Directors Report of Superior Industrial Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting this Annual Report on the business and operation of the company together with Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS (highlights) :Financial results of the Company for the year under review are summarized as below,

(In Lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Total Income 800.48 3002.86

Less, Total Expenditure 789.85 2986.17

Profit / (Loss) before Tax 10.64 16.69

Less, Provision for Income tax 4.10 5.16

Profit / (Loss) After Tax 4.52 11.53

PERFORMANCE REVIEW: During the year under review, the Company has earned a net profit after tax of Rs. 4.52 lacs as compared to the net profit after tax of Rs. 11.53 lacs in the previous year. Your directors are continuously looking for avenues for future growth of the Company in its business operations.

OPERATIONS: Your Company continues to take effective steps in broad-basing its range of activities.

FUTURE OUTLOOK: In the current year, your directors are putting up efforts to increase the earning speed and it is hope that the company will do better in current year as compared to last year.

With our industry leading organic growth programme and the successful integration of recent strategic investment in our company, our company is very well placed to capitalize on the positive outlook for commodities demand and to continue to deliver growth and long term value for our shareholders.

AMOUNT TRANSFERRED TO RESERVES: During the year under review, the company has not transferred any amount to the reserves of the Company.

DEPOSITS: No public deposits have been accepted by the Company.

DIVIDEND: Keeping in view the future requirements of funds by the company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit during the year under review.

LISTING WITH STOCK EXCHANGES: The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange (DSE). The annual listing fee to Bombay Stock Exchange have been paid by the Company for the financial year 2015-16 and custodial fees to NSDL & CDSL is subject to bill generation of NSDL & CDSL.

BOARD OF DIRECTORS AND KMP: During the year, the Board of Directors appointed Mr. Vijay Kumar Gupta and Ms. Divya Mehrotra as an Additional Director with effect from 6th November, 2014 and 25th February, 2015 respectively to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mr. Vijay Kumar Gupta and Ms. Divya Mehrotra offered themselves to be appointed as the Independent Director and Independent Woman Director respectively of your Company.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. None of the directors, except Mr. Krishna Kumar Agarwal will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The Policy on Director's appointment and remuneration including criteria for determining qualification, positive attributes, Independence of directors and also remuneration for Key Managerial Personnel and other employees forms part of this Annual Report.

AUDITORS: M/s. Kamal & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 29th September, 2014 to hold office till the conclusion of the forthcoming AGM. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules there under, it is proposed to appoint M/s Kamal & Co., Chartered Accountants (FRN 001033N) as the Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT: The report given by the Auditors on the Auditor on the financial statements of the Company is a part of Annual Report. There has been no qualification, reservation and adverse remark given by the Auditor in their report.

M/s Mahesh Singh & Co., Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors have re-appointed M/s Mahesh Singh & Co., as Cost Accountants for the financial year 2015-16 at the Board Meeting held on 26th May, 2015.

SECRETARIAL AUDIT: During the year, Secretarial Audit was carried out by M/s Shashank Sharma & Associates, Company Secretaries, the Secretarial Auditor of the Company for the financial year 2014-15. There were no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company. The detailed reports on the Secretarial Audit is appended as an Annexure to this Report.

INTERNAL AUDIT: During the year, Internal Audit was carried out by M/s Gaurav A. Jain & Associates, Chartered Accountants, the Internal Auditor of the Company for the financial year 2014-15.

PERFORMANCE EVALUATION: The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc.

Pursuant to provisions of Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of working of Audit, Nomination and Remuneration Committee which covers various aspects of Board's functioning.

The performance evaluation of Independent directors was carried out by the entire Board.

RELATED PARTY TRANSACTIONS: In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.supriorindustrial.in/investorrelations/investorshandbook. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis.

Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is t applicable.

CORPORATE GOVERNANCE: Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

The Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. Your Company is committed to embrace the new law in letter and spirit. In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law.

Your Company continues to be complied to uphold the standards of Corporate Governance and adherence to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on the Corporate Governance along with the Certificate confirming compliance of conditions of Corporate Governance as stipulated in clause 49 is set out in this Annual Report and forms part of the Annual Report.

ANNUAL RETURN EXTRACT: The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

REPORT ON CORPORATE GOVERNANCES separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s).

NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW: The Company had 6 Board Meetings during the financial year under review. The details of Board Meetings and attendance of directors are provided in the Corporate Governance Report.

RECONSTITUTION OF COMMITTEES: With the change in composition of Board, various Committees of your Board have been re-constituted. The reconstituted committees are hereunder.

Audit Committee Nomination Committee

Mr. Vijay Kumar Gupta- Chairman Mr. Vijay Kumar Gupta- Chairman

Ms. Divya Mehrotra- Member Ms. Divya Mehrotra- Member

Mr. Krishna Kumar Agrawal- Member Mr. Krishna Kumar Agrawal- Member

Stakeholder Relationship Committee Risk Management Committee

Mr. Vijay Kumar Gupta- Chairman Mr. Vijay Kumar Gupta- Chairman

Ms. Divya Mehrotra- Member Ms. Divya Mehrotra- Member

Mr. Krishna Kumar Agrawal- Member Mr. Krishna Kumar Agrawal- Member

Ms. Neha Sarpal- Company Secretary

HUMAN RESOURCES: Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure to this Report.

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in it. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists 'people' as one of its stated core values by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment.

Your Company takes the pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

STATEMENT OF PARTICULARS OF EMPLOYEES: None of the employee drew remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- per month during the financial year 2014-15.This information is furnished with respect to sub rule 5 of Rule 2 of Companies (Appointment And Remuneration)Rules, 2014 forming part of the Directors' Report.

INTERNAL CONTROLS: The Company has an adequate system of Internal Controls commensurate with the size, scales and operations. Conscious efforts are in place on a continuous basis to ensure that all the Assets are protected against loss from unauthorized use and disposal.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

* 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 at the end of the financial year and of the profits of the Company for that period;

* they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* they have prepared the annual accounts on a going concern basis;

* they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

* they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE :As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints with allegations of sexual harassment was filed with the Company and the same were investigated.

CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO ,

Particulars with respect to conservation of energy and technology absorption as are required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in "Annexure I" to the directors' report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management's Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Director's Report.

MATERIAL CHANGES: There are no material changes and commitments, affecting the financial position of the Company between the end of the Financial year of your Company and the date of Directors' Report.

APPRECIATION AND ACKNOWLEDGEMENT: Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain consistent service provider.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company.

It will be the Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors

Vijay Kumar Gupta Kamal Agarwal

Director Managing Director

DIN: 00022885 DIN: 02644047

162-B, Pocket-C, D-402, Saraswati Apptts,

Siddhartha Extn., I P Ext, Patpar Ganj,

New Delhi-110014 New Delhi- 110092

New Delhi, 10th day of August, 2015

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Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting this Annual Report on the business and operation of the company together with Audited Statement of Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

Financial results of the Company for the year under review are summarized as below:

(In Lacs)

Particulars Year ended 31.03.2014 Year ended 31.03.2013

Total Income 3002.86 917.76

Less: Total Expenditure 2986.17 886.92

Profit / (Loss) before Tax 16.69 30.84

Less: Provision for Income tax 5.16 9.80

Profit / (Loss) After Tax 11.53 21.04

PERFORMANCE REVIEW

During the year under review, the Company has earned a net profit after tax of Rs. 11.53 lacs as compared to the net profit after tax of Rs. 21.04 lacs in the previous year. Your directors are continuously looking for avenues for future growth of the Company in its business operations.

OPERATIONS

Your Company continues to take effective steps in broad-basing its range of activities.

FUTURE OUTLOOK

In the current year, your directors are putting up efforts to increase the earning speed and it is hope that the company will do better in current year as compared to last year.

With our industry leading organic growth programme and the successful integration of recent strategic investment in our com- pany, our company is very well placed to capitalize on the positive outlook for commodities demand and to continue to deliver growth and long term value for our shareholders.

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has not transferred any amount to the reserves of the Company.

DIVIDEND

Keeping in view the future requirements of funds by the company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit during the year under review.

DIRECTORS

Mr. Krishna Kumar Agarwal, who was appointed as Additional Director on November 22, 2013 is being appointed as Director of the Company & he has vast experience of Management and operations.

The Company had, pursuant to the Listing agreement entered into with the Stock Exchanges, appointed Mr. Mahesh Prasad Mehrotra, Mr. Jagdish Persad Suri as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed company is required to have atleast one-third of the total number of directors as Independent Directors. In accordance with the provisions, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Mukesh Aggarwal has been resigned from the post of Managing Director w.e.f. August 4, 2014 and the Company should fill up the vacancy by appointing the some other person thereto pursuant to the provisions of the Section 196, 203 of the Companies Act, 2013 whereby listed company is required to appoint a Managing Director on the Board of the Company.

Keeping in view the above legal requirements and in deference to Company''s shareholders'' wishes, the Board of Directors have proposed that Mr. Kamal Agarwal be appointed as Managing Director of the Company for a period of 5(five) years.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Ms. Monika Sharma, Company Secretary of the company, acts as the Compliance officer of the Company.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange (DSE). The annual listing fee to these Exchanges and custodial fees to NSDL & CDSL have been paid by the Company for the financial year 2014-15.

However, the Board has proposed to delist its securities from Delhi Stock Exchange (DSE).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) that 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

c) that the directors 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 de- tecting fraud and other irregularities; and

d) That the directors have prepared the annual accounts for the financial year ended March 31, 2014 on going concern basis.

CORPORATE GOVERNANCE

Your Company continues to be complied to uphold the standards of Corporate Governance and adherence to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on the Corporate Governance along with the Certificate confirming compliance of conditions of Corporate Governance as stipulated in clause 49 is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

M/s. Kamal & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules there under, it is proposed to appoint M/s Kamal & Co., Chartered Accountants (FRN 001033N) as the Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

AUDITORS'' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

COST AUDITORS AND COST AUDIT REPORT

M/s Mahesh Singh & Co., Cost Accountants has been re-appointed as Cost Auditor on May 24th, 2014 of your Company for Financial year 2014-15.

In accordance with the requirement of the Central Government and pursuant to Section 148 of the Act, your Company carries out an audit of cost accounts. The Board of Directors has obtained a Cost Audit Report from M/s Mahesh Singh & Co.

CHIEF FINANCIAL OFFICER

The directors are informed that in accordance with the provisions of Section 203 and other applicable provisions, if any, of the Companies Act, 2013, and subject to all other approvals, the Board of Directors shall appoint a Chief Financial Officer of the Company.

Therefore, pursuant to the provisions of Section 203 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, Mr. Ranjeet Jaiswal was appointed as Chief Financial Officer of the Company on May 24, 2014 but due to some unavoidable circumstances puts his resignation on August 4, 2014.

To comply with the abovementioned provisions and to fill the vacancy caused due to his resignation, Mr. RS Shukla from whom consent letter has been received on August 5, 2014 who has been appointed to act as Chief Financial Officer of the Company.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Com- panies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATEMENT OF PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- per month during the finan- cial year 2013-2014. This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and Amended Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors'' Report.

However, pursuant to Section 219(1) (b) (IV) of Companies Act, 1956 the reports and accounts are being sent to all the share- holders of the company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

HUMAN RESOURCES

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in its employees by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists ''people'' as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Particulars with respect to conservation of energy and technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "An- nexure I" to the directors'' report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Director''s Report.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors'' Report.

SECRETARIAL COMPLIANCE CERTIFICATE

According to Section 383A of the Companies Act, 1956 and the Companies (Appointment and Qualifications of Secretary) Rules, 1988, every company having a paid-up share capital of not less than rupees Five Crores shall have a whole-time secretary and where a company increase its paid up share capital to more than rupees Five Crores then the company shall, within a period of one year from the date of such increase, will appoint a whole time company secretary.

In view of above, the Company has appointed Ms. Swapnla Gupta as a Company Secretary of the Company who has been resigned w.e.f. 30th June'' 2014 and as such to fill up the casual vacancy arises due to her resignation, the Board of Directors of our company has appointed Ms. Monika Sharma as the Company Secretary of the Company w.e.f. 5th August 2014.

INTERNAL AUDITOR

Under Section 138 of the Companies Act, 2013 and the rules prescribed therein, listed Company is required to appoint an In- ternal Auditor (whether Chartered Accountant or Cost Accountant) to conduct internal audit of the functions and activities of the Company.

In accordance with these provisions, M/s Gaurav A Jain & Associates, Chartered Accountants, (FRN:022339N) eligible to act as the internal auditors of the Company is appointed for the financial year ending March 31, 2015 on the basis of recommendation of Audit committee.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of Companies Act, 2013 and the rules prescribed therein, listed Company is required to annex the Sec- retarial audit report with its Board Report for which the Company needs to appoint a Secretarial Auditor (Practicing Company Secretary) for auditing the secretarial and related records of the company.

For this purpose Board considered the matter & appointed M/s. Shashank Sharma & Associates, Company Secretaries to act as Secretarial Auditor to conduct Secretarial Audit for the Financial Year 2014-15.

ADOPTION OF VIGIL MECHANISM

Pursuant to sub-section (9) of section 177 of Companies Act, 2013, every listed company shall establish a vigil mechanism for their directors and employees for reporting genuine concerns or grievances. Board has adopted vigil mechanism in its meeting which shall be operated as a part of Audit Committee.

COMPANIES ACT. 2013

The Companies Act, 2013 has become effective from April 1,2014 and the rules relating to the Act were made effective subsequently. The Ministry of Corporate Affairs, vide circular no. 1 /19/2013 -CL-V dated April 4, 2014, notified that matters pertaining to maintenance of books of accounts and preparations/adoption/filing of financial statements, auditor''s report, Board''s report and attachments to such statements and reports in respect of financial years that commenced earlier than April 1, 2014 shall be governed by the relevant provisions/schedules/rules of the Companies Act, 1956. Thus, the Board''s report and the financial statements of the Company were prepared as per the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the company''s bankers, financer''s, government and non-government agencies. The relationship with the employees remained cordial and your director''s wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also thank the shareholders for their continued support and faith reposed in the Company.

By Order of the Board of Directors For Superior Industrial Enterprises Limited

Place: New Delhi Jagdish Persad Suri Krishna Kumar Agarwal Date: August 5, 2014 Director Director DIN: 00489974 DIN: 06713077 R/o 13/660, R/o C91, Paschim Vihar, Vaishali Kaloni, New Delhi-110087 Na 0 Ni 0 Meerut, Tehsil, Meerut-250001, U.P.

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Mar 31, 2012

Dear Members,

Superior Industrial Enterprises Limited

The Directors have immense pleasure in presenting this Annual Report on the business and operation of the company together with Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

Financial results of the Company for the year under review are summarized as below:

(In Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Total Income 843.90 619.59

Less: Total Expenditure 813.70 605.44

Profit / (Loss) before Tax 30.20 14.15

Less: Provision for Income tax 9.60 4.10

Profit / (Loss) After Tax 20.60 10.05

Add: Previous year expenses 0.00 0.00

Provision for FBT 0.00 0.00

Loss brought forward from Previous year (105.35) (115.40)

Reserve carried to Balance Sheet (84.47) (105.35)

PERFORMANCE REVIEW

During the year under review, the Company has earned a net profit after tax of Rs. 20.60 lacs as compared to the net profit after tax of Rs.10.05 lacs in the previous year. Your directors are continuously looking for avenues for future growth of the Company in its business operations.

OPERATIONS

Your Company continues to take effective steps in broad-basing its range of activities. The performance of the Company during the period under review has been satisfactory as indicated by increased profit from last year.

FUTURE OUTLOOK

In the current year, your directors are putting up efforts to increase the earning speed and it is hope that the company will do better in current year as compared to last year.

Further, the Company will continue with its expansions plans by raising capital through corporate restructuring, acquisition, investment and other mode of expansion as and when approved by the management of the Company subject to the provisions of the Companies Act, 1956 and other regulatory approvals as applicable.

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has not transferred any amount to the reserves of the Company.

DIVIDEND

Company has recommend Dividend of 0.30 % of Paid-up Capital amounting to Rs. 1,305,000 paid out of the profits of the Company for the year ending on March 31, 2012 to those share holders whose names appear in the Register of Members of the Company as on the date of the Annual General Meeting. The final dividend, if approved, will be paid to members within the period stipulated by the Companies Act, 1956 and in compliance with all the provisions of the Listing Agreement.

DIRECTORS

Mr. Ashok Saxena and Mr. Rashmi Kant Mittal, retire by rotation in accordance with provisions of Section 256 of the Companies Act, 1956 and, being eligible, offer themselves for re-appointment & both of them has vast experience of Management and operations. With their rich business experience and extensive contacts in business circles, Mr. Ashok Saxena and Mr. Rashmi Kant Mittal have contributed immensely to the growth of the company and they have served our board with their valuable knowledge.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Mr. Rashmi Kant Mittal, Director of the company, acts as the Compliance officer of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) that 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

c) that the directors 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; and

d) That the directors have prepared the annual accounts for the financial year ended March 31, 2012 on going concern basis.

CORPORATE GOVERNANCE

Your Company continues to be complied to uphold the standards of Corporate Governance and adherence to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on the Corporate Governance along with the Certificate of M/s APAC & Associates, Company Secretaries in Practice, confirming compliance of conditions of Corporate Governance as stipulated in clause 49 is set out in this Annual Report and forms part of the Annual Report.

AUDITORS

M/s. Kamal & Co., Chartered Accountants, who are Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting and confirmed their eligibility and willingness to accept the office of the Statutory Auditor, if re- appointed. The Board recommends their re-appointment to audit the accounts of the Company for the financial year 2012-13.

AUDITORS' REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ADDITIONAL INFORMATION - BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Information pursuant to the Department of Company Affairs notification dated May 15, 1995 relating to the Balance Sheet Abstract and Company's general business profile is provided in the Annual Report for your information.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000 /- per month during the financial year 2011-2012. This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and Amended Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors' Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Particulars with respect to conservation of energy and technology absorption as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in "Annexure I" to the directors' report.

FOREIGN EXCHANGE EARNINGS / OUTGO

The foreign exchange earnings and outgo in the Company are as follows:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo : NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Director's Report.

MATERIAL CHANGES

Mr. Robin Garg, Director of the Company resigned from the Board of Directors of the Company with effect from 04.08.2011 and Mr. Anil Verma, Director of the Company resigned from the Board of Directors of the Company with effect from 01.02.2012. The Board of Directors placed on record their appreciation for the valuable services and guidance provided by them during their tenure as Directors of the Company.

Mr. Mahesh Prasad Mehrotra was appointed as Director of the Company with effect from 25.08.2011 and Mr. Rajesh Singh was appointed as Director of the Company with effect from 01.02.2012.

Apart from the above, there are no material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors' Report.

SECRETARIAL COMPLIANCE CERTIFICATE

According to the proviso to Sub-Section (1) of section 383A of the Companies Act, 1956, every company not required to employ a whole time secretary and having a paid up Capital of Rs. 10,00,000 or more up to Rs.500,00,000 must attach to the board's report a Compliance Certificate from a Secretary in whole time practice as to whether the provision of the Act have been complied or not.

The Board of Directors has obtained a Secretarial Compliance Certificate from a practicing Company Secretary, which is attached herewith.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the company's bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your director's wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also wish to thanks the shareholders for their continued support and faith reposed in the Company.

By Order of the Board of Directors

For Superior Industrial Enterprises Limited

Place: New Delhi Ashok Saxena

Date: 25 May, 2012 Director

---

Mar 31, 2011

Dear Shareowners

The Directors have great pleasure in presenting the Annual Report together with Audited Statement of Accounts of the Company for the year ended March 31. 2011,

FINANCIAL RESULTS

Financial resets of the Company for the year under review are summarized as below: (in Lacs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Total Income 647.71 256.49

Less: Total Expenditure 633.56 253.47

Profit/ (Loss) before Tax 14.15 3.02

Less: Provision for Income tax 4.1 0.94

Profit / (Loss) After Tax 10.05 2.08

Add: Previous year expenses 0.00 0.0

Provision for FBT 0.00 0.0

Loss brought forward from Previous year (115.40) (117.47)

Reserve carried to Balance (105.35) (115.40) Sheet

PERFORMANCE REVIEW

During the year under review, the Company has earned a net profit after tax of Rs 10.05 laes as compared to the net profit after tax of Rs. 2.08 lacs in the previous year. Your directors expect that the initiatives undertaken will result in improvement in financial results the coming years. The details of financial performance of the company are appearing in the Balance Sheet and Profit & Loss account for the year.

OPERATIONS

Your Company continues to take effective steps broad-basing its range of activities The performance of the Company during the period under review has been satisfactory,

FUTURE OUTLOOK

In the current year, your directors are putting up efforts and it is hoped that the company will do better in the current year.

The outlook for the current year is also very bright and your directors are hopeful of doing a good business during the current year. Your company is in the process of setting up / expanding production facilities at the new locations / existing processing plants to cater to the growing demand and sustain leadership position. As a part of the strategy to enlarge our presence in the growing Manufacture of papers segment, your company has begun to increase capacities of production facilities

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has not transferred any amount to the reserves of the company.

DIVIDEND

Company has great opportunities in investing funds and your directors considering the opportunity regret their inability to recommend any dividend in terms of future prospectus the year under review.

DIRECTORS

Mr. Mukesh Aggarwal, retire by rotation in accordance with provisions of Section 256 of the Companies Act, 1956 and, being eligible, offer themselves for re appointment & Mr. Anil Varma who appointed as additional Director on 25/3/2011 is proposed to be appointed as Director of the Company. They have vast experience of Management and operations. With their rich business experience and extensive contacts in business circles, Mr. Mukesh Aggarwal & Mr. Anil Varma had contributed immensely to the growth of the company. They have served our board with his valuable knowledge.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange. Mr. Rashmi Kant Mittal, director of the company, acts as the Compliance officer of the Company,

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956. with respect to the Directors' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) that the directors had 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;

d) that the directors had prepared the annual accounts for the financial year ended March 31.2011 on going concern basis.

CORPORATE GOVERNANCE

The Company has generally complied with the mandatory provisions of the Corporate Governance as prescribed in the Clause 49 of the Listing Agreement with the stock Exchanges. A detailed report on the Corporate Governance is given in a separate section in this Annual Report.

AUDIT COMMITTEE

Presently, the Audit Committee of the Board of Directors comprises of 3 directors namely Mr. Rashmi Kant Mittal, Mr Anil Varma and Mr. Mahesh Prasad Metiroira. The committee oversees the company's financial in information, review the quarterly/ half yearly / annual Financial statements before they are submitted to the Board of Directors and performs such other function as are required to do it by the terms of its reference.

AUDITORS

M/s. Kamal & Co.. Chartered Accountant, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS' REPORT

The observations in the Auditors' Report are dealt with in the notes forming part of accounts at appropriate places and the same being self explanatory, no further comment is considered necessary.

ADDITIONAL INFORMATION-BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Information pursuant to the Department of Company Affairs notification dated May 15, 1995 relating to the Balance Sheet Abstract and Company's general business profile is provided in the Annual Report for your information.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act. 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs.60.00,000/- or more per annum or Rs,5,00.000 /- per month during the financial year 2010-2011 This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and Amended Companies (Particulars of the Employees) Rules, 1975 forming part of the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy and technology absorption as per Section 217(l) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 1 to the directors' report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report is attached herewith,

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors' Report.

SECRETARIAL COMPLIANCE CERTIFICATE

According to the proviso to Sub-Section (1) of section 383A of the Companies Act. 1956, every company not required to employ a whole time secretary and having a paid up Capital of Rs. 10,00,000 or more up to Rs.500,00,000 must attach to the board's report a Compliance Certificate from a Secretary in whole time practice as to whether the provision of the Act have been complied or not.

The Board of Directors has obtained a Secretarial Compliance Certificate from a practicing Company Secretary, which is attached herewith,

acknowledgement

The Board acknowledges With gratitude the co-operation and assistance provided by the company's bankers, financiers. government and non-government agencies. The relationship with the employees remained cordial and your director's wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also thank the shareholders for their continued support.

Place: Delhi

Date: September 01,2011

On behalf of the Board

For Superior Industrial Enterprises Limited

Ashok Saxena Rashmi Kant Mittal

Director Director

---

Mar 31, 2010

The Directors have great pleasure in presenting the Annual Report together with Audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

Financial results of the Company for the year under review are summarized as below:

(in Lakhs)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Total Income 239.18 4.30

Less: Total Expenditure 236.16 10.78

Profit / (Loss) before Tax 3,02 (6.47)

Less: Provision for Income tax 0.94 0.00

Profit / (Loss) After Tax 2.08 (6.47)

Add: Previous year expenses 0.00 (0.38)

Provision for FBT 0.00 0.00

Loss brought forward (117.47) (110.59)

from Previous year

Reserve carried to Balance (115.39) (117.47) Sheet

PERFORMANCE REVIEW

During the year under review, the Company has earned a net profit after tax of Rs. 2.08 lacs as compared to the net loss after tax of Rs. 6.47 lacs in the previous year. Your directors expect that the initiatives undertaken will result in improvement in financial results in the coming years. The details of financial performance of the company are appearing in the Balance Sheet and Profit & Loss account for the year.

OPERATIONS

Your Company continues to take effective steps in broad-basing its range of activities. The performance of the Company during the period under review has been satisfactory.

FUTURE OUTLOOK

In the current year, your directors are putting up efforts and it is hoped that the company will do better in the current year.

The outlook for the current year is also very bright and your directors are hopeful of doing a good business during the current year. Your company is in the process of setting up / expanding production facilities at the new locations / existing processing plants to cater to the growing demand and sustain leadership position. As a part of the strategy to enlarge our presence in the growing domestic edible oil segment, your company has begun to increase capacities of production facilities

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company has not transferred any amount to the reserves of the company.

DIVIDEND

Your directors regret their inability to recommend any dividend in view of losses during the year under review.

DIRECTORS

Mr. Sanjeev Agrawal retires by rotation in accordance with the provisions of Articles of Association of the Company and, being eligible, offer themselves for re appointment. He has vast experience of Management and operations. With his rich business experience and extensive contacts in business circles, Mr. Sanjeev Agrawal has contributed immensely to the growth of the company. He has served our board with his valuable knowledge.

The Board of Directors appointed Mr. Ashok Saxena as Additional Director with effect from 22nd October, 2009 in terms of Articles of Association, he hold office upto the forthcoming Annual General Meeting. The Company has received notice from members proposing him as candidate for the office of director in accordance with the provisions of Section 257 of the Companies Act, 1956.

COMPLIANCE OFFICER

As per the requirement of the Listing Agreement with the Stock Exchange, Mr. Rashmi Kant N Mittal, director of the company, acts as the Compliance officer of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) that the directors had 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;

d) that the directors had prepared the annual accounts for the financial year ended March 31, 2010 on going concern basis.

CORPORATE GOVERNANCE

The Company has generally complied with the mandatory provisions of the Corporate Governance as prescribed in the Clause 49 of the Listing Agreement with the stock Exchanges. A detailed report on the Corporate Governance is given in a separate section in this Annual Report.

AUDIT COMMITTEE

Presently, the Audit Committee of the Board of Directors comprises of 3 directors namely Mr. Sanjeev Agrawal, Mr. Ashok Saxena and Mr. Rashmi Kant N Mittal. The committee oversees the companys financial information, review the quarterly/ half yearly/annual financial statements before they are submitted to the Board of Directors and performs such other function as are required to do it by the terms of its reference.

AUDITORS

M/s. Kamal & Co., Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS REPORT

The observations in the Auditors Report are dealt with in the notes forming part of accounts at appropriate places and the same being self explanatory no further comment is considered necessary.

ADDITIONAL INFORMATION-BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE

Information pursuant to the Department of Company Affairs notification dated May 15, 1995 relating to the Balance Sheet Abstract and Companys geneifal business profile is provided in the Annual Report for your information.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES

None of the employee drew remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000 /- per month during the financial year 2009-2010. This information is furnished with respect to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of the Employees) Rules, 1975 forming part the Directors Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

Particulars with respect to conservation of energy and technology absorption as per Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure I to the directors report.

FOREIGN EXCHANGE EARNINGS / OUTGO

The foreign exchange earnings and outgo in the Company are as follows:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report is attached herewith.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors Report.

SECRETARIAL COMPLIANCE CERTIFICATE

According to the proviso to Sub-Section (1) of section 383A of the Companies Act, 1956, every company not required to employ a whole time secretary and having a paid up Capital of Rs. 10,00,000 or more must attach to the boards report a Compliance Certificate from a Secretary in whole time practice as to whether the provision of the Act have been complied or not.

The Board of Directors has obtained a Secretarial Compliance Certificate from a practicing Company Secretary, which is attached as an annexure.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the companys bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your directors wish to place on record their appreciation of the contribution made by the employees at all levels. The directors also thank the shareholders for their continued support.

Place: Delhi

Date: September 01,2010

For and on behalf of the Board of Directors

For Superior Industrial Enterprises Limited

Mukesh Agarwal Sanjeev Agrawal

Director Director