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 30th Annual Report of the Company for the year ended 31st March 2019.

1. Financial Results

The performance of the Company for the financial year ended 31st March 2019 is summarized as under:

31-03-2019 31-03-2018
() ()
1. Total Sales / Income from Operations 1,43,18,033 1,77,93,481
2. Other Income 1,50,122 42,372
3. Net loss before depreciation (28,32,599) (30,22,361)
4. Depreciation 3,22,565 3,06,413
5. Net loss before taxation (31,55,164) (33,28,774)
6. Provision for taxation (incl. deferred taxes) - (91,526)
7. Net loss after tax (31,55,164) (32,37,248)
8. Appropriation/preliminary expenses w/off 0 0
9. Balance carried forward (31,55,164) (32,37,248)

2. Performance Review

During the year under review, the Company earned total revenue of 1,43,18,033 as against 1,77,93,481 in the previous year. A loss of 31,55,164 (22.04% of Total Revenue) was reported during the financial year under review, as compared to a loss of 32,37,248 (18.19% of previous years Total Revenue) for the previous financial year.

3. Dividend

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

4. Reserve

There is no amount proposed to be transferred to general reserve this year due to unavailability of profits.

5. Presentation of Financial Statements

The Financial Statements for the year ended 31.3.2019 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 and Retailing of a wide array of Dry Fruits Products. There was no change in nature of business activity during the year.

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/SUPRBPA. The Company has paid upto date listing fees to the BSE.

The Equity Shares of the Company were also listed on Vadodara Stock Exchange Limited ("VSE") and Ahmedabad Stock Exchange Limited ("ASE"). However, Securities and Exchange Board of India ("SEBI"), vide order dated November 09, 2015 and April 2, 2018, has directed the exit of Vadodara Stock Exchange Limited ("VSE") and Ahmedabad Stock Exchange Limited ("ASE") as a stock exchange with effect from November 09, 2015 and April 2, 2018, hence the equity shares of the Company, which was listed on VSE and ASE prior to the exit order, ceases to be listed on VSE & ASE w.e.f. November 09, 2015 and April 2, 2018 respectively.

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

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 reappointment.

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, Mr. Dhanraj Vithalani has tendered his resignation as an Independent Director w.e.f. August 1, 2018. The Board expresses its appreciation for his valuable guidance as Director of the Company.

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, 2019 is as follows:

Mr. Paresh Thakker – Managing Director

Ms. Pinki Vora – Chief Financial Officer

Ms. Shweta Singh – Company Secretary & Compliance Officer

11. Share Capital

The paid up Equity share capital as at March 31, 2019 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.

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 31st March, 2019 and the loss 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 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

14. 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 28th 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.

Explanation made by Board relating to the observation made by Auditors in their reports is attached as "Annexure B" and forms a part of this report.

15. 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 31st March, 2019.

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

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

1. Certain Companies, to whom the Company had given significant loans and/or advances amounting in total to र 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 realizing such loans/advances. Management has not provided for the losses arising out of non-realization of such loans/ advances but has instead stated them at their carrying amounts, which constitute departure from the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

Management Reply: The Company has given loan /or advances amounting in total toर 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. This will not have any effect on Shareholding of the company.

2. 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.

16. 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 31st, 2019 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.

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 र 10 crores and र 25 crores respectively as on March 31st, 2019, 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.

19. Management Discussion & Analysis Report

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

20. Compliance With Secretarial Standards

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

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:

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 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.

23. Number of Board Meetings Conducted During the Year under Review

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, 2018, August 14, 2018, November 14, 2018 & February 12, 2019.

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, 2019, 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.

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. Nishit Doshi (Chairman), Mr. Hitesh Chauhan and Mr. Paresh Thakker as on March 31st, 2019. 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 2018-19, 4 (Four) Audit Committee meetings were held on May 30th, 2018, August 14th, 2018, November 14th , 2018 & February 12th, 2019.

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 31st, 2019 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 2018-19, 2 (Two) Nomination and Remuneration Committee meetings were held on May 30th, 2018 and August 14th, 2018.

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. Nishit Doshi (Chairman), Mr. Hitesh Chauhan and Mr. Paresh Thakker as on March 31st, 2019. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2018-19, 1 (one) Stakeholders Relationship Committee meetings were held on March 22nd, 2019.

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 32 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 I of Note 21. These policies are also placed on the official website of the Company.

32. 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.

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.

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 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.

37. Investor Services

As the members are aware, your Companys shares are tradable compulsorily in electronic form 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 Companys shares on either of the Depositories as aforesaid.

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. 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. All the Directors and the designated employees have complied with the Code.

40. Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

For and on behalf of the Board
For Sumuka Agro Industries Limited
(formerly known as Superb Papers Limited)
Sd/-
Paresh Harishkumar Thakker
Place: Mumbai Chairman & Managing Director
Date: August 14, 2019 DIN: 07336390