Enter the first few characters of Company and click 'Go'

Directors Report of Sakuma Exports Ltd.

Mar 31, 2023

The Directors take pleasure in presenting the Eighteenth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31^st March, 2023. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS:

Key highlights of standalone and consolidated financial results for Sakuma Exports Limited for the financial year 2022 â 23 are tabulated below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022 - 23	2021 - 22	2022 - 23	2021 - 22
Sales & Other Income	2,86,311.97	2,53,866.11	3,18,039.79	2,86,032.21
Profit Before Depreciation & Tax	3,519.75	3,125.95	3,962.06	3,602.83
Other Comprehensive Income (Net of Tax)	9.53	13.89	9.53	13.89
Depreciation	(145.17)	(190.38)	145.17	190.38
Profit Before Tax	3,374.58	2,935.57	3,816.89	3,412.45
Provision for Tax:
- Current Tax	884.66	793.04	886.11	798.25
- Deferred Tax	68.52	(131.79)	68.52	(127.12)
- Income Tax of Earlier Years	1.56	(21.57)	1.75	(21.57)
Minority Interest and share of loss of associate
Net Profit After Tax	2,413.42	2,286.55	2,854.09	2,758.22
Add: Surplus from Previous Period	13,391.28	11,222.01	25,061.02	22,510.20
Profit Available for Appropriation	15,804.70	13,508.56	27,844.17	25,268.42
Appropriation	-	-	-	-
Dividend on Equity Shares	(117.28)	(117.28)	(117.28)	(117.28)
Dividend Tax	-	-	-	-
Adjustment relating to Minority Interest	-	-	-	-
Transfer to Statutory Reserve	-	-	-	-
Balance carried to Balance Sheet	15,687.42	13,391.28	27,245.42	25,061.62
There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE:Standalone Financials:

â¢ Total Standalone Turnover for the year increased by 12.78% to Rs. 2,86,311.97 lakhs as compared to Rs. 2,53,866.11 lakhs in previous year.

â¢ Total Standalone Profit before Tax for the year was Rs. 3,374.58 lakhs as compared to Rs. 2,935.57 lakhs in previous year, increase of 14.95%.

Consolidated Financials:

â¢ Total Consolidated Turnover for the year increased by 11.19% to Rs. 318039.79 lakhs as compared to Rs. 2,86,032.21 lakhs in previous year.

â¢ Total Consolidated Profit before Tax for the year was Rs. 3,962.06 lakhs as compared to Rs. 3,602.83 lakhs in previous year, a increase of 9.97%.

3. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserves.

4. DIVIDEND:

Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses hence need to conserve resources. Keeping in view the objective, Directors are pleased to recommend a final dividend of Re. 0.05/- per share of face value of Re. 1/- each for the year 2022 â 23. The total outgo for the current year amounts to Rs. 1,17,27,971.5/- as against Rs. 1,17,27,971.5/-in the previous year.

5. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS:

Your Company operate in a complex and volatile world. Our strategy is constantly evolving to adapt to the trends and forces shaping our markets and impacting our stakeholders. As the World economy continued recovering from the Covid-19 pandemic, it was further exposed to large scale disruption caused by geopolitical tension between Russia and Ukraine. Logistical challenges, coupled with soaring inflation and cost, impacted several trade & industries. However, regular interventions by RBI together-with robustness of domestic economy, aided by the combative approach of the policymakers, further pushed the recovery in these challenging times. We navigated another challenging fiscal year with reasonable resilience and tenacity. With continued support of our stakeholders, We achieved yet another moderate performance in terms of business growth in the face of tough & competitive global markets. With global tension easing, we are well positioned to further strengthen our leadership in global sugar and other agro commodities trade.

The year began with the anticipation that runaway inflation, aggressive policy rate hikes, and high commodity prices might topple a few major economies into recession in 2023. The largest economy, the United States, is seeing a rebound in consumer confidence and spending. Risk spreads are declining on both sides of the Atlantic after the recent banking crisis in the United States.

India, meanwhile, enjoys a comfortable moment as it sees its economic activity gaining momentum amid continuing global uncertainties.

RBI has maintained its GDP growth projection for the fiscal year 2023-24 at 6.5%, with noting that the Indian economy and financial sector remain resilient amidst unprecedented global headwinds.

While the overall growth was broad-based, many sectors such as construction and agriculture experienced more-than-expected growth. In fact, strong growth in manufacturing proved to be a reassuring development. Exports performed well despite global headwinds, while imports recorded their slowest growth since December 2020, primarily because of easing crude oil prices bringing down Indiaâs import bills.

The operating environment this year continued to remain challenging. Geopolitical conflict in Europe and the global supply chain disruptions led to an unprecedented inflation in food, energy and commodity prices. Aggressive monetary tightening measures from central banks worldwide led to further pressure on emerging economies. The widespread inflation posed major challenges for the country and for the FMCG industry specifically with prices of several commodities inflating to their decadal highs. This had a significant impact on FMCG & food consumption as consumers tried to manage their household budgets by adjusting volumes and prioritizing essentials over discretionary categories. The impact of slowdown was more pronounced in rural markets. Urban markets led growth for FMCGâsupported by normalization in economic activities after a couple of years of COVID-19 induced disruptions. The Companyâs performance for the FY 2022-23 has to be viewed in the context of the aforesaid economic and market environment. Your Company is hopeful that an stable economic environment coupled with normal monsoon, will lead to higher agriculture output & spur higher consumer demand and provide impetus to the growth of your Company.

Year in retrospect - Operational Performance:

In the year under review, the Company achieved on consolidated basis operational revenue of Rs.317314.85 and Rs. 285343.80 Lakhs.

Overall turnover on consolidated basis was at Rs. 3173.14 Crore (Previous year Rs. 2853.43 Crore) with EBITDA at Rs. 46.27 Crore (Previous year Rs. 39.56 Crore). PAT at Rs.28.44 Crore (Previous year Rs. 27.44 Crore).On Standalone basis turnover was at Rs.2855.87 Crore (previous year Rs. 2531.65 Crore) with EBITDA at Rs .41.80 Crore (Previous year Rs.34.59 Crore) with PAT at Rs. 24.03 Crore (previous year Rs. 22.73 Crore). Your Companyâs performance for the year 2022-23 has to be viewed in the context of the aforesaid challenging economic and market environment. Going forward, on the positive side India remains the fastest growing major economy in the World. The pace of GDP growth is together momentum in the medium term on the back of favorable global economies tailwinds, pickup in private investment and implementation of key policy reforms.

Working of Subsidiaries:

The overall performance of 2 major subsidiary Companies in general were satisfactory considering the current weak economic environment prevailing in the global markets particularly in West Asia. Sakuma Exports Pte. Ltd., Singapore posted a turnover of USD 12,138,450 during the year as against USD 1,711,533 recorded in the previous year. A increase of in top line on y-o-y basis. Net Profit after tax of this subsidiary for the year stands at USD 22,445 (Previous Year USD 64493). The performance of another subsidiary in Dubai namely, Sakuma Exim DMCC subsidiary clocked a turnover of AED 124,629,806 during the year (Previous Year AED 17,3523,780). A decline of 28.18% with a decline of 24.44% in Net Profit to AED 14,83,723 (Previous year AED 19,63,717 ).

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Companyâs financial position have occurred between the end of the financial year of your Company i.e. 31^st March, 2023 and date of this report i.e. 25^th May, 2023.

7. SHARE CAPITAL:

The paid up equity share capital as on 31^st March, 2023 was Rs. 23,45,59,430. During the financial year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Promoter and Promoter Group are holding 14,51,36,237 shares equivalent to 61.88% of the total issued and paid-up share capital.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the year 2022 â 23, unclaimed Dividend of Rs. 87,566 was required to be transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The Company has transferred the said amount to the Investor Education and Protection Fund. The said amount represents Final Dividend for the financial year 2014 â 15 which remain unclaimed for a period of 7 years from its due date of payment.

9. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company is in the process of transferring to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a period of seven (7) consecutive years within the time lines laid down by the Ministry of Corporate Affairs.

The Company has not transferred any shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to Investor Education and Protection Fund on account of reconciliation of list of shareholders between the Company and Bigshare Services Private Limited, Companyâs Registrar and Share Transfer Agent and bank.

10. DIRECTORS:10.1 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Ms. Shipra Malhotra (DIN: 01236811), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

10.2 Changes in the Board of Directors of the Company:

During the financial year 2022 â 23, there were no changes in the Board of Directors of the Company.

10.3 Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the databank maintained with the Indian Institute of Corporate Affairs, Manesar (âIICAâ). Accordingly, the Independent Directors of the Company have registered themselves with the IICA. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

10.4 Familiarization Program for Independent Directors:

The Program intends to provide insights into your Company so that the Independent Directors can understand your Companyâs business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.

10.5 Annual Performance Evaluation:

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non â Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down by the Nomination and Remuneration Committee of your Company and as mandated under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended from time to time.

10.6 Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Saurabh Malhotra â Chairman & Managing Director

2. Mr. Devesh Mishra â Chief Financial Officer

3. Ms. Khyati Jobanputra â Company Secretary and Compliance Officer During the financial year, there was no change amongst key managerial personnel.

None of the Directors have attained the age of 75 years except Mr. Radhe Shyam and Om Prakash Singal. In terms of Regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015, the approval of the members for his re-appointment by way of special resolution has been taken at the 14^th Annual General Meeting of the Company held on 24^th September, 2019.

10.7 Remuneration Policy:

The Board has in accordance with the provisions of Section 178 (3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

10.8 Board Meetings:

During the financial year your Company has held 7 (Seven) Board Meetings which were held on 28^th May, 2022; 21^stJune, 2022, 4^th August, 2022, 12^th August, 2022; 14^th November, 2022; 14^th February, 2023 and 23^rd February, 2023. The maximum interval between any two meetings did not exceed 120 days. As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held during the financial year.

11. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration in excess of limit as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure Aâ and form part of this Report.

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2023 and of the profit of your Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. INTERNAL CONTROL SYSTEM:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

14. SUBSIDIARY COMPANIES:

As on 31^st March, 2023, your Company has following five subsidiaries:

1. Sakuma Exim DMCC

2. Sakuma Exports PTE Limited

3. Sakuma Exports (Ghana) Ltd â Step Down Subsidiary

4. Sakuma Exports Tanzania Pvt. Ltd â Step Down Subsidiary

5. GK Exim FZE WL.L. â Step Down Subsidiary

Salient features of financial statements of your Companyâs Subsidiaries:

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below:

(Rs. in Lakhs)
Sr. No.	Particulars	Sakuma Exim DMCC	Sakuma Exports PTE Limited	Sakuma Exports (Ghana) Ltd	Sakuma Exports Tanzania Pvt. Ltd	GK Exim W.L.L.
1	Reporting Period	Apr - Mar	Apr - Mar	Apr â Mar	Apr - Mar	Apr â Mar
2	Reporting Currency	AED	USD	GHC	TZS	BHD
3	Country	U.A.E	Singapore	Ghana	Tanzania	Bahrain
4	Exchange Rate	22.3725	82.2169	217.9425	0	0
5	Share Capital	11.19	2602.17	43.59	0	0
6	Reserves and Surplus	14714.84	2043.85	-17.12	0	0

Sr. No.	Particulars	Sakuma Exim DMCC	Sakuma Exports PTE Limited	Sakuma Exports (Ghana) Ltd	Sakuma Exports Tanzania Pvt. Ltd	GK Exim W.L.L.
5	Total Assets	14975.67	4763.20	36.02	0	0
8	Total Liabilities	14975.67	4763.20	36.02	0	0
9	Investment other than Investment in subsidiary	0	0.00	0.00	0	0
10	Turnover	27882.80	9979.86	0.00	0	0
11	Profit Before Taxation	331.95	20.09	-4.06	0	0
12	Provision for Taxation	0	1.64	0.00	0	0
13	Profit After Taxation	331.95	18.45	-4.06	0	0
14	Dividend Paid	0	0.00	0.00	0	0

15. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2022 â 23.

16. DEPOSITS:

Your Company has not accepted deposit from the public and members falling within the ambit of Section 73 and Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

17. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:

The details of Loans and Investments made as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Standalone Audited Annual Financial Statements. The Company has not made any guarantees or provided any security in connection with loan made under Section 186 of the Companies Act, 2013.

18. RELATED PARTY TRANSACTIONS:

A Related Party Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at your Companyâs website at the web link, https:// sakumaexportsltd.com/investors/corporate-policy/Related-Party-Transactions-Policy.pdf All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into the following kinds of related party transactions:

â Contracts/arrangement/transactions which are not at armâs length basis or in the ordinary course of business.

â Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as âAnnexure Bâ to this Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given below:

A. Conservation of Energy:

The operations of your Company are not energy intensive. However, wherever possible your Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation:

No expenditure has been incurred by your Company on technology absorption activities during the year under review.

C. Foreign Exchange Earning & Outgo:

(Amount in Lakhs)
Particulars	2022-23	2021-22
(a) Expenditure in Foreign Currency
Travelling Expenses	0.00	0.00
Ocean Freight	8734.26	5283.95
Professional Fees	4.22	0.00
(b) Earnings in Foreign Currency
Export of Goods on FOB basis	146794.18	169686.72
Dividend received from Overseas subsidiary	0.00	0.00

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The nature of business is export and trading in commodities. The inheritant risks to the business of your company are as follows:

a. Foreign Exchange risk

b. Commodity Price risk

c. Risk elements in business transactions

d. Physical risk to cargo

All the above risks have been discussed in the Management Discussion and Analysis Report. The Executive Chairman & Managing Director mitigate the risk with the help of their depth of knowledge of market, assistance of senior management and forecast based on various data available with your Company. Your Company has developed the analysis of market data which helps in decision making and to ensure the mitigation of the risk. There are no risks which threaten the existence of the Company.

Your Company has not formed Risk Management Committee as it is not applicable under Regulation 21 of the SEBI (LODR) Regulations, 2015.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Over the years, your Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behavior in compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Boardâs Audit Committee oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Companyâs Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Companyâs website at https:// sakumaexportsltd.com/investors/corporate-policy/WhistleBlowerPolicy.pdf

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

24. AUDITORS:24.1 Statutory Auditors:

Your Companyâs Auditors, M/s. M. L. Sharma & Co., Chartered Accountants, who retire at the forthcoming Annual General Meeting of your Company, are eligible for re-appointment. Necessary resolution for their re-appointment has been proposed at item no. 4 of the Notice of AGM. Necessary disclosure required to be made in terms of Regulation 36 (5) of SEBI (LODR) Regulations, 2015 have been given in the Explanatory Statement of the Notice of AGM forming part of Annual Report.

The statutory auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Statutory Auditors of your Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors have also furnished a declaration confirming their independence as well as their armâs length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the statutory auditors and the effectiveness of the audit process. The statutory auditors or their representative attend the Annual General Meeting of your Company.

24.2 Statutory Auditorsâ Observations:

The Report given by the Auditors on the Financial Statements of your Company is part of the Annual Report. There are no qualification, observation or adverse remark made by the statutory auditors in their Audit Report.

24.3 Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries, as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2023.

The report of the Secretarial Auditor is attached as âAnnexure Câ. The Secretarial Audit Report has made the following qualification:

A. Non-Transfer of shares on which un-paid dividend is not claimed to IEPF:

As per Section 124 (6) of the Companies Act, 2013, âall shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund along with a statement containing such details as may be prescribed.â

The Company has not transferred any shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to Investor Education and Protection Fund.

Management Response:

25. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

26. COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as âRulesâ) in respect of maintenance an audit of cost records are not applicable to Company.

27. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review

28. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT - 9 of your Company for the financial year ended 31^st March, 2023 is annexed herewith as âAnnexure Dâ.

29. CONSOLIDATED ANNUAL FINANCIAL STATEMENTS:

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2021 â 22 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditorsâ Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC â 1 are provided at Point 14 of the Boards Report which forms part of the Annual Report.

The Audited Annual Financial Statements of the subsidiaries are available for inspection by the Members at the Registered Office of your Company pursuant to the provisions of Section 136 of the Companies Act, 2013. Your Company shall provide free of cost, a copy of the Financial Statements of its subsidiary companies to the Members upon their request. The financial statements are also available on the website of your Company at https://www.sakumaexportsltd.com/overseas-financial-results.html.

30. GREEN INITIATIVES:

In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th May, 2020 and circular No. 10/2022 dated 28^th December, 2022 and SEBI vide its circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th May, 2020 and no. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 5^th January, 2023 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2022 â 23 and notice of the 18^th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 18^th AGM.

Alternatively, if they need the soft copy of the annual report, they are requested to download the same from the website of the Company i.e. www.sakumaexportsltd.com or from the website of National Stock Exchange of India Limited (NSE) i.e. www. nseindia.com and BSE Limited (BSE) i.e. www.bseindia.com or write to the Company at companysecretary@sakumaexportsltd. com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on âManagement Discussion and Analysisâ is attached and form part of this Annual Report.

32. CORPORATE GOVERNANCE:

The Board of Directors affirm their continued commitment to good corporate governance practices. During the year under review, the Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companyâs Secretarial Auditors, M/s. P. P. Shah & Co., Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company firmly believes in providing a safe, supportive and friendly workplace environment â a workplace where our values come to life through the supporting behaviours. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was raised and pending as on 01^stApril, 2022 and no complaint has been raised during the financial year ended 31^stMarch, 2023.

34. MANAGING DIRECTOR & CFO CERTIFICATION:

The Certificate from Mr. Saurabh Malhotra, Chairman and Managing Director and Mr. Devesh Mishra, CFO pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 25^th May, 2023. The certificate is attached and form part of this Report.

35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Mr. Pradip Shah of M/s. P P Shah & Co., Practicing Company Secretaries, has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and form part of this Report.

36. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Mr. Pradip Shah of M/s. P P Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31^stMarch, 2023 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars / guidelines issued thereunder on an annual basis. The said Report has been filed with National Stock Exchange of India Limited and BSE Limited on 29^th May, 2023.

37. INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

38. ONE TIME SETTLEMENT WITH BANKS:

The Company has not made any settlement with the banks or financial institutions.

39. LISTING WITH STOCK EXCHANGES:

Your Company is listed with National Stock Exchange of India Limited and BSE Limited. Your Company has paid the listing fees to each of the Exchanges.

40. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

41. CAUTIONARY STATEMENT:

Mar 31, 2018

TO THE MEMBERS OF SAKUMA EXPORTS LIMITED

The Directors take pleasure in presenting the Thirteenth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2018. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of standalone and consolidated financial results for Sakuma Exports Limited for the financial year 2017 â 18 are tabulated below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
Particulars	2017 - 18	2016 - 17	2017 - 18	2016 - 17
Sales & Other Income	2,19,886.94	2,02,867.87	4,55,672.82	3,92,711.41
Profit Before Depreciation & Tax	2,775.46	2,261.78	5,910.349	4,520.13
Depreciation	47.31	59.51	47.31	59.51
Profit Before Tax	2,728.14	2,202.27	5,863.04	4,460.63
Provision for Tax:
- Current Tax	887.50	750.00	960.68	821.14
- Deferred Tax	(2.18)	(8.28)	(2.18)	(8.28)
- Income Tax of Earlier Years	3.10	15.97	3.10	15.97
Minority Interest and share of loss of associate	0.00	0.00	0.00	0.00
Net Profit After Tax	1,850.07	1,448.95	4,911.79	3,636.11
Add: Surplus from Previous Period	4,758.03	3,309.08	9,857.49	6,595.13
Profit Available for Appropriation	6,608.11	4,758.03	14,769.28	10,231.24
Appropriation	0.00	0.00	(529.78)	(373.75)
Dividend on Equity Shares	(164.26)	0.00	(164.26)	0.00
Dividend Tax	0.00	0.00	0.00	0.00
Adjustment relating to Minority Interest	0.00	0.00	0.00	0.00
Transfer to Statutory Reserve	0.00	0.00	0.00	0.00
Balance carried to Balance Sheet	6,443.85	4,758.03	14,075.25	9,857.49

2. HIGHLIGHTS OF PERFORMANCE

- Total Consolidated Income for the year increased by 16.03% to Rs. 4,55,672.82 Lacs as compared to Rs. 3,92,711.41 Lacs in Previous year.

- Total Consolidated Net Sales for the year were Rs. 4,54,574.55 Lacs as compared to Rs. 3,91,532.95 Lacs in Previous year, a growth of 16.10%.

- Total Consolidated Profit before Tax for the year was Rs. 5,863.04 Lacs as compared to Rs. 4,460.62 Lacs in Previous year, a growth of 31.46%.

3. MANAGING DIRECTOR CERTIFICATION

Certificate from Mr. Saurabh Malhotra, Managing Director, pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 28^th May, 2018.

4. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS

It was a transformative year with the introduction of Goods & Services Tax (GST), an important development that has created a single national market and will benefit both consumer and the trade including the Agri commodities and consumer goods sector. While commodity trade conditions remained volatile during early implementation, it has since stabilized and gradual improvement is being seen in overall demand in Agri commodities. The year witnessed the implementation of GST across country on 01st July 2017, followed by the second round of tax slab reductions implemented by the Government in November. This was a year of uncertainty in the commodity markets and hence, there was a cautious sentiments in commodity trade.

Your Company was agile in transitioning to the new tax regime, given the backdrop of this large transition that the country underwent, the operating environment for your Company throughout the year remained challenging.

The Indian economy witnessed another challenging year with real GDP growth declining to 6.6% vis-a-vis 7.1% in 2016-17, reflecting short term disruption caused by GST implementation, residual impact of cash crunch & deceleration in net exports.

While the global economy continued to witness slow growth during the current year as well, the Indian economy on a macro level stayed fairly robust. Weak performance seen in global economy resulting to slowdown in growth in most emerging and developing economies , driven by weaker capital inflow and a depressed global trade. Imposition of anti-dumping duties and higher tariff between USA-EU & USA-China would result to negative impact on the global trade in short term.

India, however was one of the faster growing economy in the World with a currency that performed better than most other emerging market currencies.

At around 5% growth in 2018, the strong growth momentum in the emerging markets & developing economies is likely to sustain and improve marginally mainly due to robust performance of Agri commodity exporting countries such as Brazil, USA, Argentina, Thailand, Malaysia etc. and an anticipated pick-up in growth in India. Growth in China, however, is projected to slow down in 2018 following tariff issues, reflecting on-going rebalancing of economy towards a more sustainable and broad based commodity consumption and services led growth.

Year in retrospect - Company Performance:

In this challenging business environment, your Company delivered a strong performance despite continuance of export duty barrier throughout the year on export of Sugar from India. This segment contributes a major share in export business of the Company. The Company continued to strive sourcing cargoes from other competitive origins but due to logistic constraints & limitations, the volume of business could not be fully replenished. At the fag end of the year, the Government rolled back much needed export duty on Sugar to clear the glut.

On the domestic front normal & satisfactory monsoon helped higher Sugarcane production in the major Sugar producing states which resulted in higher Sugar output but owing to deterrent of export duty, Indian Sugar prices continued to remain un-competitive in the global markets which deprived the Company to regain itâs export market share.

To sustain the pace of growth, the Company is continuing to increase itâs market share in Edible Oil, Grain and other business segments over previous year with increased top and bottom lines. New locations opened last year to expand Edible Oil business have been contributing good business volume with increased market share and trade margins. The Company also forayed into new business segment of âPetrochemicals & Mineralsâ during the year by importing some trial shipments to test the domestic markets and to explore opportunities of business in this new vertical. The Government also increased import duties on various edible oils in a phased manner during the year to support domestic oilseed prices in order to protect farmersâ interest in the face of declining prices of the products in the global markets. To support higher indigenous production, hike in MSP of Oilseeds, Grain & Pulses for the ensuing Kharif season is also expected which is likely to boost the production of these commodities and surplus will offer an opportunity to export at competitive prices.

In the year under review, overall business grew by 16.03 % driven by better product mix and higher volume. Overall turnover on consolidated basis was at Rs. 4,556.73 Crores (Previous year Rs. 3,927.11 Crores) with EBITDA at Rs. 68.29 Crores (Previous year Rs. 56.44 Crores). PAT at Rs. 49.01 Crores (Previous year Rs. 36.32 Crores). On Standalone basis turnover was at Rs. 2,198.87 Crores (previous year 2,028.68 Crores) with PAT at Rs. 18.40 Crores (previous year 14.45 Crores).

Your Companyâs performance for the year 2017-18 has to be viewed in the context of the aforesaid challenging economic and market environment.

Going forward, on the positive side India remains the fastest growing major economy in the World. The pace of GDP growth is to gather momentum in the medium term on the back of favorable global economies tailwinds, pick up in private investment and implementation of key policy reforms. India continues to be one of the largest Sugar producer in the World with estimated

Sugar production of about 32.50 Million Tonnes during season 2017-18 & about 35.50 Million Tonnes in 2018-19 season, which will leave an estimated export surplus of about 13.50 Million Tonnes during 2018 â 19 season, considering huge opening stock of 10.50 Million Tonnes. Since the roll-back of export duty on Sugar, the Company has secured sizable export order which will add to the top & bottom lines of the current year working.

In India, favourable demographics, rise in income, growing awareness due to technology, easy access to products & services and changing lifestyles are contributing to major shifts in consumer behaviour and offering immense potential for the Agri commodities and food related business. Your Company is fully geared up to capture business opportunities in the changing environment and confident to keep the trajectory of growth in the years to come.

- Working of Subsidiaries:

The overall performance of 2 major subsidiary Companies has been good and in line with the expectation.

Sakuma Exports Pte Ltd., Singapore posted a turnover of USD 16,93,60,764 during the year as against USD 13,21,08,355 recorded in the previous year. A growth of 28.20% in topline on y-o-y basis. Net Profit after tax of this subsidiary for the year rose to USD 7,26,556 (Previous Year USD 6,78,860).

The performance of another subsidiary in Dubai namely, Sakuma Exim DMCC has shown growth in 2017 post the improvement in liquidity condition in Gulf and African markets towards the end of 2016. The Geopolitical scenario of west Asian economies is also showing promising growth which has led to improvement in demand in the global trade. This subsidiary clocked a turnover of AED 72,24,64,108 during the year (Previous Year AED 57,60,44,219). A growth of 25.41% with an increase of 21.76% in Net Profit of AED to 1,33,91,388 from AED 1,09,98,333 in previous year.

5. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

Your Company had adopted Ind-AS with effect from 01^st April, 2017 pursuant to a notification dated 16^th February, 2015, issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind-AS Financials (Standalone and Consolidated) for the financial year ended 31^st March, 2018 along with comparable as on 31^st March, 2017 and Opening Statement of Assets and Liabilities as on 1^st April, 2016.

Your Company has shared all four quarters re-stated Ind-AS Profit and Loss Statement with investors along with quarterly results for comparison.

6. GOODS AND SERVICES TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Honâble Prime Ministerâs mission of âMake in Indiaâ.

Your Company has successfully implemented and migrated to GST with effect from 01^st July, 2017 and changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

7. DIVIDEND

Your Directors are of the view that your Company is currently on the path of growth which requires higher capital deployment to fund the businesses hence need to conserve resources. Keeping in view the objective, Directors are pleased to recommend a final dividend of Re. 1/- per share of Rs. 10/- each for the year 2017-18. The outgo of dividend for the current year amounts to Rs. 2,13,25,943/-.

8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2017 â 18, unclaimed Dividend on Preference Shares of Rs. 49,203/- was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represent Dividend for the year 2009 â 10 which remain unclaimed for a period of 7 years from its due date of payment.

During the year 2017 â 18, unclaimed amount out of redemption of Preference shares carried out in the financial year 201011 of Rs. 4,17,360/- was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represents redemption of preference shares in the year 2010 â 11 which remain unclaimed for a period of 7 years from its due date of payment.

9. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserves.

10. CAPITAL EXPENDITURE

Capital Expenditure during the year, towards Tangible & Intangible Assets, amounted to Rs. 4.55 Lacs, a major part of which was spent on Office Equipment and Computers and Intangible Assets.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company and its subsidiaries are prepared in accordance with applicable provisions of the Companies Act, 2013, Indian Accounting Standard (Ind â AS 110) issued by the Institute of Chartered Accountants of India as well as the SEBI (LODR) Regulations, 2015 together with Auditorsâ Report thereon form part of this Annual Report.

12. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 21.32 Crores. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Promoter and Promoter Group are holding 1,23,63,425 shares equivalent to 57.97% of the total Issued and Paid-up Share Capital.

The Company has increased its Authorized Share Capital from Rs. 30,00,00,000 to Rs. 40,00,00,000. The appropriate fees and stamp duty has been paid to Registrar of Companies, Mumbai. The necessary forms MGT-14 and SH-7 has been filed with Registrar of Companies, Mumbai and approval from Registrar of Companies, Mumbai for the same has been received.

Your Company has issued 49,00,000 equity shares on preferential basis of Rs. 10/- each at a premium of Rs. 97/- to the allottees for which your Company has filed Return of Allotment (form PAS-3) with Registrar of Companies, Mumbai. The said shares were listed on BSE Ltd. and National Stock Exchange of India.

13. CHANGE OF OBJECT CLAUSE

Your Company has changed its Main object by inserting 3 new main objects in the Memorandum of Association of your Company to commence the business of manufacturing of commodities by acquiring an Undertaking / Plant on lease or ownership through Postal Ballot. Your Company has received the Registration Certificate for registration of alteration of object clause from Registrar of Companies, Mumbai, Maharashtra dated 09^th February, 2018.

14. DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

16. SUBSIDIARY COMPANIES

As on 31^st March, 2018, your Company has following five subsidiaries:

1. Sakuma Exim DMCC

2. Sakuma Exports PTE Limited

3. Sakuma Exports (Ghana) Ltd â Step Down Subsidiary

4. Sakuma Exports Tanzania Pvt. Ltd â Step Down Subsidiary

Audited Financial statement of your Companyâs Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below:

(Rs. in Lakhs)

Sr. No.	Particulars	Sakuma Exim DMCC	Sakuma Exports PTE Limited	Sakuma Exports (Ghana) Ltd	Sakuma Exports Tanzania Pvt. Ltd
1.	Reporting Period	Apr - Mar	Apr - Mar	Apr - Mar	Apr - Mar
2.	Reporting Currency	AED	USD	GHC	TZS
3.	Country	U.A.E	Singapore	Ghana	Tanzania
4.	Exchange Rate	17.71	65.14	14.76	65.14
5.	Share Capital	8.86	107.48	0.00	0.98
6.	Reserves and Surplus	7448.46	1245.83	0.87	0.00
5.	Total Assets	28126.85	14893.90	0.00	0.00
8.	Total Liabilities	28126.85	14893.90	0.00	0.00
9.	Investment other than Investment in subsidiary	0.00	0.00	0.00	0.00
10.	Turnover	126826.25	109107.30	0.00	0.00
11.	Profit Before Taxation	2760.30	552.10	0.00	0.00
12.	Provision for Taxation	0.00	(73.18)	0.00	0.00
13.	Profit After Taxation	2760.30	478.92	0.00	0.00
14.	Dividend Paid	(178.12)	0.00	0.00	0.00

17. DIRECTORS

17.1 Appointment of Director

Your Company has at its Board Meeting held on 29^th May, 2017 appointed Mr. Vivek Grover as Director (Non Executive Non Independent) of your Company w.e.f. 29^th May, 2017. The approval from Members has been taken at Item No. 5 in Notice of 12^th Annual General Meeting held on 26^th September, 2017.

17.2 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Ms. Shipra Malhotra (DIN: 01236811), Director, retires by rotation at the forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment.

17.3 Declaration by Independent Directors

Your Company has received declarations from the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Section 149(6) of the Companies Act, 2013 and under Regulation 17 of the SEBI (LODR) Regulations, 2015.

17.4 Familiarization Programme for Independent Directors

17.5 Annual Board Evaluation

According to Regulation of 25(3) of the SEBI (LODR) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 05^th January, 2017 issued by SEBI on Guidance Note on Board Evaluation, a meeting of the Independent Directors was held on 12^th February, 2018 to inter alia, evaluate the performance of the Board as a Whole, Non-Independent Directors, including the Chairman. Before the Meeting of Independent Directors, the Board in its meeting held on the same day evaluated the performance of the Independent Directors and Committees of the Board.

17.6 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. *Mr. Chander Mohan, Executive Chairman â WTD

2. Mr. Saurabh Malhotra â Chairman & Managing Director

*Ceased to be Director w.e.f. 4^th May, 2017

None of the Key Managerial Personnel has resigned during the year under review.

17.7 Remuneration Policy

The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

17.8 Change of Compliance Officer

Your Company has at its Board Meeting held on 12^th February, 2018 accepted the resignation of Mr. Raju Pillai w.e.f. 12^th February, 2018. Your Company has at its Board Meeting held on 12^th February, 2018 appointed Mr. Prakash Taparia as Compliance Officer in place of Mr. Raju Pillai w.e.f. 12^th February, 2018.

Your Company has intimated the same to the necessary authorities such as the Stock Exchange(s) where the securities of Company are listed i.e. BSE Ltd. and National Stock Exchange of India, Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Registrar and Share Transfer Agent (RTA) of your Company i.e. Bigshare Services Private Limited regarding the change of Compliance Officer.

17.9 Board Meetings

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 7 (Seven) Board Meetings which were held on 29^th May, 2017; 24^th August, 2017; 13^th September, 2017; 14^th October, 2017; 12^th December, 2017; 29^th December, 2017 and 12^th February, 2018. The maximum interval between any two meetings did not exceed 120 days.

18. DIRECTORSâ RESPONSIBILITY STATEMENT

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2018 and of the profit of your Company for the year ended on that date;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. PLEDGE OF SHARES

During the year, the following promoters have pledged the shares with the Banks and Financial Institutions:

Name of the Promoter	No. of Shares pledged	As a % of total shares held
Late Chander Mohan	3,10,000	20.22
Saurabh Malhotra	9,10,000	28.19
Total	12,20,000	7.43

20. RELATED PARTY TRANSACTIONS

A Related Party Policy has been adopted by the Board of Directors at its meeting held on 14^th August, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at your Companyâs official website at the web link http://www.sakumaexportsltd.com/policies.html. The Audit Committee reviews all related party transactions quarterly.

Further, the members may note that your Company has not entered into the following kinds of related party transactions:

â Contracts/arrangement/transactions which are not at armâs length basis

â Any Material contracts/arrangement/transactions

21. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

23. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Companyâs financial position have occurred between the end of the financial year of your Company and date of this report.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No complaint has been raised during the year ended 31^st March, 2018.

25. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2017 - 18.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

27. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The nature of business is export and trading in commodities. The inherent risks to the business of your company are as follows:

a. Foreign Exchange risk

b. Commodity Price risk

c. Risk elements in business transactions

d. Physical risk to cargo

All the above risk have been discussed in the Management Discussion and Analysis Report. The Executive Chairman & Managing Director mitigate the risk with the help of their depth of knowledge of market, assistance of senior management and forecast based on various data available with your Company. Your Company has developed the analysis of market data which helps in decision making and to ensure the mitigation of the risk.

Your Company has not formed Risk Management Committee as it is not applicable under Regulation 21 of the SEBI (LODR) Regulations, 2015.

28. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

An independent Internal Audit function is an important element of your Companyâs internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.

Your Company has in place, adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Audit Committee reviewed the audit program and findings of the Internal Audit department and your Company when needed takes corrective actions.

29. INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision making to grow the business. Over the years, your Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

31. AUDITORS

31.1 Statutory Auditors

Your Companyâs Auditors, M/s. M. L. Sharma & Co., Chartered Accountants, who retire at the forthcoming Annual General Meeting of your Company, are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of your Company. As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

31.2 Statutory Auditorsâ Observations

The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except as qualified in Secretarial Audit Report.

31.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. P. P. Shah & Co., Practicing Company Secretary to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Bâ to this Report.

31.4 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary & Chief Financial Officer:

As per Section 203 (1) (ii) & (iii), the Company is required to appoint Company Secretary & Chief Financial Officer.

The Company has not appointed Company Secretary & Chief Financial Officer, consequently the Annual Audited Financial Statements are not signed by Company Secretary & Chief Financial Officer. In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Raju Pillai, General Manager, Accounts & Treasury as Compliance Officer who resigned w.e.f. 12^th February, 2018 and thereafter Mr. Prakash Taparia, General Manager was appointed as Compliance Officer who looks after the compliance of the Companies Act, 2013 and the SEBI Act and rules made thereunder.

(ii) The Company has availed the services of Practicing Company Secretary for advising on compliance of the Companies Act, 2013 and the SEBI Act and rules made thereunder.

(iii) The Volume and Scope of work for the Company Secretary & Chief Financial Officer are less and it is not a full time work and the job of Company Secretary & Chief Financial Officer are not attractive commensurate with the scope of work and salary.

B. Corporate Social Responsibility :

As per Section 135 of the Companies Act, 2013, the CSR is applicable to the Company. The Company is required to spend approximately Rs. 35.95 Lacs for the year 2017 â 18, Rs. 28.19 Lacs for the year 2016 â 17, Rs. 19.37 Lacs for the year 2015 â 16 and Rs. 17.79 Lacs for the year 2014 â 15. The total cumulative unspent amount is Rs. 101.31 Lacs, out of which the Company has spent a sum of Rs. 60 Lacs during the financial year to charitable trusts for education. In this regard the management of the Company has provided the following reply:

The Company has spent Rs. 60 Lacs in form of contributions to multiple trusts imparting education. Also the company has identified some schools for the purpose of making contributions in terms of resources like Furniture, Laptops and projectors etc. The unspent amount of CSR amounting to Rs. 41,31,516/- will be spend during the current financial year 2018 - 19.

32. CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investorsâ protection and maximizing long-term shareholders value. The certificate from M/s. M. L. Sharma & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the Securities and Exchange Board of India (LODR) Regulations, 2015 of the Stock Exchanges is annexed.

33. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on âManagement Discussion and Analysisâ is attached and form part of this Annual Report.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given below:

A. Conservation of Energy

The operations of your Company are not energy intensive. However, wherever possible your Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by your Company on research and Development activities during the year under review.

35. LISTING WITH STOCK EXCHANGES

Your Company is listed with BSE Limited and National Stock Exchange of India Limited and your Company has paid the listing fees to each of the Exchanges.

36. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure Câ.

37. PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration in excess of limit as prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure Dâ and form part of this Report.

38. HUMAN RESOURCES

The relations of the employees of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening your Companyâs Polices and Systems. Your Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

39. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Companyâs 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.

40. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

41. GREEN INITIATIVES

Electronic copies of the Annual Report 2017 â 18 and Notice of the 13^th Annual General Meeting are sent to all members whose email addresses are registered with your Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2017 â 18 and Notice of the 13^th Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to your Company.

42. ACKNOWLEDGEMENTS

43. CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis describing your Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Place: Mumbai Saurabh Malhotra

Date: 28^th May, 2018 Chairman & Managing Director

Mar 31, 2016

The Directors take pleasure in presenting the Eleventh Annual Report together with the audited financial statements for the year ended 31^st March, 2016. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of standalone and consolidated financial results for Sakuma Exports Limited for the financial year 2015-16 are tabulated below:

Financial Results For The Year Ended March 31, 2016 (Rs. in lacs)

	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Sales & Other Income	1,80,603.33	1,09,313.81	3,13,912.23	1,81,025.13
Profit before depreciation & Tax	2000.13	1329.73	3759.44	2470.22
Depreciation	70.82	83.30	70.99	83.60
Profit before Tax	1929.30	1246.43	3688.45	2386.62
Provision for Tax
-Current Tax	635	385.05	521.74	385.18
- Deferred Tax	(10.14)	(12.88)	(10.14)	(12.88)
- Income Tax of Earlier years	(2.62)	0.89	(2.62)	1.23
Minority Interest and share of loss of associate	0.00	0.00	(46.12)	54.79
Net Profit after tax	1307.06	873.37	3225.59	1958.30
Add: Surplus from previous period	2349.10	1639.99	4695.24	2901.20
Profit Available for Appropriation	3656.16	2513.36	3225.59	4859.50
Appropriation
Dividend on Equity Shares	164.26	164.26	164.26	164.26
Dividend Tax	3.76	0	3.76	0
Adjustment relating to Minority Interest	0	0	94.42	0
Transfer to Statutory Reserve	0	0	0	0
Balance carried to Balance Sheet	3488.14	2349.10	7658.38	4695.24

2. HIGHLIGHTS OF PERFORMANCE

- Total Consolidated income for the year increased by 73% to Rs.313,912.23 Lacs as compared to Rs.181,025.13 Lacs in Previous year.

- Total consolidated net sales for the year was Rs.312,884.19 Lacs as compared to Rs.179,445.91 Lacs in Previous year, a growth of 74 %.

- Total consolidated profit before tax for the year was Rs.36.88 Crores as compared to Rs.23.86 Crores in Previous year, a growth of 55%.

3. BUSINESS OPERATIONS REVIEW AND FUTURE PROSPECTS

The year under review was yet another year full of challenges for the company. On the domestic front, weak monsoon for the second consecutive year adversely affected kharif crops. Weaker agriculture production led to increase in domestic prices which made exports difficult to compete in the global markets. The financial support for exports from the government was insufficient and untimely. As Indian exports volume has been coming down for the last 2 years, the government may consider to financially support exports of agriculture products.

Globally , the scenario did not show any improvement and continued to be grim. Several European economies continued to face recessionary trends. Even China also faced recessionary conditions. Another factor which adversely affected the global trade is unstable political conditions and continued hostilities in the Middle East and North Africa which made the trade risky.

Your Company, which has been actively and continuously diversifying and expanding the products, markets and procurement centers could manage to improve itâs performance because of itâs dynamic & well planned strategies. There has been a substantial contribution by new products which were included in our trading basket in the last 2 years like edible oil and pulses. With increase in focus in trading of edible oil and pulses as well as widening of client base. Your Company is likely to achieve higher growth and performance in the years to come.

In the face of tough , volatile & competitive Global market environment, your Company continued to strive not only to improve top line but also was successful in achieving higher growth by innovation & tapping new markets and adding new commodities in the basket . The Company also continued itâs focus on domestic markets and attained better sales than last year to maintain the growth in this segment of business.

- Working of Subsidiaries:

Overall performance of subsidiary Companies has been good. Sakuma Exim DMCC achieved a turnover of AED 547,795,542 in the current financial year (Previous Year AED 244,878,284) with a Net Profit of AED 11,362,211(Previous Year AED 4,926,092)

However working of another subsidiary in Dubai namely GKM General Trading LLC has not been very good . The main reason is that it has been dealing with local distribution business. Of late, the business in local trading has been declining & not commensurate with the investment , efforts & business risk . The management is considering to eventually exit from this Company .

The management, therefore diverted the efforts & resources in the working of another subsidiary in UAE namely Sakuma Exim DMCC which has been doing very well. This strategy proved very fruitful & volume of business and profitability increased to AED 11,362,211. in the current year ( Previous Year AED 4,926,092) An increase of 130 % over previous year .

Another subsidiary in Singapore namely Sakuma Exports Pte Ltd., started independent commercial operation beginning November, 2015. In the very first year of about 5 months, it achieved topline of USD 53,371,538 with a net profit after tax of USD 481,078. This subsidiary company is showing positive sign of healthy growth and the business prospects look promising and this subsidiary is expected to contribute significant share of growth in the years to come. With more focus & deployment of resources, this subsidiary is also expected to yield better results in the years to come.

Subsidiary Companies in Ghana and Tanzania could not get any headway yet in the business after suspension of trade activities in the past. The management will consider to re-operationalize these subsidiaries and look for appropriate business opportunities.

4. DIVIDEND

Pursuant to the approval of Board of Directors on 11^th March, 2016, your Company had distributed an Interim Dividend of Rs.1/- per share, of face value of Rs.10/- each, to shareholders, who were on the Register of Members of the Company as on 19^th March, 2016 being the record date fixed by the Board of Directors for this purpose. Total dividend payout including dividend distribution tax would aggregate to Rs.1,68,02,193.

The Board of Directors of the Company does not recommend any Final dividend for the financial year 2015-2016. The Interim Dividend will be considered as final dividend for the financial year 2015-16.

During the year 2015-16, unclaimed Dividend on Equity Shares of Rs.1,06,190/- and on Preference Shares of Rs.37,890/- was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001. The said amount represent Dividend for the year 2007-08 which remain unclaimed for a period of 7 years from its due date of payment.

5. TRANSFER TO RESERVES

The Company proposes to transfer an amount of Rs. Nil to the General Reserves and an amount of Rs.11,39,03,833 is proposed to be retained in the Statement of Profit and Loss.

6. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable provisions of the Companies Act, 2013, Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as the SEBI (LODR) Regulations, 2015 together with Auditorsâ Report thereon form part of this Annual Report.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was Rs.16.43 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in the Companyâs share capital during the year under review.

8. DEPOSITS

The Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. SUBSIDIARY COMPANIES

As on 31^st March, 2016, the Company has following five subsidiaries:

1. GKM General Trading LLC

2. Sakuma Exim DMCC

3. Sakuma Exports Pte Limited

4. Sakuma Exports (Ghana) Ltd- Step Down Subsidiary

5. Sakuma Exports Tanzania Pvt. Ltd- Step Down Subsidiary Audited Financial statement of the Companyâs Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules, 2014 are given below:

(Rs.in Lacs)

Sr. No	Particulars	GKM General Trading LLC	Sakuma Exim DMCC	Sakuma Exports Pte Limited	Sakuma Exports (Ghana) Ltd	Sakuma Exports Tanzania Pvt. Ltd
1	Reporting Period	Apr - Mar	Apr - Mar	Apr - Mar	Apr -Mar	Apr - Mar
2	Reporting Currency	AED	AED	USD	GHC	TZS
3	Country	U.A.E	U.A.E	Singapore	Ghana	Tanzania
4	Exchange Rate	17.99	17.99	66.10	16.13	0
5	Share Capital	5.28	8.98	109.07	Nil	1.00
6	Reserves and Surplus	281	3367	339.70	(5865)	(1.00)
5	Total Assets	369	20868	10354	111.50	0
8	Total Liabilities	83	17492	9906	277.72	0
9	Investment other than Investment in subsidiary	0	0	0.99	0	0
10	Turnover	2038	98548	35279	100.25	0
11	Profit before taxation	(443)	2044	356.58	(150.27)	(1.00)
12	Provision for Taxation	Nil	Nil	38.35	Nil	0
13	Profit after taxation	(443)	2044	318.23	(150.27)	(1.00)
14	Dividend Paid	179	Nil	Nil	Nil	0

11. DIRECTORS

11.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Shipra Malhotra, Director, retires by rotation at the forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment.

11.2 Declaration by Independent Directors

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under sub-section 6 of section 149 of the Companies Act, 2013 and under regulation 17 of the SEBI (LODR) Regulations, 2015.

11.3 Familiarization Programme for Independent Directors

The Program intends to provide insights into the Company so that the Independent Directors can understand the Companyâs business in depth and the roles, rights, responsibility that they are expected to perform/enjoy in the Company to keep them updated on the operations and business of the Company thereby facilitating their active participation in managing the affairs of the Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of the Company.

11.4 Board Evaluation

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the Board Committees, in due compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The performance evaluation of the Independent Directors was carried by the entire Board and the performance evaluation of the Chairman and Non â Independent Directors was carried out by the Independent Directors.

The Board evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration policy of the Company.

11.5 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Mr. Chander Mohan, Executive Chairman-Whole Time Director

2. Mr. Saurabh Malhotra, Managing Director

None of the Key Managerial Personnel has resigned during the year under review

11.6 Remuneration Policy

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

11.7 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year the Company has held 5 (five) Board Meetings which were held on 15^th May, 2015; 13^th August, 2015; 14^th November, 2015; 13^th February, 2016 & 11^th March, 2016. The maximum interval between any two meetings did not exceed 120 days.

12. DIRECTORSâ RESPONSIBILITY STATEMENT

a) that in the preparation of the annual financial statements for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. PLEDGE OF SHARES

The following promoters have pledged their shares with the Banks:

Name of the Promoter	No. of Shares pledged	As a % of total shares held
Chandermohan	3,10,000	20.22
Saurabh Malhotra	9,10,000	28.19
TotaI	12,20,000	7.43

14. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

16. DISCLOSURES UNDER SECTION 134 (3) (I) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:

Particulars	Number of Complaints
Number of complaints received	Nil
Number of complaints disposed off	Nil

18. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2015-16.

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

20. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The nature of business is export and trading in commodities. The inheritant risks to the business of the company are as follows:

a. Foreign Exchange risk

b. Commodity Price risk

c. Risk elements in business transactions

d. Physical risk to cargo

All the above risk have been discussed in the Management Discussion and Analysis Report. The Executive Chairman & Managing Director mitigate the risk with the help of their depth of knowledge of market, assistance of senior management and forecast based on various data available with the Company. The Company has developed the analysis of market data which helps in decision making and to ensure the mitigation of the risk.

The Company has not formed Risk Management Committee as it is not applicable under regulation 21 of the SEBI (LODR) Regulations, 2015.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

23. AUDITORS

23.1 Statutory Auditors

The Companyâs Auditors, M/s. M. L. Sharma & Co., Chartered Accountants, who retire at the forthcoming Annual General Meeting of the Company, are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company. As required under regulation 33 of SEBI (LODR) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

23.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P. P. Shah & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Bâ to this Report.

23.3 Qualifications in Secretarial Audit Report

a) Appointment of Company Secretary & Chief Financial Officer:

As per section 203 (1) (ii) & (iii), the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer, consequently the annual audited financial statements are not signed by Company Secretary & Chief Financial Officer. In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Raju Pillai as Compliance Officer of the Company who looks after the compliance of Companies Act, 2013 and SEBI Act and rules made there under.

(ii) The Company has availed the services of Practicing Company Secretary for advising on compliance of Companies Act, 2013 and SEBI Act and rules made there under

(iii) The Volume and Scope of work for the Company Secretary is less and it is not a full time work and the job of Company Secretary is not attractive commensurate with the scope of work and salary.

b) Corporate Social Responsibility :

As per section 135 of the Companies Act, 2013, the CSR is applicable to the Company. The Company is required to spend approximately Rs.19.37 lacs for the year 2015-16 and Rs.17.79 lacs for the year 2014-15. During the financial year ended 31st March, 2016, the Company has not spent the said amount on eligible CSR activities for the year 2015-16 as well as 2014-15. In this regard the management of the Company has provided the following reply:

During the financial year the Company has decided to spend accumulated CSR amounting '' 37, 16,868/- in the financial year 2016-17.

24. CORPORATE GOVERNANCE

A separate report on Corporate Governance and a certificate from M/s. M. L. Sharma & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. Further, a declaration signed by the Executive Chairman and Managing Director, affirming compliance with the code of conduct by all the Board members and senior management personnel along with certificate required under Schedule V (D) of SEBI (LODR) Regulations, 2015, is also given in this Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the schedule V (B) of SEBI (LODR) Regulations, 2015, report on âManagement Discussion and Analysisâ is attached and form part of this Annual Report.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

C. Foreign Exchange Earning & Outgo

(Amount in Rs.)

Particulars

2015-16

2014-15

(a) Expenditure in Foreign Currency

- Professional and Consultation Fees

- Travelling Expenses

- Commission

- Import

626,491

18,80,403

Nil

180,42,46,356

15,336

44,37,505

33,92,454

138,23,83,752

(b) Earnings in Foreign Currency

- Export of Goods on FOB basis.

145,08,97,028

4,39,08,57,964

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Câ.

28. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5, 00,000/- per month or Rs.60,00,000/- per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. HUMAN RESOURCES

The relations of the employees of the Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companyâs Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs 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.

31. ENHANCING SHAREHOLDERS VALUE

32. GREEN INITIATIVES

Electronic copies of the Annual Report 2015-16 and Notice of the 11^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015-16 and the Notice of the 11^th Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

33. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

34. CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Place: Mumbai Chander Mohan Saurabh Malhotra

Date: 28^th May, 2016 Chairman Managing Director

Mar 31, 2015

THE MEMBERS OF SAKUMA EXPORTS LIMITED

The Directors take pleasure in presenting the Tenth Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Financial Results For The Year Ended March 31, 2015 (Rsin lacs)

Standalone 2014-15 2013-14

Sales & Other Income 1,09,313.81 1,01,459.22

Profit before depreciation & Tax 1329.73 1,132.64

Depreciation 83.30 79.32

Profit before Tax 1246.43 1,053.32

Provision for Tax

- Current Tax 385.05 365.00

- Deferred Tax (12.88) (16.17)

- Income Tax of Earlier years 0.89 (0.61)

Minority Interest and share of loss of associate 0.00 0.00

Net Profit after tax 873.37 705.10

Add: Surplus from previous period 1639.99 1,127.07

Profit Available for Appropriation 2513.36 1,832.17

Appropriation

Dividend on Equity Shares 164.26 164.26

Dividend Tax - 27.92

Excess provision of Reversed back - -

Transfer to Statutory Reserve - -

Balance carried to Balance Sheet 2349.10 1,639.99

Consolidated 2014-15 2013-14

Sales & Other Income 181025.13 1,58,182.06

Profit before depreciation & Tax 2470.22 2,217.26

Depreciation 83.60 79.70

Profit before Tax 2386.62 2,137.56

Provision for Tax

- Current Tax 385.18 365.79

- Deferred Tax (12.88) (16.17)

- Income Tax of Earlier years 1.23 (0.61)

Minority Interest and share of loss of associate 54.79 158.32

Net Profit after tax 1958.30 1630.23

Add: Surplus from previous period 2901.20 1399.77

Profit Available for Appropriation 4859.50 3093.37

Appropriation

Dividend on Equity Shares 164.26 164.26

Dividend Tax - 27.92

Excess provision of Reversed back - -

Transfer to Statutory Reserve - -

Balance carried to Balance Sheet 4695.24 2,901.20

Note: During the relevant financial year, the company has received dividend from its foreign subsidiary, GKM General Trading LLC, of Rs. 1,75,39,246/- on which the company is liable to pay Rs26,30,887/- as dividend tax u/s 115BBD of the Income Tax Act. As the Dividend received from the foreign subsidiary is higher than the proposed dividend and as the tax paid or payable on the dividend received from foreign subsidiary is eligible for set-off against liability of dividend distribution tax payable u/s 115-O of the Act, no separate provision for dividend distribution tax is made.

The Company proposes to transfer an amount of Rs. Nil to the General Reserves and amount of Rs23,49,09,946 is proposed to be retained in the Statement of Profit and Loss.

2. HIGHLIGHTS OF PERFORMANCE

- Total income for the year increased by 7.75 % to Rs.1,09,313.81 Lakhs as compared to Rs1,01,459.24 Lakhs in Previous year

- Total net sales for the year was Rs1,08,085.35 Lakhs as compare to Rs.1,01,132.15 Lakhs in Previous year, a growth of 6.88 %

- Total profit before tax for the year was Rs12.46 Crores as compare to Rs10.53 Crores in Previous year

3. OPERATIONS REVIEW AND FUTURE PROSPECTS

The year under review was yet another year full of challenges for the Company under domestic front owing to late onset of monsoon. Commencement of Sugar production got delayed resulting in loss of business opportunities during the month of October & November in Sugar business which is a prime commodity of Company's business. The year started under global recessionary conditions, though there was improvement in U.S. economy. Global scenario continued to be grim with several economics including few European economies reeling under recession which lead to decline in the Global prices of commodities. In the circumstances Indian Agri products lost parity and business competitiveness. Weakening of major economies affected international trade adversely. The international prices of agricultural products were mostly lower than those prevailing in India. With bearish micro environment and lower returns, Overseas investors were shy and there was general exit of investment in commodities. This adversely affected Indian exports in agricultural commodities. Mismatch in prices continued throughout the year which resulted in overall fall in the export volume. Domestic prices of other Agri Commodities viz. Rice, Oilseed Extraction, Maize, Wheat etc. continued to mismatch rendering export business un-remunerative in general which adversely impacted topline of the Company. Weak demand of Raw Cotton from China & other importing countries also continued during the year. During the year China's Raw Cotton import dropped to US$ 690 Million as against US$ 1910 Million in 2013-14 registering a decline of about 65% year on year basis. Same is the case with other Raw Cotton importing countries viz. Bangladesh, Vietnam etc. as a result, the Company could not make much headway in cotton exports.

However, in the last quarter, turnover shortfall was largely compensated after announcement of export subsidy by the Govt. on Raw Sugar and the Company was able to secure large export orders. The Company achieved standalone turnover of Rs422 Crores only in the first 9 months (Previous year Rs627 Crores) in the face of tough global market conditions but the shortfall was largely compensated in the last quarter by achieving a turnover of Rs659 Crores (Previous year Rs384 Crores) on standalone basis which was the historic high turnover in any quarter so far.

During the lean period of first 10 month of the year when exports were not providing adequate business opportunities, the Company focused on domestic trade and import of edible oils to deploy it's resources gainfully to end first 9 months period of the year with marginal profits.

Since announcement of the subsidy on export of Raw Sugar, Indian Raw Sugar prices reconciled to some extent with Global markets and the Company secured large export orders which continued to be executed in the current financial year.

Despite many odds, the Company was able to show stable growth in overall turnover & margins on the back of efficiency and scale of economics. On standalone basis the Company achieved Turnover of ' 1081.00 Crores (previous year Rs1014.59 Crores) with Profit before tax at Rs12.46 Crores (previous year Rs10.53 Crores).

As reported last year the company is continuously strengthening it's marketing network, widening and diversifying it's product range & markets and planning to rope-in more & more customers and explore untapped markets to achieve higher growth in the years to come.

- Working of Subsidiaries :

The working of one subsidiary Company namely Sakuma Exim DMCC in Dubai continued to achieve stable growth. Turnover of Sakuma Exim DMCC during the financial year 2014-15 was AED 244,878,284 (previous year AED 193,266,830). An increase of 26.70% year on year basis with net profit of AED 4,926,092 (previous year AED 1,957,355). GKM General Trading LLC achieved turnover of AED 185,212,500 as against AED 202,294,280 in the previous year with net profit of AED 1,373,706 (previous year 3,05,7411). Looking to the profitability & healthy reserve position, GKM General Trading LLC declared & paid maiden dividend of AED 1,300,000 during the year under review.

Subsidiary Companies in Ghana & Tanzania could not make any significant contribution. As a measure of abundant precaution & safety of human capital, the Company's personnel were called back home due to outbreak of Ebola epidemic in many African countries. Management is considering to re-establish those offices as well as proposes to shortly re-operationalize & strengthen the subsidiary Company in Singapore. We are working to strengthen these subsidiary Companies and expect good performance in near future.

4. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs1/- per equity share of Rs10 each. The total outgo for the current year amounts to Rs1,97,10,165, including dividend distribution tax of Rs32,83,546/- as against including dividend distribution tax of Rs27,91,589 / - in the previous year.

Note: During the relevant financial year, the company has received dividend from its foreign subsidiary, GKM General Trading LLC, of Rs. 1,75,39,246/- on which the company is liable to pay Rs26,30,887/- as dividend tax u/s 115BBD of the Income Tax Act. As the Dividend received from the foreign subsidiary is higher than the proposed dividend and as the tax paid or payable

on the dividend received from foreign subsidiary is eligible for set-off against liability of dividend distribution tax payable u/s 115-O of the Act, no separate provision for dividend distribution tax is made.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs16.43 Crores. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of Shares % of Total Capital

Chander Mohan Malhotra 14,74,959 8.98

Saurabh Malhotra 32,20,000 19.61

Ashok Kumar Doda 100 0.001

Radhe Shyam 68,053 0.41

Om Parkash Singal 1000 0.01

Shipra Mediratta 500 0.003

6. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs25,49,07,830. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6.1 DEPOSITS

The Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

6.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the financial year the Company was required to spend Rs17.80 lacs towards Corporate Social Responsibility Activities. The Company has not spent any amount towards CSR activities since the Company could not find suitable NGOs or other CSR activity. The Company has provided the said amount in the books of accounts of the Company. The CSR Committee is actively pursuing the matter by talking with NGOs and other institutions through whom CSR corpus can be spent.

8. BUSINESS RISK MANAGEMENT

The nature of business is export and trading in commodities. The inheritant risk to the business of the company is as follows:

a. Foreign Exchange risk

b. Commodity Price risk

c. Risk elements in business transactions

d. Physical risk to cargo

All the above risk has been discussed in the Management Discussion and Analysis Report. The nature of risk is dynamic of business and entrepreneurship. The Company is of the opinion that the formation of Risk management committee is not feasible and in the board meeting there is a formal discussion on risk to the business and how to mitigate the same.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

11. SUBSIDIARY COMPANIES

11.1 GKM General Trading LLC

11.2 Sakuma Exim DMCC

11.3 Sakuma Exports Pte Limited

11.4 Sakuma Exports (Ghana) Ltd- Step Down Subsidiary

11.5 Sakuma Exports Tanzania Pvt. Ltd- Step Down Subsidiary

11.6 Audited Financial statement of the Company's Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-I pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules, 2014 are given below:

(Rsin Lacs)

Particulars GKM General Sakuma Exim Trading LLC DMCC (in AED ) (in AED)

Reporting Period Apr - Mar Apr - Mar

Reporting Currency AED AED

Country U.A.E U.A.E

Exchange Rate 16.97 16.97

Share Capital 4.98 8.47

Reserves and Surplus 851.02 1247.62

Total Assets 946.26 12584.61

Total Liabilities 90.26 11328.52

Investment other than Nil Nil

Investment in subsidiary

Turnover 31430.56 41555.84

Profit before taxation 233.12 835.96

Provision for Taxation Nil Nil

Profit after taxation 233.12 835.96

Proposed Dividend 220.61 Nil

Particular Sakuma Exports Sakuma Exports Pte Limited (Ghana) Ltd (in USD) (in GHC)

Reporting Period Apr - Mar Apr -Mar

Reporting Currency USD GHC

Country Singapore Ghana

Exchange Rate 62.52 16.46

Share Capital 103.16 NIl

Reserves and Surplus 20.30 82.49

Total Assets 131.09 119.27

Total Liabilities 7.63 36.78

Investment other than Nil Nil

Investment in subsidiary

Turnover 40.93 278.90

Profit before taxation 4.52 (18.01)

Provision for Taxation 0:47 NIl

Profit after taxation 4.05 (18.01)

Proposed Dividend NIL NIL

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

13. DIRECTORS:

In terms of the articles of association of the Company, Ms. Shipra Mediratta, Non-Executive Director, retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appointment.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Om Parkash Singal has completed 1 year term as Independent Director as on 31st March, 2015. The Company proposes to re-appoint him, as Independent Director for a further period of 4 years till conclusion of the 14th Annual General Meeting of the Company in the calendar year 2019. The Company has received requisite notices in writing from members proposing Mr. Om Parkash Singal for appointment as Independent Director.

The Company has received declarations from the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

13.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

17. AUDITORS

17.1 Statutory Auditors

M/s. S. N. K. & Co., Chartered Accountants, the outgoing auditors has expressed their unwillingness to be re-appointed as auditors of the company.

It is proposed to appoint M/s M.L Sharma & Co., Chartered Accountant as Statutory Auditor of the company in place of M/s. S. N. K. & Co., Chartered Accountants. The Company has received a letter from M/s M.L Sharma & Co. Chartered Accountant to the effect that their appointment if made would be maintain be within the prescribed limit under Section 141(1)(g) of the Companies Act, 2013 and that they are willing to act as statutory auditors of the company.

17.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs P. P. Shah & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

17.3 Qualifications in the Secretarial Report

A. Appointment of Company Secretary & Chief Financial Officer:

As per section 203(1)(ii) & (iii), the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Raju Pillai as Compliance Officer of the Company who looks after the compliance of Companies Act, 2013 and SEBI Act and rules made thereunder.

(ii) The Company has availed the services of Practicing Company Secretary for advising on compliance of Companies Act, 2013 and SEBI Act and rules made thereunder

(iii) The Volume and Scope of work for the Company Secretary is less and it is not a full time work and the job of Company Secretary is not attractive commensurate with the scope of work and salary.

B. Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the CSR is applicable to the Company. The Company is required to spend approximately Rs17.80 lakhs. During the financial year ended 31st March, 2015, the Company has not spent the said amount on eligible CSR activities. In this regard the management of the Company has provided the following reply:

(i) The Company has made the provisions in the books of accounts and transfer the amount Rs17.80 lakhs to CSR and the company will spent the same in current year

18. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

19. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given below:

In pursuance of the provisions of section 143(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

C. Foreign Exchange Earning & Outgo:

(Amount in Rs.)

For the year ended For the year ended Particulars 31 March, 2015 31 March, 2014

(a) Expenditure in Foreign Currency

- Professional and consultation fees 15,336 -

- Business Promotion 58,316 -

- Inspection Charges 1,05,246 -

- Cargo Storage Charges 1,49,797 -

- Travelling Expenses 44,37,505 21,83,838

- Ocean Freight 10,68,77,949 14,15,383

- Import of Goods 1,38,23,83,752 19,16,55,112

(b) Earnings in Foreign Currency

- Export of goods on FOB basis. 4,39,08,57,964 8,54,76,06,724

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C".

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 Compliance Officer in this regard.

23. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

24. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Sd/- Sd/- Mumbai (Chander Mohan) (Saurabh Malhotra) Date: 15th May, 2015 Chairman Managing Director

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting their Ninth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2014.

Financial Highlights

FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2014 (Rs'' in lacs)

Standalone 2013-14 2012-13

Sales & Other Income 1,01,459.22 62,189.26

Profit before depreciation & Tax 1,132.64 694.32

Depreciation 79.32 88.56

Profit before Tax 1,053.32 605.76

Provision for Tax

- Current Tax 365.00 181.21

- Deferred Tax (16.17) (15.70)

- Income Tax of Earlier years (0.61) 21.69

Minority Interest and share of loss of associate

Net Profit after tax 705.10 418.56

Add: Surplus from previous period 1,127.07 899.42

Profit Available for Appropriation 1,832.17 1317.98

Appropriation

Dividend on Equity Shares 164.26 164.26

Dividend Tax 27.92 26.65

Excess provision of Reversed back - -

Transfer to Statutory Reserve - -

Balance carried to Balance Sheet 1,639.99 1,127.07

Consolidated 2013-14 2012-13

Sales & Other Income 1,58,182.06 81,576.11

Profit before depreciation & Tax 2,217.26 954.48

Depreciation 79.70 88.81

Profit before Tax 2,137.56 865.67

Provision for Tax

- Current Tax 365.79 181.21

- Deferred Tax (16.17) (15.70)

- Income Tax of Earlier years (0.61) 21.69

Minority Interest and share of loss of associate 158.32 35.74

Net Profit after tax 1630.23 642.73

Add: Surplus from previous period 1399.77 957.17

Profit Available for Appropriation 3032.12 1,599.90

Appropriation

Dividend on Equity Shares 164.26 164.26

Dividend Tax 27.92 26.65

Excess provision of Reversed back - 9.22

Balance carried to Balance Sheet 2,901.201 1,399.78

Operations Review and Future Prospects

During the year, company scaled new heights in its operations. As reported in the previous annual report, deficient crop production during the crop year 2012-2013, affected adversely our business in the first half of the year and turnover declined to Rs. 270.42 Crore for the half year ended 30th September 2013 including domestic sales of Rs. 71.75 Crore. Operations improved significantly from October 2013 onwards as sugar crop 2013-2014 was much better. Exports during the second half year improved nearly three times from Rs. 198.67 Crore to Rs. 683.72 Crore. During the whole year the company achieved turnover of Rs. 1000.45 Crore and profit before tax Rs. 10.53 Crore as against Rs. 608.23 Crore and Rs. 6.06 Crore respectively during 2012-13; increase of 64.50% and 73.76% over last year in top line and bottom line respectively Diversification drive in product range initiated during last year showed positive results and share of products other than sugar increased from Rs. 103.49 Crore in 2012-13 to Rs. 229.74 Crore 2013-14. While we made good beginning in export of cotton the company also exported rice, wheat, etc. We are further strengthening our marketing efforts in export of these commodities in the light of experience gained during the year. During the year we also added two new commodities to our import namely Edible oil and Coal. . With above initiatives the turnover and profitability of the company is expected to improve.

The Government Policy has been by and large stable as regards export of sugar. However we faced acute liquidity crunch during the year. We got enhancement in our credit limits under Consortium System by including two more banks namely Indian Overseas Bank and Axis Bank Ltd.

The working of our Subsidiaries in Dubai achieved impressive growth. The turnover of Sakuma Exim DMCC during the financial year 2013-2014 was AED 19,32,66,830 as against AED 5,84,06,848 an increase of 230.90%. The Turnover of G.K.M General Trading LLC increased from AED 8,69,28,024 in the preceding year to AED 20,22,94,280 during the financial Year 2014, an increase of 132.71%. Our Subsidiaries in Ghana and Singapore commenced operation, though in a humble way, after overcoming

the teething troubles and acclimatizing with the local business environment, regulatory requirements, local trade practices and logistics systems.

As a result of good performances of subsidiaries in Dubai we made a substantial gains in consolidated turnover and profits increased from Rs. 812.16 Crore and Rs. 6.78 Crores in 2012-13 to Rs. 1578.64 Crore and Rs. 17.89 Crore respectively in 2013-14; increase of 94.37% in topline and 163.86% in bottom line. With the heartening growth of subsidiaries in Dubai and stabilization of subsidiaries at Ghana and Singapore we expect further improvement in the consolidated performance of the company in future years.

Dividend

The Board of Directors has recommended dividend of 10% on equity shares (i.e. Rs. 1 per equity share) for the financial year ended 31st March, 2014 amounting to Rs. 164,25,943/-. The dividend tax liability on equity shares to be borne by your Company is Rs..27,91,589/-.

Directors:

In terms of the articles of association of the Company, Ms. Shipra Mediratta, Non-Executive Director, retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appointment.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Ashok Kumar Doda and Mr. Radhe Shyam has completed 5 years term as Independent Directors as on 1st April, 2014. The Company proposes to re-appoint them, as Independent Directors for a further period of 5 years till 2019. The Company has received requisite notices in writing from members proposing Mr. Ashok Kumar Doda and Mr. Radhe Shyam for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

Investment in Subsidiary Companies and Joint Ventures

During the financial year the Subsidiary Company at Singapore incorporated a wholly owned subsidiary in Tanzania named as Sakuma Exports Tanzania Private Limited. The company was incorporated on 13th July, 2013. During the financial year 2013-14 there was no operation in the company.

Subsidiary Companies

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to obtain a copy of Annual Accounts of subsidiary company may write to the Compliance Officer at the registered office of the Company. Members can also email their request at the email address of the Compliance Officer, Mr. Raju Pillai; [email protected].

Statement pursuant to general exemption received under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

(Amount in Lacs)

Particulars GKM General Sakuma Exim Sakuma Exports Sakuma Export Trading LLC DMCC Pte Limited (Ghana) Ltd

Reporting Currency AED AED USD GHC

Country U.A.E U.A.E Singapore Ghana

Exchange Rate 16.32 16.32 60.09 22.85

Share Capital 4.31 7.00 0.58 -

Reserves and Surplus 806.39 395.90 15.63 2.37

Total Assets 3260.57 3849.031 381.891 371.27

Total Liabilities 3260.57 3849.03 381.89 371.27

Investment other than Nil Nil Nil Nil

Investment in subsidiary

Turnover 34027.37 32063.02 1066.16 308.92

Profit before taxation 791.58 426.73 15.62 (147.58)

Provision for Taxation Nil Nil Nil 0.79

Profit after taxation 791.58 426.73 15.62 (148.37)

Proposed Dividend Nil Nil Nil Nil

Consolidated Financial Statements

In accordance with the accounting standards (AS Â 21) on Consolidated Financial Statements, read with AS Â 23 on accounting for investments in associates and AS Â 27 on financial reporting of interest in joint ventures, the audited consolidated financial statement is provided in the annual report.

Corporate Social Responsibility

Pursuant to section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, the provisions of Corporate Social Responsibility (CSR) are applicable to the Company w.e.f. 1st April, 2014. Accordingly, your Directors have constituted the CSR Committee comprising the following Directors:

a. Mr. Chander Mohan: Chairman

b. Ms. Shipra Mediratta: Member

c. Mr. O P Singhal: Member Public Deposits

The company has neither invited nor accepted any public deposits during the year under review.

Directors'' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31st, 2014, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the said period;

(iii) Proper and sufficient care has been taken for the 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; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

Auditors

M/s. S N K & Co., Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment if made would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Audit Committee of the Board has recommended their re-appointment.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report, stipulated under Clause 49 of the Listing Agreement are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continuous basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

C. Foreign Exchange Earning & Outgo:

(Amount in ''Rs)

Particulars 2013-14 2012-13

(a) Expenditure in Foreign Currency

- Professional and Consultation Fees - 88,400

- Travelling Expenses 21,83,838 14,50,175

- Commission 14,15,383 Nil

- Import 19,16,55,112 43,13,92,054

(b) Earnings in Foreign Currency

- Export of Goods on FOB basis. 8,54,76,06,724 5,16,78,41,786

Particulars of Employees

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum or more. Hence the Company is not required to disclose any information as per Companies (Particulars of Employees) Rules, 1975.

Acknowledgements

The Directors take pleasure in thanking the Company''s business associates / customers, vendors and bankers for their continued support. The Directors also acknowledge and appreciate the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors

Place :Mumbai (Chander Mohan) (Saurabh Malhotra) Dated: 15th May, 2014 Chairman Managing Director

Mar 31, 2013

The Directors take pleasure in presenting their Eighth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2013.

Financial Highlights

FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2013

(Rs.in lacs) Standalone Consolidated 2012-13 2011-12 2012-13 2011-12

Sales & Other Income 62,189.26 96,560.30 81,576.11 97,837.45

Profi t before depreciation & Tax 694.32 1093.53 954.48 1180.62

Depreciation 88.56 82.80 88.81 82.91

Profi t before Tax 605.76 1010.73 865.67 1097.70

Provision for Tax Current Tax 181.21 333.00 181.21 333.00

Deferred Tax (15.70) (22.03) (15.70) (22.03)

Income Tax of Earlier years 21.69 31.00 21.69 31.00

Minority Interest and share of loss of associate 35.74 19.93

Net Profi t after tax 418.56 668.76 642.73 735.81

Add: Surplus from previous period 899.42 420.30 957.17 420.30

Profi t Available for Appropriation 1317.98 1089.05 1,599.90 1156.10

Appropriation

Dividend on Equity Shares 164.26 164.26 164.26 164.26

Dividend Tax 26.65 26.65 26.65 26.65

Excess provision of Reversed back 0 (1.27) 0 (1.27)

Transfer to Statutory Reserve 0 9.22 9.29

Balance carried to Balance Sheet 1,127.07 899.42 1,399.77 957.17

Operations Review and Future Prospects

The year was full of diffi culties for the company. Delayed and defi cient rainfall during the year affected the sugar crop adversely, particularly in the state of Maharashtra, our main procurement centre. This not only led to shrinkage of domestic supply of sugar but also to increase in sugar prices making exports in-competitive. Alarmed by the situation, government of India put restrictions on export of sugar. Though later these restrictions were relaxed. Fast changing government policies resulted in high volatility in sugar prices making it diffi cult and risky to enter into contracts with extended periods which affected the trade adversely. Another problem faced by International Trade was volatile exchange rates. Owing to above reasons working of Mumbai Offi ce had a setback. Due to global factors namely melt down of few European economies after effects of sub-prime also affected the international trade adversely. These conditions also led to fl uctuations in commodity prices. To cope with the above developments, our company diversifi ed itÂs business by promoting export of other agricultural commodities mainly Cotton, Maize and Rice. Lot of efforts and time were spent in identifying the sources, the logistics devices, export markets, brokers and clients for diversifi cation of our exports. As a result the turnover of company (standalone) during the second and third quarter was very low. It improved in the fourth quarter when export of new commodities as mentioned above started picking up. Later, in the year restrictions on sugar were also removed / relaxed and we undertook export of sugar in smaller quantities whenever viable. Despite all above adversaries the company (standalone) achieved turnover of 618.82 Crores and profi t before tax of 6.06 Crores.

The Future Prospects:

Working of our subsidiaries in Dubai has been encouraging. Our subsidiaries made substantial progress in their business by undertaking local sales and third country exports. The turnover of SAKUMA EXIM DMCC during the fi nancial year 2012- 2013 was AED 584,06,848 . The turnover of G.K.M. General Trading LLC increased from AED 218,77,710 in the preceding year to AED 869,28,024 during the fi nancial year 2013.

As a result of good performance of the subsidiaries, we were able to maintain the bottom-line for the company as a whole with profi t after tax of 6.43 Crores though there was decline in overall sales from Rs. 978.37 Crores to Rs. 812.16 Crores.

Last yearÂs defi cient rain will have an adverse impact on production of sugar cane during the year 2013-14 as well. We propose to strengthen and diversify the export of the other commodities and for the purpose we also propose to open few more offi ces abroad. During the year, we opened our offi ce by promoting our subsidiary company namely SAKUMA EXPORTS PTE.LTD. in Singapore, which is a commercial hub.

Dividend

The Board of Directors has recommended dividend of 10% on equity shares (i.e. Rs. 1 per equity share) for the fi nancial year ended 31st March, 2013 amounting to Rs.. 164,25,943/-. The dividend tax liability on equity shares to be borne by your Company is Rs..26,64,700/-.

Directors:

Ms. Shipra S. Mediratta, Non-Executive Director retires by rotation and being eligible, offers herself for re-appointment.

Mr. Om Prakash Singal is inducted as an additional director w.e.f 5th November, 2012 and holds offi ce up to ensuing Annual General Meeting of the Company. The Company has received notice from the members pursuant to Section 257 of the Companies Act, 1956, signifying their intention to propose the candidature of Mr. Om Prakash Singal for the offi ce of director.

Item No. 5 of the notice convening Annual General Meeting of the Company contains the resolutions for the re-appointment of respective Directors.

Mr. Satyendra Sonar resigned as Director of the Company w.e.f. 27th September, 2012. The Board of Directors placed on record the valuable contribution made by Mr. Satyendra Sonar during his tenure.

Shri. Chander Mohan and Shri. Saurabh Malhotra, have been re-appointed as Executive Chairman and Managing Director respectively w.e.f. 1st September, 2013. The necessary resolution for their re-appointment is given at item no 6 and 7 of the notice.

Investment in Subsidiary Companies.

During the fi nancial year the Company has incorporated a wholly owned subsidiary in Singapore named as Sakuma Exports Pte Ltd. The company was incorporated on 25th January 2013. During the fi nancial year 2012-13 there is no operation in the company.

Subsidiary Companies

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profi t and Loss Account and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to obtain a copy of Annual Accounts of subsidiary company may write to the Compliance Offi cer at the registered offi ce of the Company. Members can also email their request at the email address of the Compliance Offi cer, Mrs. Jyoti Deshpande; [email protected].

Statement pursuant to general exemption received under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

(Rs.in Lacs)

Sr. No Particulars GKM General Trading LLC Sakuma Exim DMCC (in Rs.) (Rs.)

Reporting Currency AED AED

Country U.A.E U.A.E

Exchange Rate 14.78 14.78

i) Share Capital 4.31 7.00

ii) Reserves and Surplus 278.37 69.62

iii) Total Assets 7259.97 2070.65

iv) Total Liabilities 6977.29 1994.03

v) Investment other than Investment in subsidiary Nil Nil

vi) Turnover 12796.94 8614.71

vii) Profit before taxation 178.72 69.79

viii) Provision for Taxation Nil Nil

ix) Profi t after taxation 178.72 69.79

x) Proposed Dividend Nil Nil

Public Deposits

The company has neither invited nor accepted any public deposits during the year under review.

DirectorsÂ Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confi rm that

(i) In the preparation of the annual accounts for the fi nancial year ended March 31, 2013, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profi t of the Company for the said period;

(iii) Proper and suffi cient care has been taken for the 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; and

(iv) The annual accounts have been prepared on a Âgoing concernÂ basis.

Auditors

M/s A. R. Sodha & Co. Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting. M/s. A. R. Sodha & Co., has expressed their inability to act as statutory auditors of the Company.

It is proposed to appoint M/s. S N K & Co., Chartered Accountants, as statutory auditors of the Company in place of M/s. A. R. Sodha & Co. The Company has received a letter from M/s. S N K & Co., Chartered Accountants, to the effect that their appointment if made would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are willing to act as statutory auditors of the Company.

Audit Committee of the Board has recommended their appointment

Corporate Governance

A Report on the Corporate Governance Code along with a certifi cate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report, stipulated under Clause 49 of the Listing Agreement are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

C. Foreign Exchange Earning & Outgo:

(Amount in Rs.)

Particulars 2012-13 2011-12

(a) Expenditure in Foreign Currency

- Professional and Consultation Fees 88400

- Travelling Expenses 14,50,175 9,20,976

- Commision Nil 97,671

Import 431,392,054 600,439,150

(b) Earnings in Foreign Currency

- Export of Goods on FOB basis. 516,78,41,786 729,76,83,203

Particulars of Employees

There is no employee in the Company drawing monthly remuneration of ?.5,00,000/- per month Or ?.60,00,000/- per annum. Hence the Company is not required to disclose any information as per Companies (Particulars of Employees) Rules, 1975.

Acknowledgements

The Directors take pleasure in thanking the CompanyÂs business associates / customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors

Mumbai (Chander Mohan) (Saurabh Malhotra)

Date: 29th May, 2013 Chairman Managing Director

Mar 31, 2012

The Directors take pleasure in presenting their Seventh Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2012.

Financial Highlights

FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2012

(Rs. in lacs)

Standalone Consolidated 2011-121 2010-11 2011-12 2010-2011

Sales & Other Income 96560.30 63264.94 97837.45 -

Profit before depreciation & Tax 1093.53 823.03 1180.62 -

Depreciation 82.80 87.98 82.91 -

Profit before Tax 1010.73 735.05 1097.70 -

Provision for Tax -

- Current Tax 333.00 252.94 333.00 -

- Deferred Tax (22.03) (20.99) (22.03) -

- Income Tax of Earlier years 31.00 2.20 31.00 - Minority Interest and share of loss of associate 19.93

Net Profit after tax 668.76 500.91 735.80 -

Add: Surplus from previous period 420.30 1165.35 420.30 -

Profit Available for Appropriation 1089.05 1666.26 1156.10 -

Appropriation -

Transfer to Capital Redemption Reserve 0 1000.09 0 -

Dividend on Equity Shares 164.26 164.26 164.26 -

Dividend on Preference Shares 45.76 0 -

Dividend Tax 26.65 35.85 26.65 -

Excess provision of brought back (1.27) 0 (1.27) -

Transfer to Statutory Reserve - - 9.29 -

Balance carried to Balance Sheet 899.42 420.30 957.17 -

Operations Review and Future Prospects

During the year the government eased exports of sugar, though, in bits .Despite rapidly varying policies of Government, fluctuating forex rates, the Company (including its subsidiary) achieved significant improvement in TOPLINE and BOTTOMLINE .The Company (including its subsidiary) was able to improve its turnover from Rs. 632.65 Crores in the year 2010-11 to Rs. 978.37 crores during the year 2011-12, the increase of 54.65%. During the year, there has been an increase of 43.45% in profits before depreciation and tax from Rs. 823.03 lakhs in 2010-11 to Rs. 1180.62 lakhs in 2011-12. The net profit after tax increased by 46.89% from Rs. 500.91 lakhs for the year ended 31 March 2011 to Rs. 735.80 lakhs for the year ended 31st March 2012 including the profit of Rs. 79.72 from GKM General Trading LLC, Dubai.

With a view to diversify export mix and export markets, the company opened two subsidiaries in Dubai, U.A.E. One jointly with a local sponsorer as required under the local laws, namely, GKM General Trading LLC and the other as a fully owned subsidiary of Sakuma Exports Ltd, namely Sakuma Exim DMCC in Free Trade Zone, Dubai .As on 31st March 2012, Sakuma Exports Ltd had invested Arab Emirates Dhiram (AED) 29375 ( Rs. 4,30,877/-) towards equity capital of GKM General Trading LLC and Arab Emirates Dhiram (AED) 50000 ( i.e Rs. 7,00,581/-) in Sakuma Exim DMCC. While GKM General Trading LLC, became operational during the month of October 2011. Our share of profit during 1st Oct 2011 to 31st March 2012 of GKM General Trading LLC operations amounted Arab Emirates Dhiram (AED) 576337 i.e approximately Rs. 79.72 Lakhs. Sakuma Exim DMCC became operational during the current year.

Due to good opportunity in exports and imports business, domestic trade was curtailed because of lack of funds. During the year, the export constituted 84.16% of turnover as against 36.09 % during the preceding year. To take advantage of our presence in Dubai, we also exported turmeric, Rs. 60.92 lacs etc. We also exported though in small quantities, rice, peanuts. During the year, we continued to import. During the year we imported yellow peas, green peas, Paper amounting to Rs. 60.04 crores

The Future Prospects:

The country is passing through a serious problem of negative trade balance and we hope the government will come out with export supporting policies. With encouraging performance of our Dubai Overseas Offices, we propose to open a few more offices abroad to take advantage of local markets and overseas opportunities and we are hopeful that your Company should do well and grow satisfactorily in future. However, the delayed and deficient rainfall during the year 2012-13 is a matter of concern as it may affect the procurement from few parts of India.

Dividend

The Board of Directors has recommended dividend of 10% on equity shares (i.e. Rs. 1 per equity share) for the financial year ended 31st March, 2012 amounting to Rs. 1,64,25,943/-. The dividend tax liability on equity shares to be borne by your Company is Rs. 26, 64,700/-.

Subsidiary Companies

Sakuma Exim DMCC, incorporated in Dubai, United Arab Emirates is a wholly owned subsidiary of the Company.

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Statement of Profit and Loss and the report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to obtain a copy of Annual Accounts of subsidiary company may write to the Compliance Officer at the registered office of the Company. Members can also email their request at the email address of the Compliance Officer, Mrs. Jyoti Deshpande; [email protected]:umaexportsltd.com.

Statement pursuant to general exemption received under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

(INR in Lacs)

Sr. No Particulars GKM General Trading LLC Sakuma Exim DMCC (in (in INR) INR)

Reporting Currency AED AED

Country U.A.E U.A.E

Exchange Rate 13.8695 13.8695

i) Share Capital 4.31 7.00

ii) Reserves and Surplus 99.65 (0.10)

iii) Total Assets 389.01 6.90

iv) Total Liabilities 285.05 Nil

v) Investment other than Investment in subsidiary Nil Nil

vi) Turnover 3014.05 Nil

vii) Profit before taxation 116.14 Nil

viii) Provision for Taxation 0 Nil

ix) Profit after taxation 116.14 Nil

x) Proposed Dividend 0 Nil

Public Deposits

The company has neither invited nor accepted any public deposits during the year under review.

Director's Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2012, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the said period;

(iii) Proper and sufficient care has been taken for the 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; and

(iv) The annual accounts have been prepared on a 'going concern' basis.

Directors:

Mr. Satyendra Sonar, Non-Executive Independent Director retires by rotation and being eligible, offers himself for re-appointment. Auditors

M/s A.R.Sodha & Co. Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment if made would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Audit Committee of the Board has recommended their re-appointment.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report, stipulated under Clause 49 of the Listing Agreement are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

C. Foreign Exchange Earning & Outgo:

(Amount in Rs.

Particulars 2011-12 2010-11

(a) Expenditure in Foreign Currency

- Travelling Expenses 9,20,976 -

- Commission 97,671 -

- Import 600,439,150 53,67,00,835

(b) Earnings in Foreign Currency

- Export of Goods on FOB basis. 7,297,683,203 2,259,231,658

Particulars of Employees

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs. 5,00,000/ Ã P.M or Rs. 60, 00,000/ P.A.

Acknowledgements

The Directors take pleasure in thanking the Company's business associates / customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors

Sd/- Sd/-

Mumbai Chander Mohan Saurabh Malhotra

Date: 13th August, 2012 Chairman Managing Director

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting their Sixth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2011.

Financial Highlights

FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2011

Rs. (in lacs) Year Year Ended Ended 31.03.2011 31.03.2010

Sales & Other Income 63264.94 40566.97

Profit before depreciation & Tax 823.03 578.44

Depreciation 87.98 101.17 Profit before Tax 735.05 477.27

Provision for Tax

-Current Tax 252.94 171.71

- Deferred Tax (20.99) (30.32)

Income Tax of Earlier years 2.20 -

Add: Surplus from previous period 1165.35 887.98

Profit Available for Appropriation 1666.26 1223.85

Less : Appropriation

Transfer to Capital Redemption Reserve 1000.09 -

Dividend on Equity Shares 164.26 -

Dividend on Preference Shares 45.76 50.00

Dividend Tax 35.85 8.50

Balance carried to Balance Sheet 420.30 1165.35

Operations Review and Future Prospects

During the year, global economy showed signs of recovery from after effects of sub-prime and global meltdown. The global trade improved and exports from India are also on the rise. However, as regards the export of Agri commodities the restrictions imposed by the Government of India continued with little easing in 2nd half of the year, when Government of India permitted export of sugar to meet export commitments against duty free imports of sugar made in the past, this provided us a limited opportunity to restart export of sugar, one of the important constituents of our business. This helped us in improving our export turnover. Despite constraints the company was able to achieve a turnover of 632.65 crores during the year 2010-11 with increase of 55.95 % over the turnover of the preceding year at Rs 405.67 crores. There has been increase of 42.28 % in Profit before depreciation and tax from Rs 578.44 lacs to Rs 823.03 lacs. The net profit after tax increased by 49.13 % from Rs 335.88 lacs for the year ended 31st March 2010 to Rs 500.91 lacs for the year ended 31st March 2011.

The company continued to carry on the domestic trade and imports, the activities started during the last two years.In 1st half of the year the company's focus was on domestic trade, however, with the start of exports, focus shifted on export of sugar. During the year the export constituted 36.09 % of turnover as against 0.94% during the preceding year. There has been an overall increase of 35.15 % in exports, 74 % in imports and 0.67% in domestic trade during the year 2010-11 over the preceding year. The company has developed systems and logistics for handling liquid products and during the current year we established and strengthened logistics network for handling liquid products and exported 54975.085 metric tones of molasses. The company has always been on lookout for widening its export mix and diversify business activities. During the last two years we started imports as well as domestic trade. With the above steps the company has been able to overcome to some extent the uncertainties of agriculture sector and ever-changing government policies. This provided flexibility to vary product mix and activities and enabled us to take advantage of business opportunities available from time to time.

Dividend

During the year the company paid dividend on preference shares for the period beginning from 1st April, 2010 to 28th February, 2011 (date of redemption) amounting to Rs.45.76 lacs. The Company has paid dividend distribution tax amounting to Rs.7.93 lacs.The Board of Directors has recommended dividend of 10% on equity shares (i.e. Re 1 per equity share) for the financial year ended 31st March, 2011 amounting to Rs. 164.26 lacs The dividend tax liability on equity shares to be borne by your company is Rs 27.92 lacs.

Redemption Of Preference Share Capital

The Company had issued and allotted 10,00,092 5% Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/Ã each on 28th February, 2006 in terms of prospectus dated 13th January, 2006. As per the terms of issue the Company redeemed the said CRPS on 28th February, 2011 together with the dividend @ 5% from 1st April, 2010 to 28th February, 2011.

The said Redemption and Dividend amount has been paid to those shareholders whose names were appearing on Register of Members of the Company as on 14th February, 2011.

Public Deposits

The company has neither invited nor accepted any public deposits during the year under review.

Directors' Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confrm that

(i) In the preparation of the annual accounts for the financial year ended March 31, 2011, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Profit of the Company for the said period;

(iii) Proper and sufficient care has been taken for the 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; and

(iv) The annual accounts have been prepared on a 'going concern' basis.

Auditors

M/s A.R.Sodha & Co. Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment if made would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Audit Committee of the Board has recommended their re-appointment.

Corporate Governance

A Report on the Corporate Governance Code along with a certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report, stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo is given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

Particulars of Employees

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.5,00,000/Ã P. M or Rs.60, 00,000/ P.A.

Acknowledgements

The Directors take pleasure in thanking the Company's business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors Sd/- Sd/- (Chander Mohan) (Saurabh Malhotra) Chairman Managing Director

Mumbai Date: 27th May, 2011

Mar 31, 2010

The Directors take pleasure in presenting their Fifth Annual Report on the business and operations of your Company together with audited statement of accounts for the year ended 31st March 2010.

Financial Highlights

FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2010

Rs. (in lacs)

Year Ended Year Ended

31.03.2010 31.03.2009

Sales & Other Income 40566.97 39770.67

Profit before depreciation & Tax 578.44 502.14

Depreciation 101.17 116.30

Profit before Tax 477.27 385.84

Provision for Tax

-Current Tax (including FBT) 171.71 82.76

- Deferred Tax (30.32) 46.53

Net Profit after tax 335.88 256.55

Add: Surplus from previous period 887.98 691.31

Profit Available for Appropriation 947.86

Appropriation

Income Tax of Earlier years - 1.38

Dividend on Equity Shares - -

Dividend on Preference Shares 50.00 50.00

Dividend Tax 8.50 8.50

Balance carried to Balance Sheet 1165.35 887.98

Operations Review and Future Prospects

The global turmoil and domestic policy constraints not only continued but the situation worsened during the year 2009-2010 owing to sharp fluctuations in prices in agri commodities, particularly sugar. The government came out with stringent measures to control the prices including stock limits etc. Despite above constraints, your Company was able to achieve a turnover of 405.67 crores during the year 2009-10 which is marginally higher than that of the preceding year, However, there has been an increase of 15.19% in profit before depreciation and tax from Rs 502.14 lacs to Rs 578.44 lacs. The net profit after tax increased by 30.92% from Rs.256.55 lacs for the year 31stMarch 2009 to Rs 335.88 lacs for the year ended 31st March 2010.

As the country continued to face acute shortages of food grains and other agri- commodities, export of these items from India, became increasingly difficult in agri products, partly because of government restrictions and partly because of sharp increase in domestic prices. The focus as such, during the year was on domestic trade and imports .Domestic sales constituted 99% of our total sales. Your Company started imports of pulses and sugar to cater to domestic demand. Imports constituted 8% of total purchases.

The prices of sugar, the main commodity we traded had been highly volatile during the year. The prices of sugar increased from Rs.20,000 in the month of April 2009 to Rs. 34,000 in December 2009 then sharply declined to Rs.27,500 in March 2010.With such a high degree of volatility, it is difficult to achieve consistency in margins, particularly, if you are importing the commodity because there is a time lag of 3 o 4 months in the dates of placing the import orders and receiving the delivery in India. As a result, our quarterly results show inconsistency in profitability.

There has been decline in production of windmills from 22,87,141 units in the year 2008-09 to 20,31,112 units in 2009-10 due to unfavourable weather conditions. There has been increase in sale of P.P.Bags from Rs 34 lacs in the year 2008-09 to Rs 588 lacs during the year 2009-10.The Company has also started marketing of imported paper after getting it processed on job work basis.

With global turmoil, particularly the turbulent Euro markets, highly volatile forex / commodity prices and acute shortages of agricultural commodities, there seems to be not much scope for the export of theses items. However, your Company, having adopted flexible approach and multi-product/multi market model, is alert to adversities and working out various alternatives to cope with the situation. We are in the process of identifying new products which can be exported and have already started working on few items like Molasses. The business during the current year will be a blend of exports, imports and domestic trade. The Company is making efforts to strenghten its other business activities and is also planning to start, a couple of a new activities during the current year.

Dividend

Your Directors recommend a dividend of 5% i.e. Rs. 5.00 per Cumulative Redeemable Preference Share. However, the profit being inadequate, particularly as the Company has to build adequate reserves before March 2011 to redeem Cumulative Redeemable Preference Shares, no dividend has been recorded on Equity Shares.

Public Deposits

The company has neither invited nor accepted any public deposits during the period under review.

Directors Responsibility Statement Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that.

(i) In the preparation of the annual accounts for the financial year ended March 31, 2010, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the said period;

(iii) Proper and sufficient care has been taken for the 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; and

(iv) The annual accounts have been prepared on a Ãgoing concern basis.

Auditors

M/s A.R.Sodha & Co., Auditors for the year 2009-10, have confirmed their eligibility and willingness to act as Auditors of the Company for the year 2010-11 as well. Audit Committee of the Board has recommended their continuation. The remuneration will be finalized by the board of directors.

Corporate Governance

A Report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report, stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo.

In pursuance of the provisions of section 217(2)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo are given below:

A. Conservation of Energy

The operations of the Company are not energy intensive. However, wherever possible the Company strives to curtail the consumption of energy on continued basis.

We had taken an existing unit on short lease, initially for one year for manufacturing of P.P.Bags and have extended the lease for one more year. We are studying various possible means of conservation of energy, however, no capital expenditure is envisaged unless we decide to go in for a long lease.

B. Technology absorption, adaptation and innovation

No expenditure has been incurred by the Company on research and Development activities during the year under review.

Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended which is applicable if any employee draws salary (including perquisites) of more than Rs. 2,00,000.00 per month.

Name of employee Chander Mohan

Designation Executive Chairman

Qualification Post graduate in Economics from Delhi school of Economics.

Nature of Employment, whether contractual or otherwise Contractual.Tenure: 1st September, 2005 to 31st August, 2010

Nature of Duties of the employee Corporate planning, growth & finance

Age 68 years

Joining Date Since Inception

Experience 44 years as Economist, Banker, Financial Consultancy and Trading.

Gross Remuneration (paid to employee) Rs. 28,72,500/-

Previous employment and designation Self Employed

The percentage of equity shares held by the employee in the 7.049% company within the meaning of sub-clause (iii) of clause (a) of sub-section (2A) of section 217 of the Act.

Acknowledgements

The Directors take pleasure in thanking the Companys business associates/ customers, vendors and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere efforts, contribution and cooperation of the employees.

For and on behalf of the Board of Directors

Sd/- Sd/-

Mumbai (Chander Mohan) (Saurabh Malhotra)

Date: 19th July2010 Chairman Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article