Dear Members,
Your Directors present the 29TH ANNUAL REPORT together with the Audited
Financial Statements for the Financial Year 2022-23 ended 31st March, 2023.
1. FINANCIAL RESULTS :
(Rs. in Lakh)
| Particulars |
2022-23 |
2021-22 |
| Profit before Interest and Depreciation |
46.18 |
45.86 |
| Less : Interest |
0.03 |
0.02 |
| Profit before Depreciation |
46.15 |
45.84 |
| Less: Depreciation |
8.55 |
8.55 |
| Profit before Tax |
37.60 |
37.29 |
| Less: Current Tax |
9.39 |
9.25 |
| (Add)/ Less: Tax in respect of earlier years |
(0.07) |
(0.67) |
| Add/ Less: Adjustment for Deferred Tax Asset/ (Liabilities) |
0.50 |
0.46 |
| Profit after Tax |
27.78 |
28.25 |
There are no material changes and commitment affecting the financial position of the
Company which have occurred between 1st April, 2023 and date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital requirement of the
Company, the Board of Directors has not recommended any dividend for the year under review
ended on 31st March, 2023.
3. PRODUCTION, SALES AND WORKING RESULTS:
There was no production/ sale of Wheat Flour during the year under review and during
the previous year.
The Company has suspended its operations of Wheat Grinding w.e.f. 1st
February, 2015.
Your Company has achieved during the year, Profit before Interest and Depreciation of
Rs. 46.18 lakh as compared to Rs. 45.86 lakh during 2021-22. After charging for finance
cost and Depreciation, the Company has Profit before tax of Rs. 37.60 lakh as compared to
Profit of Rs. 37.29 lakh during 2021-22. After providing for current taxes and making
adjustments for deferred tax, the Profit after tax stood at Rs. 27.78 lakh compared to
Profit of Rs. 28.25 lakh during 2021-22. After bringing forward balance of Profit and Loss
account of Rs. 52.40 lakh, the balance of Rs. 80.18 lakh has been carried forward to
Balance Sheet.
4. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in
payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2022-23.
5. SHARE CAPITAL:
The paid-up Share Capital of the Company as on 31st March, 2023 was Rs.
302.16 Lakh. As on 31st March, 2023, the Company has neither issued shares with
differential voting rights nor granted stock options nor issued sweat equity shares. None
of the Directors of the Company hold any convertible instruments.
6. DIRECTORS:
6.1 Mr. Anil S. Ahuja (DIN: 00064596) retires by rotation in terms of the Articles of
Association of the Company. However, being eligible, offers himself for reappointment.
6.2 Mr. Shankar T. Ahuja has ceased to be Chairman and Director of the company w.e.f.
14th June, 2022 due his demise and relevant disclosure required with respect to
Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 had been made by the Company to the Stock Exchange in due course of time.
6.3 Mr. Anil S. Ahuja has been elevated as Chairman of the company w.e.f. 16th
June, 2022 subsequent to demise of Mr. Shankar T. Ahuja and relevant disclosure required
with respect to Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 had been made by the Company to the Stock Exchange in due
course of time.
6.4 Mr. Anil S Ahuja, CMD (DIN: 00064596) was re-appointed by the Board as Managing
Director of the Company for a further period of 3 years i.e. from 1st January,
2023 to 31st December, 2025 subject to the approval of members at the ensuing
Annual General Meeting.
6.5 The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with
the criteria of their independence laid down in Section 149(6) of the Act. The Independent
Director shall enroll his / her name in the Databank, being maintained by Indian Institute
of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent
Directors has been completed and they have furnished the declaration affirming their
compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6
of Companies (Appointment & Qualification of Directors) Rules.
6.6 Brief profile of the Director who is being appointed or re-appointed as required
under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General
Meetings is provided in the notice for the forthcoming AGM of the Company.
6.7 The Board of Directors duly met 7 times during the financial year under review. 6.8
Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
6.9 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(ii) that 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 at 31st March,
2023 being end of the financial year 2022-23 and of the Profit of the Company for the
year;
(iii) that the Directors had taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
7. RESERVES:
Your Company does not propose to transfer any amount to general reserve.
8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
9. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
| Sr. No. Name of the Director & Designation |
Remuneration for the year 2022-23 |
% increase over last year |
Parameters |
Median of Employees Remuneration |
Commission received from Holding/ Subsidiary |
| 1. Anil S. Ahuja – (CMD) |
Rs. 7,20,000/- |
20.00% |
- |
Rs. 2,95,464/- |
- |
The Board of Directors has framed a Remuneration Policy that assures the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors, Key Managerial Personnel and Senior Management to enhance the quality required
to run the Company successfully. All the Board Members and Senior Management personnel
have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Companys
website–www.superbread.com
10. KEY MANAGERIAL PERSONNEL:
| Sr. No. Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
| 1. Mr. Anil S. Ahuja |
Managing Director |
20.00% |
| 2. Mr. Thakur Dayaldas Jaswani |
Chief Finance Officer |
- |
| 3. Ms. Ankita Ameriya |
Company Secretary |
- |
11. PERSONNEL AND H. R. D.:
11.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Company
continued to give ever increasing importance to training at all levels and other aspects
of H. R. D.
As the operations of the Company have been suspended, there is no material information
to be provided. The relationship between average increase in remuneration and Companys
performance is as per the appropriate performance benchmarks and reflects short and long
term performance objectives appropriate to the working of the Company and its goals.
11.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of
Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
12. RELATED PARTY TRANSACTIONS AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website at
www.superbread.com
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of suspension of Manufacturing activities throughout the year, there is no
information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of
Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology
Absorption. The Company has not earned or spent any amount in Foreign Currency.
14. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on voluntary
basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance
with the conditions of Corporate Governance are appended to the Annual Report as Annexure
– A.
15. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. K. Jatin & Co., Practising Company Secretaries,
Ahmedabad. The said Report is attached with this Report as Annexure – B.
16. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual
Return as on 31st March, 2023 is available on the Companys website
www.superbread.com.
17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report.
The Board of Directors of the Company in their meeting held on 16th June,
2022 have re-constituted Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee of the Company subsequent to the demise of Mr. Shankar
T. Ahuja.
18. GENERAL:
18.1 AUDITORS:
STATUTORY AUDITORS:
The remarks of Auditors are self explanatory and have been explained in Notes on
Accounts.
The term of the present Auditors of the Company, M/s. O. P. Bhandari & Co.,
Chartered Accountants (Firm Registration No. 112633W) ends upon the conclusion of the
ensuing 29th AGM.
In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit &
Auditors) Rules, 2014, the Board of Directors has recommended the appointment of M/s. N K
Aswani & Co., Chartered Accountants (Firm Registration No. 100738W) as Statutory
Auditors of the Company for a period of 5 years and to hold office as Statutory Auditors
from the conclusion of the ensuing 29th AGM till the conclusion of 34th
AGM on remuneration to be decided by the Board or Committee thereof.
The Company has obtained consent from M/s. N K Aswani & Co., Chartered Accountants
to the effect that their appointment as Auditors of the Company for period of 5 years i.e
for the Financial Years 2023-24 to 2027-28, if made, will be in accordance with the
provisions of Section 139 and 141 of the Companies Act, 2013.
The Shareholders are requested to consider and approve the appointment of the Statutory
Auditors of the Company.
18.2 INSURANCE:
The movable and immovable properties of the Company including plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against
the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the
Company.
18.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits and there were
no overdue deposits.
18.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the
Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of
operations and health of people at work and monitored regularly with reference to
statutory regulations and guidelines defined by the Company.
18.5 SUBSIDIARIES/ ASSOCIATES/ JVs:
The Company does not have any Subsidiaries/ Associate Companies / JVs.
18.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
18.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There has been no significant and material order passed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.
18.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
18.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did not receive any
complaint.
18.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
18.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
18.12 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
18.13 There was no instance of onetime settlement with any Bank or Financial
Institution.
18.14. With respect to the loans advanced by the Directors to the Company, the Company
has received necessary declarations from Directors that the said loan is not given out of
funds acquired by them by borrowing or accepting loans or deposits from others.
18.15 No agreements have been entered / executed by the parties as mentioned under
clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and
Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect /
impact the Management or Control of the Company or impose any restriction or create any
liability upon the Company.
19. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
20. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz. NSDL and CDSL. The ISIN allotted is INE897A01011.
21. FINANCE:
21.1 The Companys Income-tax Assessment has been completed up to the Assessment Year
2017-18.
21.2 The Company has not availed any Working Capital Facilities.
22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is not
applicable to the Company. Hence, your Directors have not constituted the Corporate Social
Responsibility (CSR) Committee.
24. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders. The Policy is available on the companys website.
25. ACKNOWLEDGEMENT:
Your Directors express their sincere thanks and appreciation to Promoters and
Shareholders for their constant support and co operation. Your Directors also place on
record their grateful appreciation and co operation received from Bankers, Financial
Institutions, Government Agencies and employees of the Company.
|
For and on behalf of the Board, |
| Place : Ahmedabad |
Anil S. Ahuja |
| Date : 17th July, 2023 |
Chairman & Managing Director |
|
(DIN: 00064596) |
+91-9892691696
