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Directors Report of Super Bakers (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors present the 21st ANNUAL REPORT together with the Audited Financial Statements for the

Financial Year 2014-15 ended 31st March, 2015.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2014-15 2013-14

Profit before Interest 7.47 24.84 and Depreciation

Less: Interest 7.07 6.98

Profit before Depreciation 0.40 17.87

Less : Depreciation 13.74 14.06

Profit/(Loss) before Tax (13.34) 3.81

Less : Provision for Taxation - 1.71

Less: Deferred Tax 6.10 0.09 Assets / Liabilities

Less : Short Provision for 0.32 3.06 the earlier years

(Loss) after Tax (19.76) (1.05)

Add : Opening (debit) balance of (19.49) (18.44) Profit & Loss Account

Less: IT Block Assessment written off 34.33 -

(Debit) Balance carried to Balance Sheet (73.58) (19.49)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

In view of the insufficient profit during the year as well as accumulated losses, the Board of Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. PRODUCTION, SALES AND WORKING RESULTS:

The production of Wheat Flour during the year under review was 7234 M.T. compared to 8542 M.T. during 2013-14. The Company has leased out its Plastic Packaging Unit. The Sales during the year under review stood at Rs. 1404 lacs compared to Rs. 1547 lacs during 2013-14.

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. 7.47 lacs as compared to Rs. 24.84 lacs during 2013-14. After charging for finance cost and Depreciation, the Company has incurred loss before tax of Rs. 13.34 lacs as compared to profit of Rs. 3.81 lacs during 2013-14. Tax in respect of earlier years of Rs. 0.32 Lacs and deferred tax liabilities of Rs. 6.10 lacs, the loss after tax stood at Rs. 19.76 lacs compared to loss of Rs. 1.05 lacs during 2013-14. After bringing forward debit balance of Profit and Loss accounts of Rs. 19.49 lacs and adjustment for IT Block Assessment written off of Rs. 34.33 lacs, the debit balance of Rs. 73.58 lacs has been transferred to Balance Sheet.

4. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, BSE Limited, and Vadodara Stock Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16 to Ahmedabad Stock Exchange Limited and BSE Limited.

5. DIRECTORS:

5.1 Mr. Ishwarlal B. Dewani resigned and Mr. Arvindkumar P. Thakkarhas been appointed as Director of the Company w.e.f. 29th July, 2014.

5.2 Mr. Prakash B. Ahuja retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

5.3 The Board of Directors duly met 5 times during the financial year under review.

5.4 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

5.5 The performance evaluation of the Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 13th February, 2015.

5.6 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, 2015 being end of the financial year 2014-15 and of the Loss 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.

6. MANAGERIAL REMUNERATION:

6.1 REMUNERATION OF DIRECTORS:

There has been no increase in remuneration payable to Managing Director.

Sr. Name of the Remuneration % Commission No. Director for the year increase received & Designation over last from year Holding/ Subsidiary

1. Anil S. Ahuja - Rs.540000 NIL NIL Managing Director

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. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

6.2 MARKET CAPITALISATION:

Sr. Particulars As on As on No. 31-03-2014 31-03-2015

1 No. of Shares 3021600 3021600

2. Market price 3.14 7.30

3. Market Capitalisation 94.88 220.58 (Rs. In lacs)

4. EPS - -

5. P/E Ratio - -

7. KEY MANAGERIAL PERSONNEL:

7.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

There is no increase in remuneration payable to Mr. Anil S. Ahuja, Managing Director. Mr. Thakur D. Jaswani, CFO was appointed during the end of the year 2014-15 hence, there is no increase in remuneration.

7.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.

8. PERSONNEL AND H. R. D.:

8.1 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 Company''s 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.

8.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

9. RELATED PARTY TRANSACTION 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.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The 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 forms part of this report and is given by way of Annexure- A.

11. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - B.

12. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - C. As regards the observation of the Auditors, the Company is in the process of identifying and appointing Whole-time Company Secretary and also updating website of the Company.

13. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure - D.

14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

15. GENERAL:

15.1. AUDITORS:

The present Auditors of the Company M/s. T. K. Tekwani & Co., Chartered Accountants, Ahmedabad, will retire at the ensuing 21st Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 2 years commencing from the Financial Year 2015-16 to 2016-17, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

15.2 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.

15.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

15.4 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.

15.5 SUBSIDIARIES/ASSOCIATES/JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

15.6 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.

15.7 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.

15.8 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.

16. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE897A01011.

17. FINANCE:

17.1 The Company''s Income-tax Assessment has been completed up to the Assessment Year 2010-11 and Sales tax Assessment is completed up to the Financial Year 2009-10.

17.2 The Company has not availed any Working Capital Facilities. The Company is regular in payment of EMI to Axis Bank Limited and HDFC Bank Limited for Car loan.

18. ACKNOWLEDGMENT:

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 Shankar T. Ahuja Date : 29th July, 2015 Managing Director Director


Mar 31, 2014

Dear Shareholders,

The Directors present the 20th ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS : (Rs. in Lacs)

Particulars 2013-14 2012-13

Profit before Interest and Depreciation 24.84 31.29 Less : Interest 6.98 6.46 Profit before Depreciation 17.87 24.83 Less : Depreciation 14.06 19.98 Profit before Tax 3.81 4.85 Less : Provision for Taxation 1.71 4.40 (Add) / Less: Deferred Tax Assets / Liabilities 0.09 (2.33) Less :Short Provision for the earlier years 3.06 - Profit / (Loss) after Tax (1.05) 2.79 Add : Opening (debit) balance of Profit & Loss (18.44) (21.23) Account (Debit) Balance carried to Balance Sheet (19.49) (18.44)

2. DIVIDEND:

In view of the insufficient profit during the year as well as accumulated losses, the Board of Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. PRODUCTION, SALES AND WORKING RESULTS:

The production of Wheat Flour during the year under review was 8542 M.T. compared to 7792 M. T. during 2012-13. The Company has leased out its Plastic Packaging Unit. The Sales during the year under review stood at Rs. 1547 lacs compared to Rs. 1385 lacs during 2012-13.

Your Company has achieved during the year, Profit before Interest and Depreciation of Rs. 24.84 lacs as compared to Rs. 31.29 lacs during 2012-13. After charging finance cost and Depreciation, the Company has earned profit before tax of Rs. 3.81 lacs as compared to profit of Rs. 4.85 lacs during

2012-13. After providing for Taxation Rs. 1.71 lacs, Tax in respect of earlier years of Rs. 3.06 Lacs and deferred tax liabilities of Rs. 0.09 lacs, the loss after tax stood at Rs. 1.05 lacs compared to Profit of Rs. 2.79 lacs during 2012-13. After bringing forward debit balance of Profit and Loss accounts of Rs. 18.44 lacs, the debit balance of Rs. 19.49 lacs has been transferred to Balance Sheet.

4. FUTURE PLANS:

The retail marketing of consumer packing of 1 Kg., 2 Kg., 5 Kg. and 10 Kg. of ''Super Shudh Atta'' Wheat Flour have earned expected results. The Company is in the process of strengthening the distribution channel so as to cover larger area of Gujarat. The Company is planning to enter in the retail marketing of consumer packing in other states also.

5. FINANCE:

The Company has not availed any Working Capital Facilities. The Company is regular in payment of EMI to Axis Bank Limited and HDFC Bank Limited for Car loan.

6. RESEARCH AND DEVELOPMENT:

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

7. DIRECTORS:

7.1 Mr. Arvindkumar P. Thakkar was appointed as Independent Director w.e.f. 29th July, 2014. One of your Directors, Mr. Ishwarlal B. Dewani resigned from the office of the Director w.e.f. 29th July, 2014

7.2 Mr. Arvindkumar P. Thakkar and Ms. Karuna Advani, being Independent Director, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

7.3 Mr. Sunil S. Ahuja retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting, being eligible, offers himself for reappointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, 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, 2014 being end of the financial year 2013-14 and of the loss 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, 1956 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.

9. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Ms. Karuna V. Advani Chairman 2. Mr. Arvindkumar P. Thakkar Member 3. Mr. Shankar T. Ahuja Member

10. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have re-constituted Nomination and Remuneration Committee consisting of the following:

1. Ms. Karuna V. Advani Chairman 2. Mr. Arvindkumar P. Thakkar Member 3. Mr. Shankar T. Ahuja Member

11. 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.

12. PERSONNEL AND H. R. D.:

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.

13. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

14. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act. 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad which is attached to this Report.

15. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, BSE Limited, Saurashtra Kutch Stock Exchange Limited (Rajkot), Vadodara Stock Exchange Limited and Jaipur Stock Exchange Limited. The Company is in the process of getting Equity Shares delisted from Ahmedabad, Saurashtra Kutch (Rajkot), Vadodara and Jaipur Stock Exchanges for which necessary approval from members has already been obtained. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2014-15 to Ahmedabad Stock Exchange Limited and BSE Limited.

16. GENERAL:

16.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

16.2 AUDITORS:

The present Auditors of the Company M/s. T. K. Tekwani, Chartered Accounts, Ahmedabad will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained from them the written Certificate to the effect that their reappointment as Auditors of the Company for the Financial Year 2014-15, if made, will be in accordance with in the provisions of Section 139 and 141 of the Companies Act, 2013.

The remarks of auditor and notes on accounts are self explanatory.

16.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

16.4 DEPOSITS:

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the _deposit holder which was due for repayment._

17. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken, proposals and impact of measures:

The Company installed better individual Capacitors for various machineries. The Company has also installed capacitors at OCB being the initial stage of supply of power. This has resulted into saving of power.

Total energy consumption and energy consumption per unit of production as per Form A prescribed in the Rules is at Annexure I to this report.

B. Technology Absorption and Foreign Exchange:

The laboratory of the Company is fully equipped with equipments like oven, furnace and other ancillary equipments. The Quality Control Department is primarily responsible for moisture, gluten, protein and ash control in the final products.

The Company has not earned or spent any amount in foreign exchange during the year under review.

18. 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.

19. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

for and on behalf of the Board,

Place : Ahmedabad Shankar T. Ahuja Date : 29th July, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors present the 19TH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2012-13 ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2012-13 2011-12

Profit before Interest and Depreciation 31.29 33.55

Less : Interest 6.46 4.28

Profit before Depreciation 24.83 29.27

Less : Depreciation 19.98 22.95

Profit before Tax 4.85 6.32

Less : Provision for Taxation 4.40 4.35

(Add) : Deferred Tax Assets (2.33) (2.40)

Less : Short Provision for the earlier years - -

Profit after Tax 2.79 4.37

Add : Opening (debit) balance of Profit & Loss Account (21.23) (25.60)

(Debit) Balance carried to Balance Sheet (18.44) (21.23)



2. DIVIDEND:

In view of the insufficient profit during the year as well as accumulated losses, the Board of Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. PRODUCTION, SALES AND WORKING RESULTS:

The production of Wheat Flour during the year under review was 7792 M.T compared to 10426 M. T during 2011-12. The Company has leased out its Plastic Packaging Unit.

The Sales during the year under review stood at Rs. 1385 lacs compared to Rs. 642 lacs during 2011- 12. As most of the Production/ Sales during the year under review was as Job Work, the figures of Sales during the year under review are not comparable with the figures of Sales during 2011-12.

Your Company has achieved during the year, Profit before Interest and Depreciation of Rs. 31.29 lacs as compared to Rs.33.55 lacs during 2011-12. After charging financial cost and Depreciation, the Company earned profit before tax of Rs. 4.85 lacs as compared to profit of Rs. 6.32 lacs during 2011- 12. After providing for Taxation Rs. 4.15 lacs and deferred tax assets of Rs. 2.33 lacs, profit after tax stood at Rs. 2.79 lacs compared to Profit of Rs. 4.37 lacs during 2011-12. After bringing forward debit balance of Profit and Loss accounts of Rs. 21.23 lacs, the debit balance of Rs. 18.44 lacs has been transferred to Balance Sheet.

Shareholders will appreciate that in absence of export demand coupled with factors beyond the control of the Company such as input cost, electricity and other utilities cost etc., the performance of the Company during the year under review may be treated satisfactory.

4. FUTURE PLANS:

The retail marketing of consumer packing of 1 Kg., 2 Kg., 5 Kg. and 10 Kg. of ''Super Shudh Atta'' Wheat Flour have earned expected results. The Company is in the process of strengthening the distribution channel so as to cover larger area of Gujarat. The Company is planning to enter in the retail marketing of consumer packing in other states also.

5. FINANCE:

The Company has not availed any Working Capital Facilities. The Company is regular in payment of EMI to Axis Bank Limited and HDFC Bank Limited for Car loan.

6. RESEARCH AND DEVELOPMENT:

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

7. DIRECTORS:

Two of your Directors viz. Ms. Karuna Advani and Mr. Shankar T. Ahuja retire by rotation in terms of the Articles of Association of the Company. They, however, being eligible offer themselves for reappointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, 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, 2013 being end of the financial year 2012-13 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, 1956 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.

9. 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.

10. PERSONNEL AND H. R. D.:

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.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act. 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad which is attached to this Report.

13. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited, BSE Limited, Saurashtra Kutch Stock Exchange Limited (Rajkot), Vadodara Stock Exchange Limited and Jaipur Stock Exchange Limited. The Company is in the process of getting Equity Shares delisted from Ahmedabad, Saurashtra Kutch (Rajkot), Vadodara and Jaipur Stock Exchanges for which necessary approval from members has already been obtained. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2013-14 to Ahmedabad Stock Exchange Limited and BSE Limited.

14. GENERAL:

14.1 INSURANCE:

The Company''s properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

14.2 AUDITORS:

The present Auditors of the Company M/s. T. K. Tekwani & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted Certificate for their eligibility for re appointment under Section 224(1 B) of the Companies Act, 1956. The notes of Auditors on accounts are self explanatory.

14.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder which was due for repayment.

14.5 COST AUDITORS:

The Company has appointed M/s. Koushlya Vijay Melwani, Cost Accountants, Ahmedabad as Cost Auditors of the Company for the year 2013-14.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken, proposals and impact of measures:

The Company installed better individual Capacitors for various machineries. The Company has also installed capacitors at OCB being the initial stage of supply of power. This has resulted into saving of power.

Total energy consumption and energy consumption per unit of production as per Form A prescribed in the Rules is at Annexure I to this report.

B. Technology Absorption and Foreign Exchange:

The laboratory of the Company is fully equipped with equipments like oven, furnace and other ancillary equipments. The Quality Control Department is primarily responsible for moisture, gluten, protein and ash control in the final products.

The Company has not earned or spent any amount in foreign exchange during the year under review.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.



for and on behalf of the Board,

Place : Ahmedabad Shankar T. Ahuja

Date : 16th July, 2013 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors present the SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2010-11 ended 31st March, 2011.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

Particulars 2010-11 2009-10

Profit before Interest and Depreciation 30.27 23.96

Less : Interest 2.48 2.25

Profit before Depreciation 27.79 21.71

Less : Depreciation 19.21 20.22

Profit before Tax 8.58 1.49

Less : Provision for Taxation 4.50 2.40

Add : Reversal of Deferred Tax 1.85 2.09

Profit after Tax 5.93 1.18

Less : Short Provision for the earlier years 0.12 -

Add : Opening (debit) balance of Profit & Loss Account (31.41) (32.59)

(Debit) Balance carried to Balance Sheet (25.60) (31.41)

2. DIVIDEND:

In view of the insufficient profit during the year as well as accumulated losses, the Board of Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. PRODUCTION, SALES AND WORKING RESULTS:

The production of Wheat Flour during the year under review was 19038 M.T. compared to 15873 M. T. during 2009-10. The Company has leased out its Plastic Packaging Unit.

During the year under review, the Company has continued the transactions with the Government of Gujarat (Civil Supply Department) under the scheme of MDM, AAY and ICDS for which the Company receives Job Work charges.

The Sales during the year under review stood at Rs. 787 lacs compared to Rs. 1438 lacs during 2009-10. As most of the Production/ Sales during the year under review was as Job Work, the figures of Sales during the year under review are not comparable with the figures of Sales during 2009-10.

Your Company has achieved during the year, Profit before Interest and Depreciation of Rs. 30.27 lacs as compared to Rs.23.96 lacs during 2009-10. After charging financial cost and Depreciation, the Company earned profit before tax of Rs. 8.58 lacs as compared to loss of Rs. 1.49 lacs during 2009-10. After providing for Taxation Rs. 4.50 lacs and reversing deferred tax liability of Rs. 1.85 lacs profit after tax stood at Rs. 5.93 lacs compared to Profit of Rs.1.18 lacs during 2009-10. After bringing forward debit balance of Profit and Loss accounts of Rs. 31.41 lacs, the debit balance of Rs. 25.60 lacs has been transferred to Balance Sheet.

Shareholders will appreciate that in absence of export demand coupled with factors beyond the control of the Company such as higher input cost, electricity and other utilities cost etc., the performance of the Company during the year under review may be treated satisfactory.

4. FUTURE PLANS:

The retail marketing of consumer packing of 1 Kg., 2 Kg., 5 Kg. and 10 Kg. of 'Super Shudh Atta' Wheat Flour have earned expected results. The Company is in the process of strengthening the distribution channel so as to cover larger area of Gujarat. The Company is planning to enter in the retail marketing of consumer packing in other states also.

5. FINANCE:

The Company has not availed any Working Capital Facilities. The Company is also regular in payment of EMI to Axis Bank Limited for Car loan.

6. RESEARCH AND DEVELOPMENT:

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

7. DIRECTORS:

Two of your Directors viz. Shri Shankar T. Ahuja and Shri Ishwarlal B. Dewani retire by rotation in terms of Articles 109 of the Articles of Association of the Company. They, however, being eligible offer themselves for reappointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, 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, 2011 being end of the financial year 2010-11 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, 1956 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.

9. 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.

10. PERSONNEL AND H. R. D.:

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.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act. 1956 from M/s. Mehta Hurkat & Associates, Company Secretaries, Ahmedabad which is attached to the Directors' Report.

13. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai, Saurashtra-Kutch (Rajkot), Vadodara and Jaipur Stock Exchanges. The Company is in the process of getting Equity Shares delisted from Ahmedabad, Saurashtra-Kutch (Rajkot), Vadodara and Jaipur Stock Exchanges for which necessary approval from members has already been obtained. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees upto the year 2011-12 to Ahmedabad and Bombay Stock Exchanges.

14. GENERAL:

14.1 INSURANCE:

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

14.2 AUDITORS:

The present Auditors of the Company M/s. T. K. Tekwani & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act, 1956. The notes of Auditors on accounts are self-explanatory.

14.3 PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder which was due for repayment.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken, proposals and impact of measures:

The Company installed better individual Capacitors for various machineries. The Company has also installed capacitors at OCB being the initial stage of supply of power. This has resulted into saving of power.

Total energy consumption and energy consumption per unit of production as per Form-A prescribed in the Rules is at Annexure-I to this report.

B. Technology Absorption and Foreign Exchange:

The laboratory of the Company is fully equipped with equipments like oven, furnace and other ancillary equipments. The Quality Control Department is primarily responsible for moisture, gluten, protein and ash control in the final products.

The Company has not earned or spent any amount in foreign exchange during the year under review.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers for their constant support and co-operation.

Your Directors also place on record their gratitude to the Banks, Financial Institutions and Government Departments for their confidence reposed in the Company.

for and on behalf of the Board,

Shankar T. Ahuja Chairman

Place : Ahmedabad Date : 30th May, 2011.






Mar 31, 2010

The Directors present the SIXTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year 2009-10 ended 31s: March, 2010.

1. FINANCIAL RESULTS :

(Rs, in .Lacs)

Particulars 2009-10 2008-09

Profit before Interest and Depreciation 23.96 17,64

Less: Interest 2.25 2.17

Profit before Depreciation 21.71 15,46

Less : Depreciation 20.22 18.43

ProfiU(Loss) before Tax 1.49 (2,97)

Less. Provision for Taxation / FBT 2.40 2.75

Add : Reversal of Deferred Tax 2.09 2.44

Profit / (Loss) after Tax 1 -18 (3.27)

Add : Opening (debit) balance of Profit & Loss Account (32.59) (29.32) -

(Debit) Balance carried to Balance Sheet (31.41) (32.59)



2.DIVIDEND:

in view of the insufficient profit during the year as well as accumulated losses, the Board of Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. PRODUCTION, SALES AND WORKING RESULTS:

The production of Wheat Flour during the year under review was 15,873 M.T. compared to 17.040 M. T. during 2008-09. The Company has leased out its Plastic Packaging Unit. The Sales during the year Ainder review stood at Rs.1438 lacs compared to Rs.1457 lacs during 2008-09.

Your Company has achieved during the year, Profit before Interest and Depreciation of Rs.23.96 lacs as compared to Rs.17,64 lacs during 2008-09. After charging financial cost and Depreciation, the Company earned profit before tax of Rs.1.49 lacs as compared to loss of Rs, 2.97 lacs during 2008- 09. After providing for Taxation Rs.2.40 lacs and reversing deferred tax liability of Rs.2.09 lacs profit after tax stood at Rs.1.18 lacs compared to Loss of Rs.3.27 lacs during 2008-09. After bringing forward debit balance of Profit and Loss accounts of Rs. 32.59 lacs, the debit balance of Rs.31.41 lacs has been transferred to Balance Sheet.

Shareholders will appreciate that in absence of export demand coupled with factors beyond the control of the Company such as higher input cost, electricity and other utilities cost etc., the performance of the Company during the year under review may be treated satisfactory.

4. FUTURE PLANS:

The retail marketing of consumer packing of 1 Kg., 2 Kg., 5 Kg. and 10 Kg. of Super Shudh Atta Wheat Flour have earned expected results. The Company is-in the process of strengthening the distribution channel so as to cover larger area of Gujarat. The Company is planning to enter in the retail marketing of consumer packing in other states also.

5. FINANCE:

The Company has not availed any Working Capiial Facilities. The Company is also regular in paymenl of EMI to Axis Bank Limited for Car loan.

6. RESEARCH AND DEVELOPMENT:

The Quality Control and R&D Department of your Company has shown satisfactory performance during the year under review.

7. DIRECTORS:

Two of your Directors viz. Shri Prakash B. Ahuja and Ms. Karuna Advani retires by rotation in terms of Articles 109 of the Articles of Association of the Company. They, however, being eligible offer themselves for reappointment.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors. Responsibility Statement, 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, 2010 being end of the financial year 2009-10 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, 1956 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.

9. 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.

10. PERSONNEL AND H. R. D.:

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.

11. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing Agreement is annexed.

12. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act, 1956 from M/s. Mehta Hurkat & Associates, Company Secretaries, Ahmedabad which is attached to the Directors Report.

13. LISTING:

The Equity Shares of the Company are listed on Ahmedabad, Mumbai, Saurasrttra-Kutch (Rajkot), Vadodara and Jaipur Stock Exchanges. The Company is in the process of getting Equity Shares

delisted from Ahmedabad. Saurashira-Kutch (Rajkot), Vadodara and Jaipur Stock Exchanges for which necessary approval from members has already been obtained. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees uptothe year 2010-11 to Ahmedabad and Bombay Stock Exchanges.

14. GENERAL:

14.1 INSURANCE:

The Companys properties including building, plan! and machinery, slocks, stores etc. continue to be adequately insured against risks such as fire, not, strike, civil commotion, malicious damages, machinery breakdown etc.

14.2AUDITORS:

The present Auditors of the Company M/s. T. K. Tekwani & Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for re-appointment under Section 224(1-B) of the Companies Act. 1956. The notes of Auditors on accounts are self-explanatory.

14.3PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration requiring disclosure of information under Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

14.4 DEPOSITS:

At the end of the Financial Year under Report, no fixed deposit remained unclaimed by the deposit holder which was due for repayment.

15. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken, proposals and impact of measures:

The Company installed better individual Capacitors for various machineries. The Company has also installed capacitors at OCB being the initial stage of supply of power. This has resulted into saving of power.

Total energy consumption and energy consumption per unit of production as per Form-A prescribed in the Rules is at Annexure-I to this report.

B. Technology Absorption and Foreign Exchange:

The laboratory of the Company is fully equipped with equipments like oven, furnace and other ancillary equipments. The Quality Control Department is primarily responsible for moisture, gluten, protein and ash control in the final products.

The Company has not earned or spent any amount in foreign exchange during the year under review.

16. CHANGE OF REGISTRAR AND TRANSFER AGENTS:

During the year under review the Registrar and Transfer Agents of the Company have been changed to M/s. Link Intime India Private Limited,

17. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders, Suppliers and Customers tor their.constant support and co-operation.

Your Directors also place on record their gratitude to the Banks. Financial Institutions and Government Departments tor their confidence reposed in the Company.

for and on behalf of the Board,

Place : Ahmedabad Shankar T. Ahuja

Date : 29th May, 2010. Chairman



 
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