Super Bakers (India) Ltd Management Discussions.

a. Industry Structure and Developments:

The Flour Mill industry is passing through a difficult phase, but with the hope of revival of economy in general and expectation of good monsoon, the management is hopeful of better future of the industry.

b. Opportunities and Threats:

The Flour Mill industry is subject to competition among various manufactures within the country. The liking towards ready made food and increase in demand of fast food will provide opportunity to company to increase its sales and capture more market share.

c. Segment wise Performance:

The Company has only one segment.

d. Recent Trend and Future Outlook:

The Management is confident of improvement in the demand of wheat flour in the near future with fast changing food habits of the people. The management is also hopeful of increasing export demand.

e. Risks and Concerns:

Like any other industry, Flour Mill industry is also exposed to risk of competition, government policies, natural factor etc. As the Company is neither importing nor exporting raw materials/ finished product, the Company has no risk on account of Exchange Rate fluctuations. The Company has taken necessary measures to safeguard its assets/interests etc.

f. Internal Control Systems and their Adequacy:

The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The Company has appointed an external firm of Chartered Accountants to supplement efficient Internal Audit.

g. Financial Performance with respect to Operational Performance:

The financial performance of the Company for the year 2014-15 is described in the Directors’ Report under the head ‘Production, Sales and Working Results’.

h. Material Developments in Human Resources and Industrial Relations Front:

The Company has continued to give special attention to Human Resources/Industrial Relations development. Industrial relations remained cordial throughout the year and there was no incidence of strike, lock out etc.

i. Cautionary Statement:

Statement in this Management Discussion and Analysis Report, describing the Company’s objectives, estimates and expectations may constitute ‘Forward Looking Statements’ within the meaning of applicable laws or regulations. Actual results might differ materially from those either expressed or implied.

12. SHAREHOLDERS’ INFORMATION:

a) Registered Office : Near Hirawadi Char Rasta,
Anil Starch Mill Road, Naroda Road,
Ahmedabad - 380 025.
b) Annual General Meeting : Day : Saturday
Date : 19 th September, 2015
Time : 1.00 p.m.
Venue : Registered Office at Nr. Hirawadi Char
Rasta, Anil Starch Mill Road, Naroda
Road, Ahmedabad – 380 025.
c) Financial Calendar
1 st Quarter Results : Mid August, 2015.
Half-yearly Results : Mid November, 2015.
3 rd Quarter Results : Mid February, 2016.
Audited yearly Results : End-May, 2016.
d) Book Closure Dates : From : Friday, the 4 th September, 2015
To : Saturday, the 19 th September, 2015
(Both days inclusive).
e) Dividend Payment Date : N.A.
f) Listing of Shares on Stock Exchanges BSE Limited
P. J. Towers, Dalal Street, Mumbai – 400001.
Ahmedabad Stock Exchange Limited,
Kamdhenu Complex, 1 st Floor, Ambawadi,
Ahmedabad 15.
Vadodara Stock Exchange Ltd,
Fortune Tower, Sayaji Gunj,
Vadodara - 390 005
The Company has paid the annual listing fees for the financial year 2015-16 to the Stock Exchanges where its securities are listed.
g) Stock Exchange Code : Stock Exchange Code
BSE 530735
ASE 57473
VSE 399

h) Registrar and Share Transfer Agents :

Registrars and Share Transfer Agents (RTA) for both Physical and Demat Segment of Equity Shares of the Company:

M/s. Link Intime (India) Private Limited.

Unit No 303, 3 rd Floor, Shoppers Plaza V,

Opp. Municipal Market, Behind Shoppers Plaza II,

off C. G. Road, Ahmedabad – 380 009

Tele. No. :(079) 2646 5179

Fax No. :(079) 2646 5179

e-mail Address:ahmedabad@linkintime.co.in

i) Share Transfer System:

The transfer of shares in physical form is processed and completed by M/s. Link Intime (India) Private Limited within a period of 15 days from the date of receipt thereof.

In case of Shares in electronic form, the transfers are processed by NSDL/ CDSL through the respective Depository Participants.

j) Stock Price Data : The shares of the Company were traded on the BSE Limited. The information on stock price data are as under:

Month BSE
High Low Shares Traded
(Rs.) (Rs.) (No.)
April, 2014 - - -
May, 2014 3.45 3.29 200
June, 2014 5.56 3.62 6956
July, 2014 6.11 5.82 1083
August, 2014 - - -
September, 2014 6.60 6.00 1787
October, 2014 8.80 6.93 12460
November, 2014 9.72 8.35 8694
December, 2014 12.36 8.43 36254
January, 2015 8.40 7.60 10886
February, 2015 7.98 6.31 3785
March, 2015 7.87 6.75 9218

k) Distribution of Shareholding as on 31st March, 2015:

No. of Equity Shares held No. of Shareholders % of Shareholders No. of Shares held % of Shareholding
Up to 500 1890 76.90 392853 13.00
501 to 1000 271 11.03 233255 7.72
1001 to 2000 137 5.57 213916 7.08
2001 to 3000 45 1.83 115608 3.83
3001 to 4000 26 1.06 93644 3.10
4001 to 5000 28 1.14 135374 4.48
5001 to 10000 23 0.94 184565 6.11
10001& Above 38 1.53 1652385 54.68
Grand Total 2458 100.00 3021600 100.00

l) Category of Shareholders as on 31st March, 2015:

Category No. of Shares held % of Shareholding
Promoters (Directors & Relatives) 687229 22.74
Financial Institutions/ Banks
Mutual Fund
Domestic Companies 210120 6.95
Indian Public 2086819 69.06
NRI & CM 37432 1.25
Foreign Corporate
Grand Total 3021600 100.00

m) Shareholding of Non- Executive Directors as on 31 st March, 2015:

Name of the Non- Executive Director No. of Shares held % of Shareholding
Sunil S. Ahuja 94500 3.13
Prakash B. Ahuja 29400 0.97
Shankar T. Ahuja 226942 7.51
Total 350842 11.61

n) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likely impact on Equity:

The Company has not issued any GDRs/ADRs.

o) Dematerialisation of Shares. :

The Company’s Equity Shares are traded compulsorily in dematerialised form.

Approximately 85 % of the Equity Shares have been dematerialised. ISIN number for dematerialisation of the Equity Shares of the Company is INE897A01011.

13. CEO/CFO Certification:

The requisite certification from the Managing Director and Chief Financial Officer required to be given under clause 49 (IX) was placed before the Board of Directors of the Company.

14. PLANT LOCATIONS:

The Company’s Plant is located :

Flour Mill Unit : Plot 1 & 2, Ambica Industrial Estate, Post:Iyava, Taluka:Sanand, Dist:Ahmedabad - 382 110.

15. ADDRESS FOR CORRESPONDENCE:

For both Physical and Electronic Form and any assistance regarding correspondence dematerialisation of shares, share transfers, transactions, change of address, non receipt of dividend or any other query relating to shares, Shareholders’ correspondence should be addressed to the Company’s Registrar and Share Transfer Agent at:

M/s. Link Intime India Private Limited.

Unit No 303, 3 rd Floor, Shoppers Plaza V,

Opp. Municipal Market, Behind Shoppers Plaza II,

Off C G Road, Ahmedabad – 380 009

Tele. No. : (079) 2646 5179 Fax No. : (079) 2646 5179

e-mail Address:ahmedabad@linkintime.co.in

Compliance Officer : Hargovind H. Parmar

16. DECLARATION

All the Board Members and Senior Management Personnel of the Company have affirmed the compliance with the provisions of the code of conduct for the year ended on 31 st March, 2015.

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