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Directors Report of Superhouse Ltd.

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 company’s 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 Company’s website at the link:http://superhouse.in/pdf/Policy-for-determining-Material-Subsidiary.pdf.

Consolidated Financial Statement

In accordance with the Companies Act, 2013 (“the Act”) 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.

Directors’ 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 ‘going concern’ 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 Company’s 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 Board’s 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 arm’s 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 Company’s 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 Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ 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 Company’s 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 Company’s 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 £ 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 :¦

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

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