Sumuka Agro Industries Ltd Directors Report.

To

The Members

Sumuka Agro Industries Limited (formerly known as Superb Papers Limited)

Your Directors have pleasure in presenting the 31stAnnual Report of the Company for the year ended March 31, 2020.

1. Financial Results

The performance of the Company for the financial year ended March 31, 2020 is summarized as under:

SN Particulars 31-03-2020 (?) 31-03-2019 (?)
1. Total Sales / Income from Operations 48,71,524 1,43,18,033
2. Other Income 0 1,50,122
3. Net profi/(loss) before depreciation 4,55,247 (28,32,599)
4. Depreciation 3,29,681 3,22,565
5. Net proft/(loss) before taxation 1,25,566 (31,55,164)
6. Provision for taxation (incl. deferred taxes) 36,246 -
7. Net proft/(loss) after tax 89,320 (31,55,164)
8. Appropriation/preliminary expenses w/off 0 0
9. Balance carried forward 89,320 (31,55,164)

2. Global Pandemic - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In our country, businesses are being forced to close the operations for long periods of time due to lockdown declared by Govt. of India. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses resulting in an economic slowdown. COVID-19 is adversely impacting business operation of the company. For the Company, the focus shifted to ensure the health and well-being of all employees. The Company has been shut down during the lockdown period in order to ensure health and safety of employees. The Company has implemented Work from Home policy.

3. Performance Review

During the year under review, the Company earned total revenue of Z 48,71,524/- as against Z 1,43,18,033/- in the previous year. A profit of Z 89,320/- (1.83% of Total Revenue) was reported during the financial year under review, as compared to a loss of Z 31,55,164/- (22.03% of previous years Total Revenue) for the previous financial year.

4. Dividend

Your Board does not recommend any dividend on equity shares during the year.

5. Reserve

There is no amount proposed to be transferred to general reserve this year.

6. Presentation of Financial Statements

The Financial Statements for the year ended March 31, 2020 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.

7. Change in Nature of Business

The Company is engaged in the business of Trading of a wide array of Dry Fruits Products. There was no change in nature of business activity during the year.

8. 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.

9. 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/SUPRBPA.

The Companys Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE311N01016. As on March 31, 2020, 5398900 equity shares representing 99.24% of

the total shares have been dematerialized.

10. Details of Subsidiary, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or an Associate Company.

11. Directors and Key Managerial Personnel

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Anita Joshi, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. Your Directors recommend her reappointment.

The term of office of Mr. Nishit Doshi as an Independent Director, will expire on May 29, 2021. The Board of Directors, based on the performance evaluation and as per the recommendation of the Nomination & Remuneration Committee has recommended re-appointment of Mr. Nishit Doshi, as an Independent Director of the Company for the second term of 5 (five) consecutive years on the expiry of his current term of office. The Board considers that, given his background, experience and contributions made by him during his tenure, the continued association of Mr. Nishit Doshi would be beneficial to the Company.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report. During the year under review, Ms. Shweta Singh has resigned from the services of the Company and has ceased to be Company Secretary and Compliance Officer of the Company w.e.f. August 23, 2019. Mr. Paresh Thakker , Managing Director had appointed as Compliance officer of the Company w.e.f. August 24, 2019 in place of Ms. Shweta Singh to undertake all LODR and SEBI related compliances until appointment of new Company Secretary.

On August 6, 2020 Mr. Paresh Thakker resigned as Compliance Officer of the Company. The Company has appointed Mr. Aakash Parekh, as Company Secretary and Compliance Officer of the Company, a Key Managerial Personnel w.e.f. August 7, 2020.

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 Act & regulations 16 (1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. 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, 2020 is as follows:

Mr. Paresh Thakker - Chairman & Managing Director Ms. Pinki Vora - Chief Financial Officer

12. Share Capital

The paid up Equity share capital as at March 31, 2020 stood at Z 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.

13. 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, 2020 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.

14. Extract of Annual Return:-

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure A which forms an integral part of this Report and is also available on the Companys website i.e www.sumukaagro.com

15. Statutory Auditors and Auditors Report

Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. Haren Shah & Co., Chartered Accountants, (FRN: 103501W), were appointed as Statutory Auditors of the Company by the Members at the 28th Annual General

Meeting (AGM) held on September 28, 2017, to hold office from the conclusion of 28 th AGM until the conclusion of the 33rd AGM of the Company. The Ministry of Corporate Affairs has vide notification dated May 7, 2018 obliterated the requirement of seeking Members ratification at every AGM on appointment of Statutory Auditor during their tenure of 5 years.

During under the year under review, following were the qualifications of the Statutory Auditors of the Company along with the reply of the Management of the Company:

i. Certain companies, to whom the Company had given significant loans and/or advances amounting in total to 1 1,92,07,097/- (1 1,92,07,097/-), whose names have been stricken-off from the list of registered companies by the Registrar of Companies of Gujarat and Mumbai, operating under the Ministry of Corporate Affairs. These conditions indicate the existence of a material uncertainty of realising such loans/advances. Management has not provided for the losses arising out of non-realisation of such loans/advances but has instead stated them at their carrying amounts, which constitutes a departure from the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. The Companys records indicate that had management recognised such losses in the statement of profit and loss for the year, the carrying amounts of the loans/advances in the balance sheet would have been reduced by the said amounts at March 31, 2020, and the net income and shareholders equity would have been reduced by the same amounts respectively.

Management Reply: The Company has given loan /or advances amounting in total to 1 1,92,07,097/- to certain companies from which some of the companies names has been stricken-off from the list of registered companies by the Registrar due to certain reason. We are undergoing through all the formalities & follow-ups to recover back all of the outstanding amounts from management of the companies. We are trying that in mere future same shall we recovered.

16. Secretarial Auditors & Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Hetal Doshi & Associates, Company Secretaries in Whole-time Practice (FCS no. 9278, C P No. 9510), was appointed to conduct Secretarial Audit for the year ended March 31, 2020.

M/s Hetal Doshi & Associates,, Practicing Company Secretaries has submitted report on the Secretarial Audit which is attached as "Annexure B" and forms a part of this report.

During under the year under review, following were the observation/qualifications of the Secretarial Auditors of the Company along with the reply of the Management of the Company:

i. Certain companies, to whom the Company had given significant loans and/or advances amounting in total to 1 1,92,07,097/- (1 1,92,07,097/-), whose names have been stricken-off from the list of registered companies by the Registrar of Companies of Gujarat and Mumbai, operating under the Ministry of Corporate Affairs. These conditions indicate the existence of a material uncertainty of realising such loans/advances. Management has not provided for the losses arising out of non-realisation of such loans/advances but has instead stated them at their carrying amounts, which constitutes a departure from the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. The Companys records indicate that had management recognised such losses in the statement of profit and loss for the year, the carrying amounts of the loans/advances in the balance sheet would have been reduced by the said amounts at March 31, 2020, and the net income and shareholders equity would have been reduced by the same amounts respectively.

Management Reply: The Company has given loan /or advances amounting in total to 1 1,92,07,097/- to certain companies from which some of the companies names has been stricken-off from the list of registered companies by the Registrar due to certain reason. We are undergoing through all the formalities & follow-ups to recover back all of the outstanding amounts from management of the companies. We are trying that in mere future same shall we recovered.

ii. Ms. Shweta Singh, Company Secretary of the Company resigned w.e.f August 23, 2019 and there was no Company Secretary in the Company from August 24, 2019 till the end of March 2020. There was no qualified Company Secretary as the Compliance Officer of the Company w.e.f August 24, 2019 till August 6, 2020. Mr. Paresh Thakker, Managing Director of the Company was appointed as the Compliance Officer of the Company who was not a qualified Company Secretary. However, the Company has appointed Mr. Aakash Parekh as the Company Secretary & Compliance Officer w.e.f August 7, 2020.

Management Reply: After resignation of Ms. Shweta Singh as Company Secretary and Compliance Officer of the w.e.f August 23, 2019, the Board had appointed the Managing Director as the Compliance Officer to undertake all LODR and SEBI related compliances until appointment of new Company Secretary. Further, the Company is also simultaneously scheduling interviews for prospective candidates for undertaking appointment of Company Secretary. However, considering that such an appointment shall also be subject to the joining date of the selected candidate, and further due to COVID-19 lockdown period the same was not possible immediately.

The Company has identified candidate in month of July for the post of Company Secretary subject to notice period of his earlier employment. In Board Meeting dated August 7, 2020 we have appointed Mr. Aakash Parekh as Company Secretary & Compliance Officer of the Company.

iii. The composition of Nomination and Remuneration Committee is not in accordance with the Regulations 19 of the SEBI (Listing and Obligations Requirements) Regulations, 2015.

Management Reply: The Company is in the process of appointing an Independent Director for the duly constitution of Nomination and Remuneration Committee.

17. Internal Audit

Pursuant to the provisions of 138 of the Companies Act, 2013, M/s. Manish Dedhia & Associates has submitted his report for financial year ended March 31, 2020 to the Audit Committee and based on the report of internal audit, management has undertaken corrective actions in the respective areas and strengthened the levels of Internal Financial and other operational controls.

18. 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.

19. Corporate Governance

During the year under review, the Paid up Capital and Net Worth of the Company were less than Z 10 crores and Z 25 crores respectively as on March 31, 2020, 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 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.

20. Management Discussion & Analysis Report

The Management Discussion & Analysis Report is attached as "Annexure C" and forms a part of this report.

21. 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.

22. 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 - Nil

Foreign Exchange Used - Nil

23. 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.

24. 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 4 (Four) Board meetings during the financial year under review. The dates on which the Board meetings were held are May 30, 2019, August 14, 2019, November 14, 2019 & February 14, 2020.

25. 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.

26. Related Party Transactions:-

During the financial year ended March 31, 2020, no contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 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.

27. 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.

28. 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. Nishit Doshi (Chairman), Mr. Hitesh Chauhan and Mr. Paresh Thakker as on March 31, 2020. 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.

During the year 2019-20, 4 (Four) Audit Committee meetings were held on May 30, 2019, August 14, 2019, November 14, 2019 & February 14, 2020.

29. 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, 2020 Mr. Nishit Doshi (Chairman), Mr. Hitesh Chauhan and Mr. Paresh Thakker. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2019-20, 1 (One) Nomination and Remuneration Committee meetings were held on May 30, 2019.

30. 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. Nishit Doshi (Chairman), Mr. Hitesh Chauhan and Mr. Paresh Thakker as on March 31, 2020. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2019-20, 4 (Four) Stakeholders Relationship Committee meetings were held on June 18, 2019, August 14, 2019, November 14, 2019 & February 14, 2020.

31. 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.

32. 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, and such risk management policies are explained in more detail under clause K of Note 20 of Financial Statements. These policies are also placed on the official website of the Company i.e. www.sumukaagro.com .

33. Corporate Social Responsibility Committee

The Company has not applicable to constitute a Corporate Social Responsibility Committee due to non- fulfilment of any of the conditions pursuant to section 135 of the Companies Act, 2013.

34. 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.

35. 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 .

36. 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.

37. 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 behavior, 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

38. Disclosures under Section 134(3) (l) of the Companies Act, 2013

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company 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 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 record 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.

The Directors regret the loss of life due to COVID-19 pandemic in the Country and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

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 acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board For Sumuka Agro Industries Limited (formerly known as Superb Papers Limited)

Sd/-

Paresh Harishkumar Thakker Chairman & Managing Director DIN: 07336390

Place: Mumbai

Date: August 26, 2020

Form No. MGT-9 Extract of Annual Return

As on the financial year ended on March 31, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. Corporate Identity Number (CIN) L74110MH1989PLC289950
ii. Registration Date 26/06/1989
Name of the Company Sumuka Agro Industries Limited (formerly known as Superb Papers Limited)
Category / Sub-Category of the Company Company limited by shares / Indian Non Government Company
Address of the registered office and contact details Shop No. 1 & 7, Ground Floor, Empress Chambers, Plot No. 89A & B, Sector No. 1, Opp. NKGSB Bank, Kandivali (West), Mumbai - 400 067.
CIN: L74110MH1989PLC289950
E-mail: sumukaagro@gmail.com
Website: www.sumukaagro.com
Whether listed Company Yes
Name, Address and Contact details of Registrar and Transfer Agent Purva Sharegistry (India) Pvt. Ltd, Unit No. 9, Shiv Shakti Ind Estate, J R Mr. Boricha Marg, Opp Kasturba Hospital Lane, Lower Parel (E), Mumbai - 400011 Tel No: 022 - 23016761/8261
Email Id: support@purvashare.com
Website: www.purvashare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. Name and Description of main No. products / services NIC Code of the Product service % to total turnover of the Company
1. Retail sale of other food products n.e.c. 47219 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Not Applicable

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

 

i) Category-wise Share Holding

A. Category-wise Shareholding
Category of Shareholders No. of Shares held at the beginning of the year 01/04/2019 No. of Shares held at the end of the year 31/03/2020 % of Change dining the year
Demat Physical Total % of Total shares Demat Physical Total % of Total shares
A. Promoters
(1) Indian
(g) Individuals/ HUF 0 0 0 0 0 0 0 0 0.00
(h) Central Govt 0 0 0 0 0 0 0 0 0.00
(i) State Govt(s) 0 0 0 0 0 0 0 0 0.00
(j) Bodies Corp. 0 0 0 0 0 0 0 0 0.00
(k) Banks / FI 0 0 0 0 0 0 0 0 0.00
(1) Any Other.... 0 0 0 0 0 0 0 0 0.00
* DIRECTORS 0 0 0 0 0 0 0 0 0.00
* DIRECTORS RELATIVES 0 0 0 0 0 0 0 0 0.00
* PERSON ACTING IN CONCERN 0 0 0 0 0 0 0 0 0.00
Sub Total (A)(1):- 0 0 0 0 0 0 0 0 0.00
(2) Foreign
(a) NRI Individuals 0 0 0 0 0 0 0 0 0.00
(b) Other Individuals 0 0 0 0 0 0 0 0 0.00
(c) Bodies Corp. 0 0 0 0 0 0 0 0 0.00
(d) Banks / FI 0 0 0 0 0 0 0 0 0.00
(e) Any Other.... 0 0 0 0 0 0 0 0 0.00
Sub Total (A)(2):- 0 0 0 0 0 0 0 0 0.00
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 0 0 0 0 0 0 0 0 0.00
B. Public Shareholding
(1) Institutions
(a) Mutual Funds 0 0 0 0 0 0 0 0 0
(b) Banks FI 0 0 0 0 0 0 0 0 0
(c) Central Govt 0 0 0 0 0 0 0 0 0
(d) State Govt(s) 0 0 0 0 0 0 0 0 0
(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f) Insurance Companies 0 0 0 0 0 0 0 0 0
(g) FUs 0 0 0 0 0 0 0 0 0
(h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
(i) Others (specify) 0 0 0 0 0 0 0 0 0
* U.T.I. 0 0 0 0 0 0 0 0 0
* FINANCIAL INSTITUTIONS 0 0 0 0 0 0 0 0 0
* I.D.B.I. 0 0 0 0 0 0 0 0 0
•I.C.I.C.I. 0 0 0 0 0 0 0 0 0
* GOVERMENT COMPANIES 0 0 0 0 0 0 0 0 0
* STATE FINANCIAL CORPORATION 0 0 0 0 0 0 0 0 0
* QUALIFIED FOREIGN INVESTOR 0 0 0 0 0 0 0 0 0
* ANY OTHER 0 0 0 0 0 0 0 0 0
*OTC DEALERS (BODIES CORPORATE) 0 0 0 0 0 0 0 0 0
* PRIVATE SECTOR BANKS 0 0 0 0 0 0 0 0 0
Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0
(2) NonInstitutions
(a) Bodies Corp.
(i) Indian 2,92,232 0 2,92,232 5.37 1,57,393 0 1,57,393 2.89 -2.48
(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 4,89,596 0 4,89,596 9.00 4,91,495 0 4,91,495 9.03 0.03
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 33,93,191 25,500 34,18,691 62.84 39,36,481 25,500 39,61,981 72.82 9.99
(c) Others (specify)
LLP 35,225 0 35,225 0.65 0 0 0 0 -0.65
* N.R.I. (REPAT) 400 0 400 0.01 400 0 400 0.01 0.00
* FOREIGN CORPORATE BODIES 0 0 0 0.00 0 0 0 0.00 0.00
* TRUST 0 0 0 0.00 0 0 0 0.00 0.00
‘HINDU UNDIVIDED FAMILY 6,80,848 16,100 6,96,948 12.81 5,77,664 16,100 5,93,764 10.91 -1.90
‘EMPLOYEE 0 0 0 0.00 0 0 0 0.00 0.00
* CLEARING MEMBERS 3,97,715 0 3,97,715 7.31 45,082 0 45,082 0.83 -6.48
* DEPOSITORY RECEIPTS 0 0 0 0.00 0 0 0 0.00 0.00
* OTHER DIRECTORS & RELATIVES 1,09,693 0 1,09,693 2.02 1,90,385 0 1,90,385 3.50 1.48
Sub-total (B)(2):- 53,98,900 41,600 54,40,500 100 53,98,900 41,600 54,40,500 100 0.00
Total Public Shareholding (B) = (B)(l)+(B)(2) 53,98,900 41,600 54,40,500 100 53,98,900 41,600 54,40,500 100 0.00
C. TOTSHR held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A + B + C) 53,98,900 41,600 54,40,500 100.00 53,98,900 41,600 54,40,500 100 0.00

(ii) Shareholding of Promoters

„ Shareholders xt Name No

Shareholding at the beginning of the year 01/04/2019

Shareholding at the end of the year 31/03/2020

No. of Shares % of Total Shares of the Company % of Shares Pledged / Encumbered to total shares No. of Shares % of Total Shares of the Company % of Shares Pledged / Encumbered to total shares % change in share holding during the year
1 Dhansukhbhai Vitthalbhai Panchal 0 0.00 0.00 0 0.00 0.00 0.00

(Hi) Change in Promoters Shareholding (please specify, if there is no change)

Particulars No.

Share Holding at the beginning of the year 01/04/2019

Cumulative Shareholding during the year 31/03/2020

No. of Shares % of Total Shares of the Company No. of Shares % change in share holding during the year Type
1 Dhansukhbhai Vitthalbhai Panchal
a) At the beginning of the year - - - -
b) Changes during the year

No change during the year

c) At the End of the year - - - -

 

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI For Each of the Top 10 No. Shareholders*

Shareholding at the beginning of the year

Cumulative Shareholding during the year

01/04

/2019

31/03/2020

No. of Shares

/o of Total Shares of the Company

No. of Shares

% change in shareholding during the year Type
1 Bansourybala Gordhandas 4,24,113

7.80

31-03-2020

4,24,113

7.80
2 Rikhav Securities Limited 3,12,910

5.75

12-07-2019 -1,93,384

-3.55

1,19,526

2.20 Sell
20-09-2019 2,36,486

4.35

3,56,012

6.54 Buy
27-09-2019 -1,77,306

-3.26

1,78,706

3.28 Sell
04-10-2019 -1,78,706

-3.28

0

0.00 SeU
31-12-2019 3

0.00

3

0.00 Buy
03-01-2020 -3

-0.00

0

0.00 Sell
13-03-2020 1,00,000

1.84

1,00,000

1.84 Buy
20-03-2020 -1,00,000

-1.84

0

0.00 Sell
31-03-2020

0

0.00
3 Premal Mukundbhai Shah 1,41,212

2.60

14-06-2019 -5,000

-0.09

1,36,212

2.50 SeU
21-06-2019 -6,100

-0.11

1,30,112

2.39 Sell
28-06-2019 -5,010

-0.09

1,25,102

2.30 SeU
05-07-2019 -3

-0.00

1,25,099

2.30 Sell
20-09-2019 -200

-0.00

1,24,899

2.30 SeU
27-09-2019 -200

-0.00

1,24,699

2.29 Sell
30-09-2019 -6

-0.00

1,24,693

2.29 Sell
04-10-2019 -800

-0.01

1,23,893

2.28 Sell
11-10-2019 -6

-0.00

1,23,887

2.28 Sell
22-11-2019 -51

-0.00

1,23,836

2.28 Sell
06-12-2019 -76,050

-1.40

47,786

0.88 Sell
13-12-2019 -2,505

-0.05

45,281

0.83 SeU
27-12-2019 -18,137

-0.33

27,144

0.50 SeU
31-12-2019 -2,501

-0.05

24,643

0.45 SeU
03-01-2020 -1,101

-0.02

23,542

0.43 SeU
14-02-2020 -23,542

-0.43

0

0.00 Sell
31-03-2020

0

0.00
4 Chetan Rasiklal Shah 1,29,625

2.38

31-03-2020

1,29,625

2.38
5 Biren Pravin Gandhi 1,20,000

2.21

14-06-2019 -5,000

-0.09

1,15,000

2.11 Sell
21-06-2019 -5,000

-0.09

1,10,000

2.02 SeU
28-06-2019 -5,000

-0.09

1,05,000

1.93 Sell
26-07-2019 -7,001

-0.13

97,999

1.80 SeU
02-08-2019 -1

-0.00

97,998

1.80 Sell
06-12-2019 -2,500

-0.05

95/498

1.76 SeU
13-12-2019 -2,500

-0.05

92,998

1.71 Sell
31-12-2019 -2,500

-0.05

90,498

1.66 Sell
03-01-2020 -2,500

-0.05

87,998

1.62 Sell
24-01-2020 -5,000

-0.09

82,998

1.53 Sell
21-02-2020 -28,998

-0.53

54,000

0.99 SeU
28-02-2020 -30,000

-0.55

24,000

0.44 Sell
06-03-2020 -24,000

-0.44

0

0.00 SeU
31-03-2020

0

0.00
6 Odhavji Mohanlal Amratlal

1,11,016

2.04

18-10-2019

-4,100

-0.08

1,06,916

1.97

Sell
31-03-2020 1,06,916

1.97

7 Jay Bhavsar

95,056

1.75

06-03-2020

-95,056

-1.75

0

0.00

Sell
31-03-2020 0

0.00

8 Vishal Y Kapdi

71,595

1.32

18-10-2019

-200

-0.00

71,395

1.31

Sell
31-03-2020 71,395

1.31

9 IG Financial Services India Private Limited

70,850

1.30

18-10-2019

-35,000

-0.64

35,850

0.66

Sell
08-11-2019

-25,000

-0.46

10,850

0.20

Sell
21-02-2020

-10,850

-0.20

0

0.00

Sell
31-03-2020 0

0.00

10 Vandana P Thakker

25,300

0.47

12-07-2019

1,20,993

2.22

1,46,293

2.69

Buy
31-03-2020 1,46,293

2.69

(v) Shareholding of Directors and Key Managerial Personnel:

For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Type
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Mr. Paresh Harishkumar Thakker 83,013 1.53
(Chairman & Managing Director)
a) At the beginning of the year
b) Changes during the year
14-06-2019 12,499 0.23 95,512 1.76
12-07-2019 72,391 1.33 1,67,903 3.09 Buy
27-09-2019 686 0.01 1,68,589 3.10 Buy
18-10-2019 2,101 0.04 1,70,690 3.14 Buy
06-12-2019 -3,000 -0.06 1,67,690 3.08 Sell
c) At the End of the year - - 1,67,690 3.08
2. Mr. Nishit Rasiklal Doshi
(Independent Director) 26,680 0.49
a) At the beginning of the year
b) Changes during the year 28-06-2019 -3,985 -0.07 22,695 0.42 Sell
c) At the End of the year - - 22,695 0.42
3. Mr. Hitesh Natvarlal Chauhan
(Independent Director)
a) At the beginning of the year
b) Changes during the year

No change during the year

c) At the End of the year - - -
4. Ms. Anita Joshi (Executive Director)
a) At the beginning of the year
b) Changes during the year

No change during the year

c) At the End of the year - " - -
5. Ms. Pinki Vora (Chief Financial Officer)
a) At the beginning of the year
b) Changes during the year

No change during the year

c) At the End of the year - -
6. Ms. Shweta Singh* (Company Secretary)
a) At the beginning of the year
b) Changes during the year

No change during the year

c) At the End of the year (23-08-2019) " - - -

* Ms. Shweta Singh was resigned as Company Secretary & Compliance Officer of the Company w.e.f. August 23,2019.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year i.e. 01.04.2019
i) Principal Amount - 60,82,933 - 60,82,933
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 60,82,933 - 60,82,933
Change in Indebtedness during the financial year
i) Addition - 26,000 - 26,000
ii) Reduction - - - -
Net Change - 26,000 - 26,000
Indebtedness at the end of the financial year i.e. 31.03.2020
i) Principal Amount - 61,08,933 - 61,08,933
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 61,08,933 - 61,08,933

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

 

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SI. Particulars of Remuneration No Mr. Paresh Thakker (Managing Director) Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,77,600 1,77,600
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 Nil Nil
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Nil Nil
2 Stock Option Nil Nil
3 Sweat Equity Nil Nil
4 Commission Nil Nil
- as % of profit
- others, specify...
5 Others, please specify Nil Nil
Total (A) 1,77,600 1,77,600
Ceiling as per the Act

Section 197 read with Schedule V of the Companies Act, 2013

B. Remuneration to other directors:

Sr. Particulars of No. Remuneration

Name of Directors

Total Amount

Mr. Nishit Doshi Ms. Anita Joshi (Executive Director) Mr. Hitesh Chauhan
1 Independent . Directors 26,000 8,000 26,000 60,000
• Fee for attending Board / committee meetings
• Commission
• Others, please specify
Total (1) 26,000 8,000 26,000 60,000
2 Other Non-
. Executive Directors
• Fee for attending Board / committee meetings
• Commission
• Others, please specify
Total (2)
Total (B)=(l+2) 26,000 8,000 26,000 60,000
Total Managerial Remuneration 26,000 8,000 26,000 60,000
Overall Ceiling as per the Act Nil Nil Nil Nil

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD

SI. no Particulars of Remuneration
Company Secretary CFO Total
1 Gross salary Ms. Shweta Singh* Ms. Pinki Vora
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,59,157 1,20,000 2,79,157
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 Nil Nil Nil
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission Nil Nil Nil
- as % of profit
- others, specify...
5 Others, please specify Nil Nil Nil
Total (A) 1,59,157 1,20,000 2,79,157

* Ms. Shweta Singh was resigned as Company Secretary & Compliance Officer of the Company w.e.f. August 23, 2019.

VII. Penalties / Punishment/ Compounding of offences:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD/NCLT/ COURT] Appeal made, if any (give Details)
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

For and on behalf of the Board For Sumuka Agro Industries Limited (formerly known as Superb Papers Limited)

Sd/-

Paresh Harishkumar Thakker Chairman & Managing Director DIN: 07336390

Place : Mumbai

Date : August 26, 2020