 232.02 23.58

2. Performance Review

During the year under review, the Company earned total revenue of Rs. 27,88,03,996/- as against Rs. 13,885,638 /- in the previous year. A profit of Rs. 2,32,01,770 /- (8.31% of Total Revenue) was reported during the financial year under review, as compared to a profit of Rs. 23,58,336 /- (16.98% of previous years 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 2022-2023.

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, 2023 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 online, 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 Companys 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, 2023.

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. Sunil Swami having DIN : 07617208 as Additional Non-Executive Independent director of the Company w.e.f. October 22,2022.

During the year under review, Mr. Jammelur Rehman having DIN : 08200124 had resigned from the post of Non-Executive Independent director of the Company w.e.f. October 22,2022.

During the year under review, Ms. Shilpa M.R. and Amitkumar Rathi, additional directors of the company have been regularised at the 33rd Annual General Meeting of the Company held on 24th September, 2022

Further, during the year under review, CS Akash Parekh having Membership No. A59966 had resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. December 17,2022. Further, to fill the Vacancy board has also appointed CS Mona Poriya having Membership No. A47291 as Company Secretary and Compliance officer of the Company w.e.f. December 17,2022.

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, 2023 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 herself for re-appointment. Your directors recommend his re-appointment.

11. Share Capital

During the year under review, the consent of the Members of the Company vide meeting dated May 11,2023 was accorded to increase the existing Authorized Share Capital of the Company of 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of Face Value of 10/- (Rupee Ten Only) each to 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 by addition of 15,00,000 (Fifteen Lakhs) Equity Shares of Face Value of 10/- (Rupee Ten Only) each.

During the year under review, Members has allotted there consent to issue and allot 16,66,670 Equity Shares of the Company, each having face value of 10/, at a price of 30.30/- per Equity Share and for an aggregate consideration of 5,05,00,101/- (Rupees Five Crores Five Lakhs One Hundred and One Only), on a preferential basis. Post Preferential allotment total paid-up Equity share capital of the company was increased from 5,44,05,000/- to . 71071700.

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, 2023 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 is intending to initiate the process of recovering loans and advances granted to Companies whose names have been struck off from the list of registered companies by the Registrar of Companies, Gujarat and Mumbai. 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 Modi & Associates, Company Secretaries in Whole-time Practice (ACS no. 39502, C P No.19429), has been appointed to conduct Secretarial Audit for the financial year 2022- 23.

M/s Vanshree Modi & 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 2022-23. 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, 2023, 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 Companys 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 10 (Ten) 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, 2023, 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 arms 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 Companys 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. Sunil Swami (members) and Ms. Shaili Patel (members) as on March 31, 2023. 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 6 (Six) 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 31,2022 Mr. Sunil Swami (Chairman), 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 7 (Seven) 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, 2023. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Company had 5 (Five) 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 accordances with managements 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, which is also placed before the Audit Committee,

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. Companys 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 Boards 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 Companys 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

There are no material changes and commitments which could affect the Companys financial position have occurred between the Financial Year ended 31st March, 2023 to which financial statements relates and date of this report.

However, Company has approved the raising of funds of Rs. 5,05,00,101/- by allotment of 16,66,670 equity shares of Rs.10/- each of the Company at an issue price of Rs. 30.30 per equity shares after the financial year end.

Further, Ms. Shaili Patel and Mr. Ghanshyam Patel, acquirer along with Persons acting in concert have initiated the process of open offer for acquisition of shares of the Company.

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 Companys 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.

For Sumuka Agro Industries Limited

(Formerly known as Superb Papers Limited)

Sd/-

Sd/-

Mr. Paresh Thakker

Ms. Shaili Patel

Chairman & Managing Director

Director & CFO

DIN: 07336390

DIN: 07836396

Place: Mumbai

Date: 28th August, 2023