Mar 31, 2022
The Board of Directors are pleased to present the Companyâs forty-second Annual Report and the Companyâs audited financial statements (standalone and consolidated) for the financial year ended March 31, 2022.
The Companyâs financial performance for the year ended March 31,2022 is summarized below:
particulars |
standalone |
consolidated |
||
2021-22 |
2020-21 |
2021-22 |
2020-21 |
|
Rs. in Lakhs |
Rs. in Lakhs |
Rs. In Lakhs |
Rs. In Lakhs |
|
Revenue from Operations |
54,835.30 |
45,395.84 |
65,047.40 |
53,674.66 |
Other Income |
947.06 |
627.10 |
1,266.92 |
840.91 |
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
6,182.36 |
4,903.26 |
7,044.25 |
5,678.22 |
Less: Depreciation/ Amortization/ Impairment |
1,371.01 |
1,440.22 |
1,449.83 |
1,532.87 |
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
4,811.35 |
3,463.04 |
5,594.42 |
4,145.35 |
Less: Finance Costs |
796.65 |
971.14 |
966.13 |
1,131.86 |
Profit /loss before Exceptional items and Tax Expense |
4,014.70 |
2,491.90 |
4,628.29 |
3,013.49 |
Add/(less): Exceptional items |
(382.21) |
- |
(382.21) |
- |
Profit /loss before Tax Expense |
3,632.49 |
2,491.90 |
4,246.08 |
3,013.49 |
Less: Tax Expense (Current & Deferred) |
961.00 |
528.21 |
1,102.93 |
573.94 |
Profit /loss for the year (1) |
2,671.49 |
1,963.69 |
3,143.15 |
2,439.55 |
Total Comprehensive Income/loss (2) |
(15.99) |
45.52 |
(15.46) |
45.52 |
Total (1 2) |
2,655.50 |
2,009.21 |
3,127.69 |
2,485.07 |
Balance of profit /loss for earlier years |
19,350.09 |
17,529.08 |
23,984.46 |
21,329.16 |
Add: Share of profit (after tax) of Associates |
- |
- |
456.73 |
358.43 |
Less: Transfer to General Reserves |
100.00 |
100.00 |
100.00 |
100.00 |
Less: Dividend paid on Equity Shares (including Dividend Distribution Tax) |
110.25 |
88.20 |
110.25 |
88.20 |
Less: Non-Controlling Interest (NCI) |
- |
- |
44.87 |
- |
Balance carried forward |
21,795.34 |
19,350.09 |
27,313.76 |
23,984.46 |
Your Directors are pleased to recommend a final dividend of Rs. 1.00 per equity share (previous year Rs. 1.00 per equity share) on the equity share capital of the company for the financial year ended 31st March, 2022. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of Income Tax at source. The dividend recommended is in accordance with the companyâs Dividend Distribution Policy. The policy is available on the companyâs website and can be accessed at http://superhouse.in/pdf/Dividend-Distribution-Policy.pdf
The company achieved the sales and other income of Rs. 557.82 crores against Rs. 460.23 crores reported last year. The profit before tax was Rs. 36.32 crores and profit after tax was Rs. 26.71 crores during the year under review, as compared to Rs. 24.92 crores and Rs.19.64 crores, respectively, during the previous year. Earnings per share increased from Rs. 17.81
per share during the previous year to Rs. 24.23 per share during the year under review. Further, the company achieved consolidated sales and other income of Rs. 663.14 crores, against Rs. 545.16 crores reported in the previous year. Profit before tax was Rs. 42.46 crores and profit after tax was Rs. 31.43 crores during the year under review, as compared to Rs. 30.13 crores and Rs. 24.40 crores, respectively, during the previous year. The consolidated earnings per share increased from Rs. 25.38 during previous year to Rs. 32.24 during the year under review.
The company received the best exporter award for overall export performance during 2019-20 and 2020-21 from the Council for Leather Exporters, Central Region, Chennai. In addition to Export Award in the overall category, the company also received the Best Exporter Award in Harness and Saddlery (Non-Leather) and Leather Goods and second place in Leather Footwear for 2020-21. The Company was awarded first place for export of Leather Footwear, Harness
and Saddlery (Non-Leather) and Finished Leather for 201920. Due to COVID-19, the export awards were announced simultaneously in 2022.
During the year under review, ACUITE Rating Agency reaffirmed the long term rating of ''ACUITE A-â (read as ACUITE A-minus) and short term rating of ''ACUITE A2 â (read as ACUITE A two plus) on the bank borrowings of the company.
Material changes affecting the company:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.
Subsidiary Companies, Joint Venture and Associate Companies
The Company has eight subsidiary companies, namely M/s Superhouse (UK) Limited, M/s Superhouse (USA) International Inc, M/s Superhouse Middle East FZC, M/s Briggs Industrial Footwear Limited, UK, M/s Linea De Seguridad S.L.U, Spain, M/s Superhouse Gmbh, Germany and M/s LA Compagnie Francaise De Protection SARL and M/s Creemos International Limited and four associates namely M/s Unnao Tanneries Pollution Control Company, M/s Steven Construction Limited, M/s Amin International Limited and M/s Knowldgehouse Limited. During the year, M/s Creemos International Limited ceased to be associate and become the subsidiary of the company by further acquisition of 2.42% equity ownership with effect from 29.12.2021. No other company become or ceased to become the companyâs subsidiary, joint venture or associates company during the year.
The company will make available the annual accounts of subsidiaries and the related information to any member of the company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any member of the company at the registered office of the company and that of the respective subsidiaries. The financial statements, including consolidated financial statement and separate financial statement in respect of each of its subsidiaries have also been placed on the website of the company. A statement containing salient features of the financial statement of subsidiaries/associates companies forms a part of the annual financial statement.
The policy for determining material subsidiaries as approved may be accessed on the companyâs website at the link: http://superhouse.in/pdf/Policy-for-determining-Material-Subsidiary.pdf
Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and Ind AS-110-Consolidated Financial Statements read with Ind AS-28-Investments in Associates, the audited consolidated financial statement are provided in the Annual Report.
The Directors state that Secretarial Standards, i.e. SS-1, SS-2, SS-3 and SS-4 relating to âMeetings of the Board of Directorsâ, âGeneral Meetingsâ, ''Dividendâ and Report of Board
of Directors respectively, have been duly followed by the Company.
Directorsâ Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2022 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Management Discussion and Analysis
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.
Corporate Governance
During the year under review, the company has taken necessary steps to comply with the requirements of the Corporate Governance Code and a Report on the Corporate Governance forms part of this Report.
The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Corporate Social Responsibility
The Corporate Social Responsibility Policy may be accessed on the Companyâs website at the link: http://superhouse.in/pdf/CSR-Policy.pdf .
To attain its Corporate Social Responsibility (CSR) objectives in a profession al and in tegrated manner the company has
identified the promotion of Education, Healthcare and Environment Sustainability as its focus areas.
In Education, the endeavors of the company are to spark the desire of learning and knowledge at every stage through quality primary education, formal schools, facility for preparation of higher education and development of sports skills. The proper arrangements have been made for free education of the financially weaker section of the society. The company is also assisting in skill development by providing on the job and vocational training.
In Healthcare, the endeavors of the company are to eradicate hunger, poverty and malnutrition and promoting Healthcare including preventive health care.
In Environmental Sustainability, the endeavors of the company are: - 1. To ensure environmental sustainability by adopting best ecological practices and encouraging conservation/ judicious use of water and other natural re-sources. 2. To use environment friendly and safe process in production. 3. To create a positive fast print within the society by creating inclusive and enabling infrastructure/environment for livable communities. 4. To run primary and secondary treatment plants for the disposal of effluent waste.
The Corporate Social Responsibility Committee comprises Mr. Mukhtarul Amin, Chairman, Mr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as members. The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
During the year, the Company is liable to incur Rs. 53.28 lacs (i.e. 2.00% of the average net profit of last three financial years) for CSR expenditure. However, the actual expenditure of Rs. 52.00 lacs incurred during the year 2021-22 under review and Rs.2.64 lacs surplus brought forward from previous year 2020-21, Annexure-I to this report.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Zafarul Amin (DIN:00015533) and Mr. Yusuf Amin (DIN:06863918), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible they offered themselves for re-appointment. No key managerial personnel was appointed or resigned during the year.
The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities with the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters are also put up on the website of the Company at the link: http://www.superhouse.in/pdf/Familiarization Programmes for Independent Directors.pdf
The Company has devised the following Policies/Criteria viz: a) Policy for selection of Directors and determining Directorsâ independence; b) Remuneration Policy for Directors, Key Managerial Personnel and other employees and c) Criteria of making payments to Non-Executive
Directors. The aforesaid policies/criteria are put up on the Companyâs website and can be accessed at the link: http://superhouse.in/pdf/Policv-for-Selection-of-Directors.pdf: http://superhouse.in/pdf/Remuneration-Policv-for-Directors. pdf: http://superhouse.in/pdf/Criteria-of-making-payments-to-Non-Executive-Directors.pdf
The Policy for selection of Directors and determining Directorsâ independence sets out the guiding principles for the Nomination and Remuneration Committee (NR Committee) for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companyâs operations. The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NR Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. Criteria of making payment to Non-Executive Directors set out the guiding principles for the payment to Non-Executive Directors.
Four meetings of the Board of Directors were held during the year. The details of the meeting of board of directors and various committees are given in the Corporate Governance Report.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The evaluation of independent directors was done by the entire board of directors which include performance of the directors, fulfillment of the independence criteria and their independence from the management. The directors express their satisfaction with the evaluation process.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://superhouse.in/pdf/Policy-on-Materiality.pdf
There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.
Your Directors draw attention of the members to Note 47 to the financial statement which sets out related party disclosures.
investor Education and Protection Fund (IEPF)
In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) as amended from time to time, the Company has deposited a sum of Rs. 19,74,813.00 into the specified bank account of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the financial year ended 31st March, 2014.
As per the said Rules, the corresponding equity shares in respect of which Dividend remains unclaimed / unpaid for seven consecutive years or more, are required to be transferred to the Demat Account of the IEPF Authority. During the year under review, the Company has transferred 58827 underlying Equity Shares to the Demat Account of the IEPF Authority, incompliance with the aforesaid Rules.
Significant and Material Litigations / Orders
During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2022, which would impact the going concern status and future operations of your Company. The details of litigation on tax matters are disclosed in the Auditorâs Report and Financial Statements which forms part of this Annual Report.
The details about the development and implementation of risk management policy of the company, including elements of risk are given in the Corporate Governance Report.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistleblower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy may be accessed on the Companyâs website at the link: http://superhouse.in/pdf/Vigil-Mechanis-and-Whistle-Blower-Policy.pdf
Particulars of Loans given, investments made, Guarantees given and Securities provided
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement.
Annual Return
Annual Return of the Company as on 31st March, 2022 is available on the companyâs website and can be accessed at the link: http://superhouse.in/pdf/annualreturn.pdf
Particulars of Employees and Related Disclosures
There were 1287 permanent employees with the company as on 31st March, 2022. The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) to the median of employeesâ remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure II to this Boardâs report.
Conservation of Energy
Your Company is engaged in the manufacture of Finished Leathers, Leather Goods and Textile Garments and consumption of energy in these industries is not significant as compared to that of in other industries. However, the Company is making continuous efforts to conserve energy wherever possible by economizing on the use of power and fuel in factories and offices. The company is using electricity and generators as sources of energy. The company has not made specific capital investment for the reduction of consumption of energy.
Technology Absorption
The company is carrying on the research and development, understanding the customer needs and preferences for design, quality and comfort on a regular way. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your Company to achieve excellent working results and improve the competitive strength of the company. The use of modern technology and newest materials not only guarantee world class quality products at reasonable price but also caters to the fashion needs of the customers while meeting the ever changing market requirements.
The company has incurred expenditure of Rs. 107.69 lacs which are 0.20% of total turnover for the Research and Development Activities during the year, as compared to Rs. 69.02 lacs which were 0.15% of total turnover incurred during the previous year.
The company is not using imported technology. However, Imported Plants and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo
Your company continues to enjoy the status of a Government of India Recognized Trading House. Continuous efforts are being made to identify the new markets. The company earned Foreign Exchange of Rs. 38779.72 lacs during the year in comparison to previous year of Rs. 31884.24 lacs. During the year, the total foreign exchange outgo was Rs. 8,335.55 lacs as compared to Rs. 5,853.75 lacs during the preceding financial year.
As per the provisions of the Act, the period of office of M/s Rajeev Prem & Associates, Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s Kapoor Tandon & Company, Chartered Accountants, as Statutory Auditors of the Company, for a term of 5 (five) consecutive years. M/s Kapoor Tandon & Company, Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Board has appointed Mr. Gautam Kumar Banthia, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith, marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Non-Applicability of Maintenance of Cost Records
The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Companyâs nature of business.
The Audit Committee Comprises Independent Directors, namely Mr. Dilip Kumar Dheer, Chairman, Mr. Syed Javed Ali Hashmi and Mr. Kamal Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. There is no change in the Capital Structure of the Company during the Year.
4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
5. Neither the Managing Director nor the Whole-time Directors of the Compan y receive any remuneration or commission from any of its subsidiaries, except Mr. Mukhtarul Amin, Chairman and Managing Director of the company received remuneration/commission of Rs. 10.52 lacs from M/s Briggs Industrial Footwear Limited, U. K., subsidiary of the company during the year (previous year Rs. 9.56 lacs).
6. The company has no information about any Corporate Insolvency Resolution Process, initiated against the Company, under the Insolvency and Bankruptcy Code, 2016.
7. No fraud was reported by the auditors under sub-section (12) of Section 143.
Prevention of Sexual Harassment at the Workplace
The company has in place a Policy for prevention of Sexual Harassment at the Workplace 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. During the year under review, there was no complaint filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Mar 31, 2018
To
The Shareholders,
Superhouse Limited,
Kanpur.
The Board of Directors are pleased to present the Companyâs Thirty Eighth Annual Report and the Companyâs audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018 Financial Results
The Companyâs financial performance for the year ended March 31, 2018 is summarised below:-
STANDALONE |
CONSOLIDATED |
|||
2017-18 Rs. Lakhs |
2016-17 Rs. Lakhs |
2017-18 Rs. Lakhs |
2016-17 Rs. Lakhs |
|
Profit Before Tax |
1953.94 |
1939.59 |
2485.92 |
1569.67 |
Less: Current Tax |
582.39 |
577.31 |
644.41 |
573.92 |
Deferred Tax |
82.10 |
60.70 |
78.36 |
158.54 |
Profit for the year |
1289.45 |
1301.58 |
1763.15 |
837.21 |
Add: Other Comprehensive Income |
8.89 |
(11.85) |
8.89 |
(11.85) |
Total Comprehensive Income for the year |
1298.34 |
1289.73 |
1772.04 |
825.36 |
Less: Total Comprehensive Income attributable to N on Controlling Interest Total Comprehensive Income attributable to |
||||
owners of the Company |
1298.34 |
1289.73 |
1772.04 |
825.36 |
Add: Balance in Profit and Loss Account (Adjusted) |
12628.39 |
11737.70 |
14584.95 |
14210.34 |
Add: Transferred from Capital Reserve Account |
- |
- |
- |
- |
Add: Transferred from Revaluation Reserve Add: Transferred from Share in Reserve of Associates |
- |
- |
190.35 |
155.88 |
Add: Transferred from Share Based Payments Rese rve |
- |
- |
- |
- |
Less: On account of Amalgamation / Divestment of Stake |
- |
- |
- |
- |
Sub-Total |
12628.39 |
11737.70 |
14775.30 |
14366.22 |
Less: Appropriation |
- |
- |
- |
- |
Transferred to Statutory Reserve |
- |
- |
- |
- |
Transferred to General Reserve Transferred to Capital Redemption Reserve Transferred to Debenture Redemption Reserve |
200.00 |
0 |
200.00 |
|
Dividend on Equity Shares |
110.25 |
165.38 |
150.12 |
165.38 |
Tax on Dividend |
24.44 |
33.66 |
30.55 |
33.66 |
Closing Balance (including Other Comprehensive Income) |
13794.04 |
12628.39 |
16366.67 |
14792.54 |
Dividend and Reserves:-
Your Directors are pleased to recommend a final dividend of Rs. 1.00 per equity share (previous year Rs.1.00 per equity share) on the equity share capital of the company for the financial year ended 31st March, 2018. The cash outflow on account of dividend on equity capital will be Rs.132.69 lacs (previous year Rs. 199.04 lacs) including dividend distribution tax of Rs. 22.44 lacs (previous year Rs.33.66 lacs). During the year under review, your company transferred a sum of Rs Nil to General Reserve (Previous year Rs 2.00 crores).
Financial Performance:-
The company has achieved the sales and other Income of Rs 576.21 crores against Rs. 595.83 crores reported last year. The Profit before tax was Rs 19.54 crores and profit after tax was Rs. 12.89 crores during the year under review as compared to Rs. 19.40 crores and Rs.13.02 crores, respectively, during previous year. Earnings per share marginally decreased from Rs 11.81 per share during the previous year to Rs. 11.70 per share during the year under review.
Export Awards:-
The company received Best Export Award in Non-Leather Harness/Saddles/Bridles for 2016-17. The company also received the Brand Creation Award for its brand SILVER STREET.
Credit Rating :-
During the year under review, the Company has sustained the Credit Rating âICRA BB â assigned by ICRA, to its Long Term Bank facilities. Further, the Rating of âICRA A2â assigned to the Short Term Bank facilities of your Company has also been reaffirmed.
Material changes affecting the company:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company. Subsidiary Companies, Joint Venture and Associate Companies:-The company is having seven subsidiary companies namely M/s Superhouse (UK) Limited, M/s Superhouse (USA) International Inc, M/s Superhouse Middle East FZC, M/s Briggs Industrial Footwear Limited, UK, M/s Linea De Seguridad S.L.U. Spain, M/s Superhouse Gmbh, Germany and LA Compagnie Francaise De Protection SARL and five Associates namely M/s Unnao Tanneries Pollution Control Company, M/s Steven Construction Limited, M/s Amin International Limited, M/s Knowldgehouse Limited and M/s Creemos International Limited. There is no joint venture of the company. During the year, no company becomes or ceased to be companyâs subsidiaries, joint venture or Associates Company, except LA Compagine Francaise DE Protection SARL become subsidiary of the company during the year.
The Company will make available the annual accounts of subsidiaries and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any member of the Company at the registered office of the Company and that of the respective subsidiaries. The Financial Statements, including Consolidated Financial Statement and separate Financial Statement in respect of each of its subsidiaries have also been placed on the website of the company. A statement containing salient features of the Financial Statement of subsidiaries/associates companies is farming part of the Annual Financial Statement.
The policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link:http://superhouse.in/pdf/Policy-for-determining-Material-Subsidiary.pdf.
Consolidated Financial Statement:-
In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 -investments in Associates, the audited consolidated financial statement are provided in the Annual Report.
Secretarial Standards :-
The Directors state that applicable Secretarial Standards, i.e. SS-1, SS-2 and SS-3 relating to âMeetings of the Board of Directorsâ, âGeneral Meetingsâ and âDividendâ, respectively, have been duly followed by the Company.
Directorsâ Responsibility Statement:-Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Management Discussion and Analysis:-
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.
Corporate Governance:-
During the year under review, the company has taken necessary steps to comply with the requirements of the Corporate Governance Code and a Report on the Corporate Governance forms part of this Report.
The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
Internal Financial Controls:-
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Corporate Social Responsibility:-
The Corporate Social Responsibility Committee comprises Mr. Mukhtarul Amin, Chairman, Mr. Anil Kumar Agarwal, Mr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as other members. The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The Corporate Social Responsibility Policy may be accessed on the Companyâs website at the link:http://superhouse.in/pdf/CSR-Policy.pdf .
To attain its Corporate Social Responsibility (CSR) objectives in a professional and integrated manner the company has identified the promotion of Education Healthcare and Environment Sustainability as its focus areas.
In Education, the endeavors of the company are to spark the desire of learning and knowledge at every stage through quality primary education, formal schools, facility for preparation of higher education and development of sports skills. The proper arrangements have been made for free education of the financially weaker section of the society. The company is also assisting in skill development by providing on the job and vocational training.
In Healthcare, the endeavors of the company are to eradicate hunger, poverty and malnutrition and promoting Healthcare including preventive Health-care.
In Environmental Sustainability, the endeavors of the company are:- 1. To ensure environmental sustainability by adopting best ecological practices and encouraging conservation/judicious use of water and other natural re-sources.
2. To use environment friendly and safe process in production. 3. To create a positive fast print within the society by creating inclusive and enabling infrastructure/environment for livable communities. 4. To run primary and secondary treatment plants for the disposal of effluent waste.
During the year, the Company has made the provision of Rs. 76.15 lacs (around 2% of the average net profit of last three financial years) for CSR expenditure. However, the actual expenditure of Rs. 24.50 lacs incurred during the year under review. Reason for not spending 2% of the average net profit of the last three financial years, are given in Annexure-I to this report.
Directors and Key Managerial Personnel:-
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vinay Sanan and Mr. Anil Kumar Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible they offered themselves for re-appointment. No other key managerial personnel was appointed or resigned during the year.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations.
The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities with the Company, the nature of the industry in which the Company operates, the business model of the Company and related matters are also put up on the website of the Company at the link: http://superhouse.in/pdf/Familiarisation-Programme.pdf The following policies of the Company are attached herewith, marked as Annexure II and Annexure III.
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial personnel and other employees.
Performance Evaluation:-
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process.
Contracts and Arrangements with Related Parties:-
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://superhouse.in/pdf/Policy-on-Materiality.pdf.
There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.
Your Directors draw attention of the members to Note 48 to the financial statement which sets out related party disclosures.
Meetings of the Board:-
Five meetings of the Board of Directors were held during the year. The details of the meeting are given in the Corporate Governance Report.
Risk Management:-
The details about the development and implementation of risk management policy of the company, including elements of risk are given in the Corporate Governance Report.
Vigil Mechanism:-
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy may be accessed on the Companyâs website at the link:http://superhouse.in/pdf/Vigil-Mechanis-and-Whistle-Blower-Policy.pdf
Particulars of Loans given, Investments made, Guarantees given and Securities provided:-
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement.
Extract of Annual Return:-
Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.
Particulars of Employees and Related Disclosures:-
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees as required in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details 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 are provided in the Annual Report.
Conservation of Energy:-
Your Company is engaged in the manufacture of Finished Leathers, Leather Goods and Textile Garments and consumption of energy in these industries is not significant as compared to that of in other industries. However, the Company is making continuous efforts to conserve energy wherever possible by economizing on the use of power and fuel in factories and offices. The company is using electricity and generators as sources of energy. The company has not made specific additional investment for the reduction of consumption of energy.
Technology Absorption:-
The company is carrying on the research and development, understanding the customer needs and preferences for design, quality and comfort on a regular way. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your Company to achieve excellent working results and improve the competitive strength of the company. The use of modern technology and newest materials not only guarantee world class quality products at reasonable price but also caters to the fashion needs of the customers while meeting the ever changing market requirements.
The company has incurred revenue expenditure of Rs. 42.02 lacs which are 0.07% of total turnover for the Research and Development Activities during the year as compared to Rs. 60.74 lacs which were 0.10% of total turnover incurred during the previous year.
The company is not using imported technology. However, Imported Plants and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo:-
Your company continues to enjoy the status of a Government of India Recognized Trading House. Continuous efforts are being made to identify the new markets. The company earned Foreign Exchange of Rs 43535.43 lacs during the year in comparison to previous year of Rs. 45288.16 lacs. During the year, the total Foreign Exchange outage was Rs. 6147.01 lacs as compared to Rs. 8267.96 lacs during the preceding financial year.
Statutory Auditors:-
M/s. Rajeev Prem and Associates, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September, 29, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer. Secretarial Auditor:-
The Board has appointed Mr. Gautam Kumar Banthia, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith, marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Audit Committee:-
The Audit Committee Comprises Independent Directors, namely Mr. Dilip Kumar Dheer, Chairman Mr. Anil Kumar Agarwal, Mr. Syed Javed Ali Hashmi and Mr. Kamal Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board.
General:-
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries, except Mr. Mukhtarul Amin, Chairman and Managing Director of the company received remuneration/commission of Rs. 10.22 lacs from M/s Briggs Industrial Footwear Limited, U. K., subsidiary of the company during the year (previous year Nil).
6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
7. No fraud was reported by the auditors under sub-section (12) of Section 143.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement:-
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
For and on behalf of the Board
Place : KANPUR MUKHTARUL AMIN
Date :9th July, 2018 Chairman
Mar 31, 2016
The Directors have pleasure in presenting their 36th Annual Report along with the Audited Accounts of your Company for the year ended 31st March, 2016.
FINANCIAL RESULTS: |
Current Year |
Previous Year |
|
(Rs. in Rs.000) |
(Rs.inRs.000) |
Profit before Depreciation |
552228 |
641792 |
Less: Depreciation |
139654 |
132480 |
Profit before tax |
412574 |
509312 |
Less: Provision for taxation |
146182 |
184654 |
Profit after tax Less: Adjustment related to |
266392 |
324658 |
fixed assets |
- |
19971 |
Income Tax relating to earlier year Balance Brought forward from |
15247 |
- |
previous year |
1024093 |
839310 |
Appropriations: |
1275238 |
1143997 |
Proposed Dividend |
16537 |
16537 |
Tax on Proposed Dividend |
3367 |
3367 |
Transferred to General Reserve |
100000 |
100000 |
Balance carried to Balance Sheet |
1155334 |
1024093 |
|
1275238 |
1143997 |
Dividend and Reserves
Your Directors are pleased to recommend a final dividend of Rs. 1.50 per equity share (previous year Rs.1.50 per equity share) on the equity share capital of the company for the financial year ended 31st March, 2016. The cash outflow on account of dividend on equity capital will be Rs. 199.04 lacs (previous year Rs. 199.04 lacs) including dividend distribution tax of Rs. 33.67 lacs (previous year Rs.33.67 lacs). During the year under review your company transferred a sum of Rs 10.00 crores to General Reserve (Previous year Rs 10.00 crores).
Financial Performance
The company has achieved the sales and other Income of Rs 625.85 crores against Rs. 712.02 crores reported last year. The Profit before tax was Rs. 41.26 crores and profit after tax was Rs. 25.11 crores during the year under review as compared to Rs. 50.93 crores and Rs. 32.47 crores, respectively, during previous year. Earning per share decreased from Rs.29.45 per share during the previous year to Rs. 22.78 per share during the year under review.
Export Awards:-
The company won the Niryat Shree Gold Award 2015 during the year in overall Export Category for 2014-15. The company also received the Best Export Award in Non-Leather Harness/Saddles/Bridles.
Subsidiary Companies, Joint Venture and Associate Companies
The company is having six subsidiary companies namely M/s Super house (UK) Limited, M/s Super house (USA) International Inc, M/s Super house Middle East FZC, M/s Briggs Industrial Footwear Limited, UK, M/s Linea De Seguridad S.L. Spain and M/s Super house Gmbh, Germany and five Associates namely M/s Unnao Tanneries Pollution Control Company, M/s Steven Construction Limited, M/sAmin International Limited, M/s Knowledge house Limited and M/s Creemos International Limited. There is no joint venture of the company. During the year, no company become or ceased to be companyâs subsidiaries, joint venture or Associates Company.
The Company will make available the annual accounts of subsidiaries and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any member of the Company at the registered office of the Company and that of the respective subsidiaries. The Financial Statements, including Consolidated Financial Statement and separate Financial Statement in respect of each of its subsidiaries have also been placed on the website of the company. A statement containing salient features of the Financial Statement of subsidiaries/associates companies is farming part of the Annual Financial Statement.
The policy for determining material subsidiaries as approved may be accessed on the Companyâs website at the link:http://superhouse.in/pdf/Policy-for-determining-Material-Subsidiary.pdf.
Consolidated Financial Statement
In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.
Directorsâ Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Management Discussion and Analysis
Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 read with schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is presented in a separate section forming part of the Annual Report.
Corporate Governance:-
During the year under review, the company has taken necessary steps to comply with the requirements of the Corporate Governance Code and a Report on the Corporate Governance forms part of this Report.
Internal Financial Controls:-
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
Corporate Social Responsibility
The Corporate Social Responsibility Committee comprises Mr. Mukhtarul Amin, Chairman, Mr. Anil Kumar Agarwal, Mr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as other members. The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The Corporate Social Responsibility Policy may be accessed on the Companyâs website at the link:http://superhouse.in/ pdf/CSR-Policy.pdf.
To attain its Corporate Social Responsibility (CSR) objectives in professional and integrated manner the company has identified the promotion of Education Health-Care and Environment Sustainability as its focus areas.
In Education, the endeavors of the company are to spark the desire of learning and knowledge at every stage through quality primary education, formal schools, facility for preparation of higher education and development of sports skills. The proper arrangements have been made for free education of the financially weaker section of the society. The company is also assist in skill development by providing on job and vocational training.
In Health-care, the endeavours of the company are to eradicate hanger, poverty and malnutrition and promoting health-care including preventive health-care.
In Environment Sustainability, the endeavors of the company are:- 1. To ensure environmental sustainability by adopting best ecological practices and encouraging conservation/ judicious use of water and other natural re-sources. 2. To use environment friendly and safe process in production. 3. To create a positive fast print within the society by creating inclusive and enabling infrastructure/environment for livable communities. 4. To run primary and secondary treatment plants for the disposal of effluent waste.
During the year, the Company has spent Rs 93.96 Lacs (around 2.12 % of the average net profiles of last three financial years) on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure-l.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Zafarul Amin and Mr. Anil KumarAgarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible they offered themselves for re-appointment. No other key managerial personnel was appointed or resigned during the year.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and listing regulations.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are also put upon the website of the Company at the link: http://superhouse.in/pdf/Familiarisation-Programme.pdf The following policies of the Company are attached herewith marked as Annexure II and Annexure III.
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial personnel and other employees.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://superhouse.in/pdf/Policy-on-Materiality.pdf.
Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures.
Meetings of the Board
Five meetings of the Board of Directors were held during the year. The details of the meeting are given in Corporate Governance Report.
Risk Management
The details about development and implementation of risk management policy of the company including elements of risk are given in Corporate Governance Report.
Vigil Mechanism:-
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link:http://superhouse.in/pdf/Vigil-Mechanis-and-Whistle-Blower-Policy.pdf
Particulars of Loans given, Investments made, Guarantees given and Securities provided:-
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement.
Extract of Annual Return:-
Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.
Particulars of Employees and Related Disclosures:-
ln terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees as required in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details 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 are provided in the Annual Report.
Conservation of Energy
Your Company is engaged in the manufacture of Finished Leathers, Leather Goods and Textile Garments and consumption of energy in these industries is not significant as compared to that of in other industries. However, the Company is making continuous efforts to conserve energy wherever possible by economizing on the use of power and fuel in factories and offices. The company is using electricity and generators as sources of energy. The company has not made specific additional investment for the reduction of consumption of energy.
Technology Absorption
The company is carrying on the research and development, understanding the customer needs and preferences for design, quality and comfort on a regular way. Improvement of overall product performance by implementing the planned strategies, bringing in new developments and product improvements based on consumer research have helped your Company to achieve excellent working results and improve competitive strength of the company. The use of modern technology and newest materials not only guarantee world class quality products at reasonable price but also cater to the fashion needs of the customers while meeting the ever changing market requirements.
The company has incurred revenue expenditure of Rs. 48.76 lacs which are 0.08 % of total turnover for the Research and Development Activities during the year as compared to Rs. 37.08 lacs which were 0.05% of total turnover incurred during the previous year.
The company is not using imported technology. However, Imported Plants and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo:-
Your company continues to enjoy the status of a Government of India Recognized Trading House. Continuous efforts are being made to identify the new markets. The company earned Foreign Exchange of Rs.48688.35 lacs during the year in comparison to previous year of Rs. 57220.59 lacs. During the year, the total Foreign Exchange outage was Rs. 9490.51 lacs as compared to Rs. 13214.72 lacs during the preceding financial year.
Statutory Auditors:-
M/s. Kapoor Tandon & Co. present Auditors will hold office until the conclusion of this Annual General Meeting. We have received a certificate from the Auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for reappointment.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor:-
The Board has appointed Mr. Gautam Kumar Banthia, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Audit Committee:-
The Audit Committee Comprises Independent Directors namely Mr. Syed Javed Ali Hashmi, Chairman, Mr. Kamal Agarwal, Mr. Dilip Kumar Dheer and Mr. Anil Kumar Agarwal as other member. All the recommendations made by the Audit Committee were accepted by the Board.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
6. No fraud was reported by the auditors under subsection (12)of Section 143.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
Acknowledgement
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Place: KANPUR For and on behalf of the Board
Date: 13th August, 2016 (MUKHTARULAMIN)
Chairman
Mar 31, 2014
The Shareholders.
Superhouse Limited,
Kanpur.
The Directors have pleasure in presenting their 34th Annual Report
along with the Audited Accounts of your Company for the year ended 31st
March, 2014.
FINANCIAL RESULTS : Current Year Previous Year
(Rs. in Rs.000) (Rs. in Rs.000)
Profit before Depreciation 626308 439152
Less: Depreciation 130509 113327
Profit before tax 495799 325825
Less : Provision for taxation 171182 120163
Profit after tax 324617 205662
Income Tax relating to earlier year (155) 7706
Balance Brought forward from 634195 540175
previous year 958657 753543
Appropriations :
Proposed Dividend 16537 16537
Tax on Proposed Dividend 2810 2810
Transferred to General Reserve 100000 100000
Balance carried to Balance Sheet 839310 634196
958657 753543
Dividend :-
Your Directors are pleased to recommend a final dividend of Rs. 1.50
per equity share (previous year Rs.1.50 per equity share) on the equity
share capital of the company for the financial year ended 31st March,
2014. The cash outflow on account of dividend on equity capital will be
Rs. 193.48 lacs (previous year Rs. 193.48 lacs) including dividend
distribution tax of Rs. 28.10 lacs (previous year Rs.28.10 lacs).
Financial Performance :-
The company has achieved the sales and other Income of Rs 671.75 crores
against Rs. 522.99 crores reported last year. The Profit before tax was
Rs. 49.58 crores and profit after tax was Rs. 32.45 crores during the
year under review as compared to Rs. 32.58 crores and Rs. 21.34
crores, respectively, during previous year. Revenue from operations
increased by 28.36 to Rs. 669.54 crores and export increased by 32.34%
to 548.74 crores during the year. Earning per share increased from
19.35 per share during the previous year to Rs. 29.43 per share during
the year under review.
Export Awards:-
The company has won the Exporter Awards during the year in overall
Export Category for 2012-13. In addition to Export Award in overall
category, the company also received the Best Export Award in
Non-Leather Harness and Saddlery.
Subsidiary Companies :-
The company is having six subsidiary companies namely M/s Superhouse
(UK) Limited, M/s Superhouse (USA) International Inc, M/s Superhouse
Middle East FZC, M/s Briggs Industrial Footwear Limited, UK, M/s Linea
De Seguridad S.L. Spain and M/s Superhouse Gmbh, Germany. A statement
pursuant to section 212 of the Companies Act,1956 relating to company''s
interest in subsidiary companies is forming part of the Annual
Accounts.
As per general exemption granted by the Government of India, Ministry
of Corporate Affairs'', the Company has not attached the annual accounts
of its all the six subsidiaries namely M/s Superhouse (UK) Limited, M/s
Superhouse (USA) International Inc, M/s Superhouse Middle East FZC, M/s
Briggs Industrial Footwear Limited, UK, M/s Linea De Seguridad S.L.
Spain and M/s Superhouse Gmbh, Germany to this Annual Report. However,
the relevant information for each subsidiary has been disclosed in the
consolidated financial statements attached to this Annual Report.
The Company will make available the annual accounts of subsidiaries and
the related information to any member of the Company who may be
interested in obtaining the same. The annual accounts of subsidiaries
will also be kept for inspection by any member of the Company at the
registered office of the Company and that of the respective
subsidiaries. The Consolidated financial statements presented by the
Company include the financial information of its subsidiaries.
Transfer of Amounts to Investor Education and Protection Fund.
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act. 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, on due date
to the Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on 30th
September, 2013 (date of last Annual General Meeting) on the Company''s
website www.superhouse.in, and also on the Ministry of Corporate
Affairs website.
Corporate Governance:-
During the year under review, the company has taken necessary steps to
comply with the requirements of the Corporate Governance Code and a
Report on the Corporate Governance forms part of this Report.
Consolidated Financial Statement :-
As required by clause-32 of the Listing Agreement and in accordance
with the Accounting Standard-AS-21 your directors have pleasure to
attach the Consolidated Financial Statements and Cash Flow Statement
which form part of the Annual Report and Accounts.
Management Discussion and Analysis :-
The Report as required by clause-49 of the Listing Agreement is annexed
hereto and form part of the report.
Personnel :-
The relations with the employees continued to be cordial during the
year. Directors record their appreciation for the sincere and hard work
put in by all categories of employees during the year.
Conservation of Energy :-
Your Company is engaged in the manufacture of Finished Leathers,
Leather Goods and Textile Garments and consumption of energy in these
industries is not significant as compared to that of in other
industries. However, the Company is making continuous efforts to
conserve energy wherever possible by economizing on the use of power
and fuel in factories and offices. However, the company has not made
specific additional investment for the reduction of consumption of
energy.
Technology Absorption :-
The company is carrying on the research and development, understanding
the customer needs and preferences for design, quality and comfort on a
regular way. Improvement of overall product performance by implementing
the planned strategies, bringing in new developments and product
improvements based on consumer
research have helped your Company to achieve excellent working results
and improve competitive strength of the company. The use of modern
technology and newest materials not only guarantee world class quality
products at reasonable price but also cater to the fashion needs of the
customers while meeting the ever changing market requirements.
The company has incurred revenue expenditure of Rs. 39.77 lacs which
are 0.06% of total turnover for the Research and Development Activities
during the year as compared to Rs. 52.00 lacs which were .11% of total
turnover incurred during the previous year.
The company is not using imported technology. However, Imported Plants
and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo :-
Your company continues to enjoy the status of a Government of India
Recognized Trading House. Continuous efforts are being made to identify
the new markets. Exports during the year were Rs 54874.26 lacs in
comparison to previous year of Rs. 41464.97 lacs on FOB basis. During
the year, the total Foreign Exchange outage was Rs 11848.84 lacs as
compared to Rs. 9022.75 lacs during the preceding financial year.
Particulars of Employees u/s 217 :-
No employee was covered Under Section 217(2-A) of the Companies Act,
1956 during the year.
Directors :-
Mr. Mohammad Shadab (DIN:00098221) retires by rotation at the ensuing
Annual General Meeting and being eligible, he offers himself for
re-election.
Further, Mr. Syed Javed Ali Hashmi (DIN: 00014726), Mr. Dilip Kumar
Dheer (DIN:0003341879), Mr. Anil Soni (DIN:00023188), Mr. Nemi Chand
Jain (DIN:00031283), Dr. Krishna Kumar Agarwal (DIN: 00022719) and Mr.
Kamal Agarwal (DIN: 00022904) are being appointed as Independent
directors under section 149 of the Companies Act, 2013 and clause 49 of
the Listing Agreement to hold office for 5 (five) consecutive years for
a term upto the conclusion of the 39th Annual General Meeting of the
Company in the calendar year 2019.
Directors'' Responsibility Statement :-
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your Directors confirm that :
i). In the preparation of the annual accounts the applicable accounting
standards have been followed;
ii). They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2014 and of the profit of the Company for
the year ended on that date;
iii). They have taken proper and sufficient care 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;
iv). They have prepared the annual accounts on a going concern basis.
Acknowledgement
Your Directors would like to express their appreciation for the
assistance and co-operation received from the banks, government
authorities, customers, vendors and members during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the commited services by the Company''s executive staff
and workers.
Statutory Auditors :-
M/s. Kapoor Tandon & Co. present Auditors will hold office until the
conclusion of this Annual General Meeting. We have received a
certificate from the Auditors to the effect that their re-appointment,
if made, will be in accordance with the limits specified under section
141 (3) (g) of the Companies Act, 2013 and they are not disqualified
for re-appointment.
For and on behalf of the Board
MUKHTARUL AMIN
Chairman
Place : KANPUR
Date : 1st July, 2014
Mar 31, 2013
To The Shareholders of Superhouse Limited,
Kanpur.
The Directors have pleasure in presenting their 33rd Annual Report
alongwith the Audited Accounts of your Company for the year ended 31st
March, 2013.
FINANCIAL RESULTS :
Current
Year Previous
Year
(Rs. in Rs.000) (Rs. in Rs.000)
Profit before Depreciation 439152 393107
Less: Depreciation 113327 96719
Profit before tax 325825 296388
Less : Provision for taxation 120163 102915
Profit after tax 205662 193473
Income Tax relating to earlier year 7706 (1886)
Balance Brought forward from 540175 467808
previous year 753543 659395
Appropriations :
Proposed Dividend 16537 16537
Tax on Proposed Dividend 2810 2683
Transferred to General Reserve 100000 100000
Balance carried to Balance Sheet 634196 540175
753543 659395
Dividend :-
Your Directors are pleased to recommend a final dividend of Rs. 1.50
per equity share (previous year Rs.1.50 per equity share) on the equity
share capital of the company for the financial year ended 31st March,
2013. The cash outflow on account of dividend on equity capital will be
Rs. 193.48 lacs (previous year Rs. 192.20 lacs) including dividend
distribution tax of Rs. 28.10 lacs (previous year Rs.26.83 lacs).
Financial Performance :-
The company has achieved the sales and other Income of Rs. 522.99
crores against Rs. 466.17 crores reported last year. The Profit after
Ta x was Rs. 21.34 crores during the year under review as compared to
Rs. 19.16 crores reported during the previous year.
Export Awards:-
The President of India accorded prestigious Niryat Shree Award to the
company during the year. Further, the company has also won the Best
Exporter Awards in overall Export Category for 2012-13. In addition to
Best Export Award in overall category, the company also received Best
Export Award in Non-Leather Harness and Saddlery and 2nd place Export
Award in Leather Footwear category.
Subsidiary Companies :-
The company is having six subsidiary companies namely M/s. Superhouse
(UK) Limited, M/s. Superhouse (USA) International Inc, M/s. Superhouse
Middle East FZC, M/s. Briggs Industrial Footwear Limited, UK, M/s.
Linea De Seguridad S.L. Spain and M/s. Superhouse Gmbh, Germany. A
statement pursuant to section 212 of the Companies Act,1956 relating to
company''s interest in subsidiary companies is forming part of the
Annual Accounts.
As per general exemption granted vide Government of India, Ministry of
Corporate Affairs'' general circular No. 2/2011 dated 8th February,2011,
the Company has not attached the annual accounts of its all the six
subsidiaries namely M/s. Superhouse (UK) Limited, M/s. Superhouse (USA)
International Inc, M/s. Superhouse Middle East FZC M/s. Briggs
Industrial Footwear Limited, UK, M/s. Linea De Seguridad S.L. Spain and
M/s. Superhouse Gmbh, Germany to this Annual Report. As required by the
said circular, the relevant information for each subsidiary has been
disclosed in the consolidated financial statements attached to this
Annual Report.
The Company will make available the annual accounts of subsidiaries and
the related information to any member of the Company who may be
interested in obtaining the same. The annual accounts of subsidiaries
will also be kept for inspection by any member of the Company at the
registered office of the Company and that of the respective
subsidiaries. The Consolidated financial statements presented by the
Company include the financial information of its subsidiaries.
Corporate Governance:-
During the year under review, the company has taken necessary steps to
comply with the requirements of the Corporate Governance Code and a
Report on the Corporate Governance forms part of this Report.
Consolidated Financial Statement :-
As required by clause-32 of the Listing Agreement and in accordance
with the Accounting Standard-21 your directors have pleasure to attach
the Consolidated Financial Statements and Cash Flow Statement which
form part of the Annual Report and Accounts.
Management Discussion and Analysis :-
The Report as required by clause-49 of the Listing Agreement is annexed
hereto and form part of the report.
Personnel :-
The relations with the employees continued to be cordial during the
year. Directors record their appreciation for the sincere and hard work
put in by all categories of employees during the year.
Conservation of Energy :-
Your Company is engaged in the manufacture of Finished Leathers,
Leather Goods and Textile Garments and consumption of energy in these
industries is not significant as compared to that of in other
industries. However, the Company is making continuous efforts to
conserve energy wherever possible by economizing on use of power and
fuel in factory and offices. However, the company has not made specific
additional investment for the reduction of consumption of energy.
Technology Absorption :-
The company is carrying on the research and development, understanding
the customer needs and preferences for design, quality and comfort on a
regular way. Improvement of overall product performance by implementing
the planned strategies, bringing in new developments and product
improvements based on consumer research have helped your Company to
achieve excellent working results and improve competitive strength of
the company. The use of modern technology and newer materials not only
guarantee world class quality products at reasonable price but also
cater to the fashion needs of the customers while meeting the ever
changing market requirements.
The company has incurred revenue expenditure of Rs. 52.00 lacs which
are .11% of total turnover for the Research and Development Activities
during the year as compared to Rs. 33.17 lacs which were .07% of total
turnover incurred during previous year.
The company is not using imported technology. However, Imported Plants
and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo :-
Your company continues to enjoy the status of a Government of India
Recognized Trading House. Continuous efforts are being made to identify
the new markets. Exports during the year were Rs. 41464.97 lacs in
comparison to previous year of Rs. 37749.26 lacs on FOB basis. During
the year, total Foreign Exchange outgo was Rs.9022.75 lacs as compared
to Rs. 7333.64 lacs during the preceding financial year.
Particulars of Employees u/s 217 :-
No employee was covered Under Section 217(2-A) of the Companies Act,
1956 during the year.
Directors :-
Mr. Zafarul Amin, Mr. Anil Kumar Agarwal, Dr Krishna Kumar Agarwal and
Mr. Kamal Agarwal retire by rotation at the ensuing Annual General
Meeting and being eligible, they offer themselves for re- election.
Directors'' Responsibility Statement :-
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your Directors confirm that :
i). In the preparation of the annual accounts the applicable accounting
standards have been followed;
ii). They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2013 and of the profit of the Company for
the year ended on that date;
iii). They have taken proper and sufficient care 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;
iv). They have prepared the annual accounts on a going concern basis.
Statutory Auditors :-
M/s. Kapoor Tandon & Co. present Auditors will hold office until the
conclusion of this Annual General Meeting. We have received a
certificate from the Auditors to the effect that their re-appointment,
if made, will be in accordance with the limits specified in sub
section(1B) of Section 224 of the Companies Act, 1956. Directors
commend for re-appointment of M/s. Kapoor Tandon & Co.
Place: KANPUR For and on behalf of the Board
Date : 29th June, 2013 MUKHTARUL AMIN Chairman
Mar 31, 2012
To The Shareholders of Superhouse Limited, Kanpur.
The Directors have pleasure in presenting their 32nd Annual Report
along with the Audited Accounts of your Company for the year ended 31st
March, 2012.
FINANCIAL RESULTS : Current Year Previous Year
(Rs. in '000) (Rs. in '000)
Profit before Depreciation 393107 352220
Less: Depreciation 096719 91699
Profit before tax 296388 260521
Less : Provision for taxation 102915 88698
Profit after tax 193473 171823
Income Tax relating to
earlier year (1886) 4
Balance Brought forward from 467808 415201
previous year 659395 587028
Appropriations :
Proposed Dividend 16537 16537
Tax on Proposed Dividend 2683 2683
Transferred to General Reserve 100000 100000
Balance carried to Balance Sheet 540175 467808
659395 587028
Dividend :-
Your Directors are pleased to recommend final dividend of Rs. 1.50 per
equity share (previous year Rs.1.50 per equity share) on the equity
share capital of the company for the financial year ended 31st March,
2012. The cash outflow on account of dividend on equity capital will be
Rs.192.20 lacs (previous year Rs. 192.20 lacs) including dividend
distribution tax of Rs.26.83 lacs (previous year Rs.26.83 lacs).
Financial Performance :-
The company has achieved the sales and other Income of Rs 466.17 crores
against Rs. 447.34 crores reported last year. The Profit after Tax was
Rs 19.16 crores during the year under review as compared to Rs. 17.18
crores reported during the previous year.
Export Awards:-
During the year, the company received the Best Exporter Awards in
overall Export Category for 2010-11. In addition to Best Export Award
in overall category, the company also received Best Export Award in
Non-Leather Harness and Saddlery and 2nd place Export Award in Leather
Footwear category.
Subsidiary Companies :-
The company is having four subsidiary companies namely M/s Super house
(UK) Limited, M/s Super house (USA) International Inc, M/s Super house
Middle East FZC and M/s Briggs Industrial Footwear Limited, UK. A
statement pursuant to section 212 of the Companies Act,1956 relating to
company's interest in subsidiary companies is forming part of the
Annual Accounts. M/s Super house RO SRL, Romania wound-up during the
year.
As per general exemption granted vide Government of India, Ministry of
Corporate Affairs' general circular No. 2/2011 dated 8th February,2011,
the Company has not attached the annual accounts of its all the four
subsidiaries namely M/s Super house (UK) Limited, M/s Super house (USA)
International Inc, M/s Super house Middle East FZC and M/s Briggs
Industrial Footwear Limited, UK to this Annual Report. As required by
the said circular, the relevant information for each subsidiary has
been disclosed in the consolidated financial statements attached to
this Annual Report.
The Company will make available the annual accounts of subsidiaries and
the related information to any member of the Company who may be
interested in obtaining the same. The annual accounts of subsidiaries
will also be kept for inspection by any member of the Company at the
registered office of the Company and that of respective subsidiaries.
The Consolidated financial statements presented by the Company include
the financial information of its subsidiaries.
Corporate Governance:-
During the year under review, the company has taken necessary steps to
comply with the requirements of the Corporate Governance Code and a
Report on the Corporate Governance forms part of this Report.
Consolidated Financial Statement :-
As required by clause-32 of the Listing Agreement and in accordance
with the Accounting Standard-21 your directors have pleasure to attach
the Consolidated Financial Statements and Cash Flow Statement which
form part of the Annual Report and Accounts.
Management Discussion and Analysis :-
The Report as required by clause-49 of the listing Agreement is annexed
hereto and form part of the report.
Personnel :-
The relations with the employees continued to be cordial during the
year. The Directors record their appreciation for the sincere and hard
work put in by all categories of employees during the year.
Conservation of Energy :-
Your Company is engaged in the manufacture of Finished Leathers,
Leather Goods and Textile Garments and consumption of energy in these
industries is not significant as compared to that of in other
industries. However, the Company is making continuous efforts to
conserve energy wherever possible by economizing on use of power and
fuel in factory and offices. However, the company has not made specific
additional investment for the reduction of consumption of energy.
Technology Absorption :-
The company is carrying on the technological innovations, up- gradation
and improvements on a regular way. The company is getting benefit of R
& D by developing new range of Products.
The company is hopeful that sustained efforts put in by all concerned
and that will continue in future to achieve excellent working results
and improve competitive strength of the company.
The company has incurred expenditure of Rs. 33.17 lacs for the Research
and Development Activities during the year as compared to Rs. 22.20
lacs incurred during last year.
The company is not using imported technology. However, Imported Plants
and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo :-
Your Company continues to enjoy the status of a Government of India
Recognized Trading House. Continuous efforts are being made to identify
the new markets. Exports during the year were Rs 37749.25 lacs in
comparison to previous year of Rs. 35523.87 lacs on FOB basis. During
the year, total Foreign Exchange outgo was Rs. 7333.64 lacs as compared
to Rs. 8292.60 lacs during the preceding financial year.
Particulars of Employees u/s 217 :-
No employee was covered Under Section 217(2-A) of the Companies Act,
1956 during the year.
Directors :-
Mr. Vinay Sanan, Mr. Mohd. Shadab, Mr. Kamal Agarwal and Dr. Krishna
Kumar Agarwal retire by rotation at the ensuing Annual General Meeting
and being eligible, they offer themselves for re- election.
Directors' Responsibility Statement :-
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your Directors confirm that :
i). In the preparation of the annual accounts the applicable
accounting standards have been followed;
ii). They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2012 and of the profit of the Company for
the year ended on that date;
iii). They have taken proper and sufficient care 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;
iv). They have prepared the annual accounts on a going concern basis.
Statutory Auditors :-
M/s. Kapoor Tandon & Co. present Auditors will hold office until the
conclusion of this Annual General Meeting. We have received a
certificate from the Auditors to the effect that their re-appointment,
if made, will be in accordance with the limits specified in sub
section(1B) of Section 224 of the Companies Act, 1956. Directors
commend for re-appointment of M/s. Kapoor Tandon & Co.
Cost Auditors :-
The Central Government vide its Order No. 52/348 CAB-2000 dated 10th
August, 2000 has directed the company to carry out audit of the Cost
accounts maintained by the company in respect of Footwear. Your board
has appointed M/s. R. M. Bansal & Co., Cost Accountants to carry out
the Cost Audit for this purpose. This appointment has to be made in the
beginning of each financial year and an application has already been
forwarded to the Central Government to renew the appointment for the
current financial year.
Place: KANPUR For and on behalf of the Board
Date : 30th May, 2012 MUKHTARUL AMIN
Chairman
Mar 31, 2011
The Shareholders.
Super house Limited,
Kanpur.
The Directors have pleasure in presenting their 31st Annual Report
along with the Audited Accounts of your Company for the year ended 31st
March, 2011.
FINANCIAL RESULTS : Current Year Previous Year
(Rs. in '000) (Rs. in '000)
Profit before Depreciation 352220 293603
Less: Depreciation 91699 80563
Profit before tax 260521 213040
Less: Provision for taxation 88698 76552
Profit after tax 171823 136488
Income Tax relating to earlier year 4 (431)
Balance Brought forward from
previous year 415201 394571
587028 530628
Appropriations:
Proposed Dividend 16537 13230
Tax on Proposed Dividend 2683 2197
Transferred to General Reserve 100000 100000
Balance carried to Balance Sheet 467808 415201
587028 530628
Dividend :-
Your Directors are pleased to recommend final dividend of Rs. 1.50 per
equity share (previous year Rs.1.20 per equity share)on the equity
share capital of the company for the financial year ended 31st March,
2011. The cash outflow on account of dividend on equity capital will be
Rs. 192.20 lacs (previous year Rs. 154.27 lacs) including dividend dis-
tribution tax of Rs. 26.83 lacs (previous year Rs.21.97 lacs).
Financial Performance :-
The company has achieved the sales and other Income of Rs.448.51 crores
against Rs. 358.21 crores reported last year. The Profit after Tax was
Rs. 1718.22 lacs during the year under review as compared to Rs.
1364.88 lacs reported during the previous year.
Export Awards :-
During the year, the company received the Best Exporter Awards in
overall Export Category for 2009-10. The company received four awards
for its commendable export performance. In addition to Best Exporter
Awards in overall Export Category, the company also received Best
Exporter Awards in Leather Garments Category and non-leather saddlery
and Harness and 2nd place export award in Leather Goods Category.
Acquisition of U K based Briggs Industrial Footwear Limited :-
During current financial year the company has acquired 100 per cent
stake in Leicester UK based Briggs Industrial Footwear Limited for ã
1.40 million.
The Briggs Industrial Footwear Limited is a long established specialist
business to business supplier of safety and occupational footwear and
PPE. The company markets its safety footwear products under brand name
Himalayan, Toesavers, Catterpillar, Timberland and Dr. Martens. The
company also manufactures and markets personal protective equipments
(PPE) under brand name proforce.
Subsidiary Companies :-
The company is having four subsidiary companies namely M/s Superhouse
(UK) Limited, M/s Superhouse (USA) International Inc, M/s Superhouse
Middle East FZC and M/s Superhouse R.O. S.R.L. A statement pursuant to
section 212 of the Companies Act,1956 relating to company's interest in
subsidiaries companies is forming part of the Annual Accounts.
Corporate Governance :-
During the year under review, the company has taken necessary steps to
comply with the requirements of the Corporate Governance Code and a
Report on the Corporate Governance forms part of this Report.
Consolidated Financial Statement :-
As required by clause-32 of the Listing Agreement and in accordance
with the Accounting Standard-21 your directors have pleasure to at-
tach the Consolidated Financial Statements and Cash Flow Statement
which form part of the Annual Report and Accounts.
Management Discussion and Analysis :-
The Report as required by clause-49 of the listing Agreement is an-
nexed hereto and form part of the report.
Personnel :æ
The relations with the employees continued to be cordial during the
year. The Directors record their appreciation for the sincere and hard
work put in by all categories of employees during the year.
Conservation of Energy :-
Your Company is engaged in the manufacture of Finished Leathers,
Leather Goods and Textile Garments and consumption of energy in these
industries is not significant as compared to that of in other indus-
tries. However, the Company is making continuous efforts to conserve
energy wherever possible by economizing on use of power and fuel in
factory and offices. However, the company has not made specific ad-
ditional investment for the reduction of consumption of energy.
Technology Absorption :-
The company is carrying on the technological innovations, up-grada-
tion and improvements on a regular way. The company is getting ben-
efit of R & D by developing new range of Products.
The company is hopeful that sustained efforts put in by all concerned
and that will continue in future to achieve excellent working results
and improve competitive strength of the company. The company has
incurred expenditure of Rs. 22.20 lacs for the Re- search and
Development Activities during the year as compared to Rs. 74.13 lacs
incurred during last year.
The company is not using imported technology. However, Imported Plants
and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo :-
- Your Company continues to enjoy the status of a Government of India
Recognized Trading House. Continuous efforts are being made to iden-
tify the new markets. Exports during the year were Rs.35523.87 lacs in
comparison to previous year of Rs. 29049.40 lacs on FOB basis.
During the year, total Foreign Exchange outgo was Rs 8292.60 lacs as
compared to Rs. 6737.52 lacs during the preceding financial year.
Particulars of Employees u/s 217 :-
No employee was covered Under Section 217(2-A) of the Companies Act,
1956 during the year.
Directors :-
Mr. Dilip Kumar Dheer was opted on the Board in place of Mr. Sartaj
Ahmad. Mr. Zafarul Amin, Mr.N C Jain and Mr. Anil Kumar Agarwai retire
by rotation at the ensuing Annual General Meeting and being eligible,
they offer themselves for re-election. Directors' Responsibility
Statement :- In accordance with the provisions of section 217(2AA) of
the Compa- nies Act, 1956 your Directors confirm that:
i). In the preparation of the annual accounts the applicable account-
ing standards have been followed;
ii). They have selected such accounting policies and applied them
consistently and made judgments and estimates that are rea- sonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2011 and of the profit of the Company for
the year ended on that date;
iii). They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provi- sions of the
Companies Act, 1 956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv). They have prepared the annual accounts on a going concern basis.
Statutory Auditors :-
M/s. Kapoor Tandon & Co. present Auditors will hold office until the
conclusion of this Annual General Meeting. We have received a certifi-
cate from the Auditors to the effect that their re-appointment, if
made, will be in accordance with the limits specified in sub
section(IB) of Section 224 of the Companies Act, 1956. Directors
commend for re- appointment of M/s. Kapoor Tandon & Co.
Cost Auditors :-
The Central Government vide its Order No. 52/348 CAB-2000 dated 10th
August, 2000 has directed the company to carry out audit of the Cost
accounts maintained by the company in respect of Footwear. Your board
has appointed M/s. R. M. Bansal & Co., Cost Accountants to carry out
the Cost Audit for this purpose. This appointment has to be made in the
beginning of each financial year and an application has already been
forwarded to the Central Government to renew the ap- pointment for the
current financial year.
For and on behalf of the Board
Place : Kanpur MUKHTARUL AMIN
Date ; 30th July, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their 30th Annual Report
alongwith the Audited Accounts of your Company for the year ended 31st
March, 2010.
FINANCIAL RESULTS: Current Year Previous Year
(Rs. in 000) (Rs. in 000)
Profit before Depreciation 293603 204,385
Less: Depreciation 80563 71883
Profit before tax 213040 132502
Less: Provision for taxation 76552 56780
Profit after tax 136488 75722
Income Tax relating to earlier year (431) 1171
Balance Brought forward from previous year 394571 361959
530628 438852
Appropriations :
Proposed Dividend 13230 12207
Tax on Proposed Dividend 2197 2074
Transferred to General Reserve 100000 30000
Balance carried to Balance Sheet 415201 394571
530628 438852
Dividend :
Your Directors are pleased to recommend final dividend of Rs. 1.20 per
equity share (previous year Rs.1.20 per equity share) on the equity
share capital of the company for the financial year ended 31st March,
2010. The cash outflow on account of dividend on equity capital will be
Rs. 154.27 lacs (previous year Rs. 142.81 lacs) including dividend
distribution tax of Rs 21.97 lacs (previous year Rs.20.74 lacs).
Financial Performance :
The company has achieved the sales and other Income of Rs. 359.15
crores against Rs. 344.57 crores reported last year. The Profit after
Tax was Rs. 1364.88 lacs during the year under review as compared to
Rs. 757.22 lacs reported during the previous year.
Export Award :
During the current year, the company received Best Exporter Awards of
U.P. State for the years 2007-08 and 2008-09. Further, the company also
received four National Export Awards during the year under re- view.
The company was placed first for exporting Non-leather Saddlery and
Harness.
Subsidiary Companies :
The company is having six subsidiary companies namely M/s Superhouse
(UK) Limited, M/s Superhouse
(USA) International Inc, M/s Superhouse Middle East FZC, M/s Superhouse
R.O. S.R.L.,M/s Super House Canada Inc. and Super House HK Limited.
Super House HK Limited was incorporated during current year. A
statement pursuant to section 212 of the Companies Act,1956 relating to
companys interest in subsidiary companies is forming part of the
Annual Accounts.
Corporate Governance :
During the year under review, the company has taken necessary steps to
comply with the requirements of the Corporate Governance Code and a
Report on the Corporate Governance forms part of this Report.
Consolidated Financial Statement:
As required by clause-32 of the Listing Agreement and in accordance
with the Accounting Standard-21 your directors have pleasure to attach
the Consolidated Financial Statements and Cash Flow Statement which
form part of the Annual Report and Accounts.
Management Discussion and Analysis :
The Report as required by clause-49 of the Listing Agreement is annexed
hereto and forms part of the report.
Personnel :
The relations with the employees continued to be cordial during the
year. The Directors record their appre- ciation for the sincere and
hard work put in by all categories of employees during the year.
Conservation of Energy :
Your Company is engaged in the manufacture of Finished Leathers,
Leather Goods and Textile Garments and consumption of energy in these
industries is not significant as compared to that of in other
industries. However, the Company is making continuous efforts to
conserve energy wherever possible by economiz- ing on use of power and
fuel in factory and offices. The company has also conducted the Energy
Audit of various factories and offices of the company. However, the
company has not made specific additional investment for the reduction
of consumption of energy.
Technology Absorption :
The company is carrying on the technological innovations, up-gradation
and improvements on a regular way. The company is getting benefit of R
& D by developing new range of Products.
The company is hopeful that sustained efforts put in by all concerned
and that will continue in future to achieve excellent working results
and improve competitive strength of the company.
The company has incurred expenditure of Rs. 74.13 lacs for the Research
and Development Activities during the year as compared to Rs. 98.70
lacs incurred during last year.
The company is not using imported technology. However, Imported Plants
and Machineries are also being used by the company.
Foreign Exchange Earnings & Outgo :
Your Company continues to enjoy the status of a Government of India
Recognized Trading House. Con- tinuous efforts are being made to
identify the new markets. Exports during the year was Rs. 29049.40 lacs
in comparison to previous year of Rs. 28580.40 lacs on FOB basis.
During the year, total Foreign Ex- change outgo was Rs 6737.52 lacs as
compared to Rs. 6596.58 lacs during the preceding financial year.
Particulars of Employees u/s 217 :
No employee was covered Under Section 217(2-A) of the Companies Act,
1956 during the year.
Directors :
Your Directors are sorry to inform you about sad demise of Mr. S M
Rais, Director of the company on 04.01.2010. The board places on record
its high appreciation for the valuable services rendered by him during
his tenure. Mr. Javed Ali Hashmi was opted on the Board in place of
Late Mr. S. M. Rais. Mr. Kamal Agarwal, Mr. Krishna Kumar Agarwal, Mr.
Anil Soni and Mr. Sartaj Ahmad retire by rotation at the ensuing Annual
General Meeting, and being eligible, they offer themselves for
re-election.
Directors Responsibility Statement:
In accordance with the provisions of section 217(2AA) of the Companies
Act, 1956 your Directors confirm that:
i) In the preparation of the annual accounts the applicable accounting
standards have been followed;
ii) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2010 and of the profit of the Company for
the year ended on that date;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Com- pany and
for preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on a going concern basis.
Statutory Auditors :
M/s. Kapoor Tandon & Co. present Auditors will hold office until the
conclusion of this Annual General Meeting. We have received a
certificate from the Auditors to the effect that their re-appointment,
if made, will be in accordance with the limits specified in sub
section(IB) of Section 224 of the Companies Act, 1956. Directors
commend for re-appointment of M/s. Kapoor Tandon & Co.
Cost Auditors :
The Central Government vide its Order No. 52/348 CAB-2000 dated 10th
August, 2000 has directed the company to carry out audit of the Cost
accounts maintained by the company in respect of Footwear. Your board
has appointed M/s. R. M. Bansal & Co., Cost Accountants to carry out
the Cost Audit for this pur- pose. This appointment has to be made in
the beginning of each financial year and an application has already
been forwarded to the Central Government.to renew the appointment for
the current financial year.
For and on behalf of the Board
Place : Kanpur MUKHTARULAMIN
Date : 5th June, 2010 Chairman