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Super Tannery Ltd.

BSE: 523842 Sector: Others
NSE: N.A. ISIN Code: INE460D01038
BSE 15:40 | 23 Jan 7.04 0.01
(0.14%)
OPEN

7.64

HIGH

7.64

LOW

6.78

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.64
PREVIOUS CLOSE 7.03
VOLUME 29065
52-Week high 9.89
52-Week low 3.75
P/E 23.47
Mkt Cap.(Rs cr) 76
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.99
Sell Qty 1000.00
OPEN 7.64
CLOSE 7.03
VOLUME 29065
52-Week high 9.89
52-Week low 3.75
P/E 23.47
Mkt Cap.(Rs cr) 76
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.99
Sell Qty 1000.00

Super Tannery Ltd. (SUPERTANNERY) - Director Report

Company director report

Dear Shareholder

The Directors of your Company have pleasure in presenting the 33rd Annual Reporton the business and operations of the Company together with Audited Financial Statementsfor the year ended 31 st March 2017:

FINANCIAL RESULTS Year ended 31.03.2017 Year ended 31.03.2016
Rs in lacs Rs in lacs
PROFITS:
Profit before Interest Depreciation & extra-ordinary items 2080.16 2057.00
Less: Interest 907.87 845.58
Depreciation 729.15 726.41
Exchange Fluctuation Loss/(gains) (141.19) (226.51)
Bad Debts written off 00.00 0.44
1495.83 1345.92
Profit before tax 584.33 711.07
Less: Provision for current tax 225.00 270.00
Provision for deferred tax 5.73 (24.33)
230.73 245.67
Profit after tax 353.60 465.40
Add: Profit brought forward from previous year 660.76 603.72
Income Tax relating to earlier Years (25.40) 108.38
Adjustment related to fixed Assets 686.16 495.34
Profit available for appropriation 1039.76 960.74
APPROPRIATIONS:
(a) Transfer to General Reserve 300.00
1039.76
(b) Proposed Dividend 0000 0000
(c) Provision for tax on Proposed Dividend 0000 0000
(d) Balance carried over to next year 1039.76 660.74
1039.76 960.74

NOTE : Figures of the previous year have been re-grouped/re-arranged in order to makethem comparable.

DIVIDEND:

The Board of Directors of your Company have not recommend dividend for the year ended31 st March 2017.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3)of section 92 of theCompanies Act2013('the Act')in prescribed form MGT-9 is enclosed as Annexure"A"to this report.

OPERATIONAL REVIEW:

During the year under review the income from operation of the company was Rs 23305.02lacs as against Rs 23781.32 lacs during the last financial year shows decline theoperational income by Rs476.00 lacs . Besides decline the operational income thecompany's Gross Profit has marginally improved (profit before interest depreciation andextra ordinary items) by Rs2080 Lacs as compared to Rs 2057 lacs during the last financialyear. The company overall growth is satisfactory despite recession in the market.

SUBSIDIARY COMPANIES:

The Company has six subsidiaries namely: Super Corporation Limited Super Tannery (UK)Limited Aarifi Tanners Limited Super Tannery UAE FZE Safety Solutions s.r.o and SuperItalia s.r.l Pursuant to the General exemption granted under old Section 212 (8) of theCompanies Act 1956 by Government of India Ministry of Corporate Affairs vide GeneralCircular No.2/2011 the Profit and loss account for the year ended 31.03.2017 and BalanceSheet as on that date in respect of the subsidiaries of the Company have not beenattached to the Annual Report of the Company. However the requisite information for eachsubsidiary as stipulated vide above General Circular No.2/2011 has been disclosed in theprescribed form AOC-1 . The Annual Accounts of the subsidiary companies and relateddetailed information will be made available to the investors seeking such information. TheAnnual Accounts of the subsidiary companies will be kept open for inspection by anyinvestor at the head office of the Company and the subsidiary concerned.

INDUSTRIAL RELATIONS:

During the period industrial relations have been extremely cordial. Employees'cooperation and co-ordination had been an important factor in the growth of theorganization.

FIXED DEPOSITS:

The Company has not accepted/renewed any deposit during the year under review underthe provisions of the Companies Act 2013 and the rules framed thereunder.

CLAUSE 32 OF THE LISTING AGREEMENT:

As per the amended Listing Agreement it is hereby disclosed that the Equity shares ofthe Company are listed at Bombay

Stock Exchanges. Pursuant to Board meeting held on 27 th Feb 2010 the company hasapplied for listing of its shares at National Stock Exchange. The application is stllpending with National Stock Exchange. Besides above the Board of Directors of its Meetingheld on 16.06.2015 has proposed the Demerger of Unit-3 (Goat Tannery) with Amin TanneryLimited the Company has filed the application with Allahabad High Court the AllahabadHigh Court has transferred the proceeding to N.C.L.T. Allahabad for further proceedingsand approval the proceeding in the final stage.

HUMAN RESOURCES MANAGEMENT:

Employees are vital to the Company. We have created a favorable work environment thatencourages humble relationship. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees. The Company also has started with collaboration of UP Leather IndustriesAssociation a training centre for recruiting trained labours.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013:

Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various intervention andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including Sexual harassment.

During the year ended 31 March 2017 no complaint pertaining to sexual harassment wasreceived by the Company.

PARTICULARS OF EMPLOYEES

A statement of particulars of employees as specified under the Companies Act 2013 asamended from time to time is set out in the Annexure forming part of Directors' Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE EARNING &OUTGO:

The particulars of Energy Conservation Technology Absorption etc. pursuant to Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are set out in the Annexure forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunalsduring the previous year which may impact the going concern status of the Company'sOperation in the future.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM:

To create enduring value for all stakeholders and ensure the highest level of honestyand ethical behavior in all its operations the Company has formulated a Vigil Mechanismnamed as SUPER Whistle Blower Policy' in addition to the existing code of conduct thatgoverns the action of its employees. This Whistleblower policy aspires to encourage allemployees to report suspected or actual occurrence(s) of illegal Unethical orinappropriate events (behaviors' or practices) that effect Company's interest/image. Acopy of the Policy is available on the website of the Company and may be accessed throughthe web link www:htpp;//supertannery.com

DIRECTORS & KMP:

In terms of Article 125 of the Articles of Association of the Company Mr.Mohd.Imranand Mr.Arshad Khan retire by rotation at the ensuing Annual General Meeting and beingeligible offers themselves for their re-appointment. Brief resume of all the Directorstheir expertise in specific functional areas and names of other companies in whichDirectorship held and the membership of committee of the Board as stipulated under clause49 of the listing Agreement are given in corporate governance annexure attached to thisreport.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section(6)of section 149 of the Companies Act2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNRATION:

For the purpose of selection of any Director the Nomination &RemunerationCommittee identifies persons of integrity who posses' relevant expertise experience andleadership qualities required for the position and also takes into considerationrecommendation if any received from any member of the Board. The Committee also ensuresthat the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Companies Act2013 or other applicable laws.

The Board has on the recommendation of the Nomination &Remuneration Committeeframed a policy for selection appointment and remuneration of Directors &seniorManagement.

The Remuneration policy of the Company is disclosed in the Corporate Governance Reportwhich forms a part of the report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 27 of the listing Agreement theCompany has put in place a Familiarization Programme for the Independent Directors tofamiliarize them with the Company their roles rights responsibilities in the Companynature of the Company in which Company operates business model etc.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of the Listing Agreement a report on Corporate Governance isgiven in Annexure to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) read with section 134(3)(c) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed alongwith properexplanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements yourDirectors have pleasure in attaching the Consolidated Financial Statements which form partof Annual Reports and Accounts. These consolidated financial statements include accountsof Super Tannery (U.K.) Limited Aarifi Tanners Limited Super Corporation Limited Safety Solutions s.r.o Super Italia s.r.l. and Super Tannery U.A.E. FZE

AUDITORS: M/s. Rajeev Prem & Associates Chartered Accountants Kanpur(Registration No 008905C) have been appointed in place of retiring Auditors M/S KapoorTandon & Co. Chartered Accountants Kanpur to hold office until the conclusion of the2020-21 Annual General Meeting to be held in the year 2021 subject to ratification oftheir appointment at every Annual General Meeting and have confirmed their eligibility andwillingness to accept the office of the Auditors if ratified by the members at theforthcoming A.G.M.The Board of Directors recommends their appointment.

COST AUDITOR:

As requires under the Companies (Cost Accounting Records) Rules 2011 the Company filedthe cost Audit Report along with Cost Compliance Report for the financial year 2013-14inXBRL format.

Thereafter the requirement of Cost Audit report is not applicable to the Company. Henceno report was filed.

SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S Samir Srivastava & Associates Company secretary Kanpur to undertakethe secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "annexure B"

The Audit Report and the Secretarial Audit Report for the financial year 2016-17 doesnot contain any qualification reservation or adverse remark by the Auditors.

LOANS GURANTEES & INVESTMENTS:

The particulars of Loans guarantees and investments have been disclosed in thefinancial statements.

RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company www.supertannery.com.

All contracts/arrangements entered by the Company during the previous financial yearwith the related parties were in the ordinary course of business and on arm's lengthbasis. The Audit Committee and the Board of Directors reviewed the transaction (which arerepetitive in nature)and the Audit Committee granted approval for such transactions.

The disclosures as required under AS-18 have been made in notes forming part of thestandalone financial statement. The particulars of contracts or arrangements entered in toby the company with related parties referred to in sub-section (1) of section 188of thecompanies Act 2013 has been disclosed in Form No.AOC-2 which is annexed hereto.

AUDITORS' REPORT:

The comments of the Auditors in their Audit Report and reference to "Notes onAccounts" forming part of the Financial Results are self explanatory and need nofurther comments.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude and appreciation for the continuedsupport and co-operation received from State Bank of India Central & State GovernmentAuthorities Regulatory Bodies Stock Exchanges and Shareholders.

Your Directors wish to place their deep sense of appreciation on record for the devotedservices of the officers staff and workers of the Company.

On behalf of the Board of Directors
Place: KANPUR IFTIKHARUL AMIN MOHD.IMRAN
Date: 14.08.2017 Managing Director Whole Time Director

ANNEXURE I TO THE DIRECTORS' REPORT

Statement as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies(Accounts) Rules 2014.

(a) Conservation of Energy:

(1) Energy conservation measures taken:

Upgradation of power generation and distribution systems for long term energy savings.Special emphasis has been laid on boiler and steam generation.

(2) Additional investments and proposal if any being implemented for reduction ofconsumption of energy:

Introduction of energy saving devices and systems in process machines.

(3) Impact of the measures at (1) & (2) above for the reduction of energyconsumption and consequent impact on the cost of production of goods:

Energy conservation measures have helped in generation of required quantity of steam ata minimum cost which resulted in improving efficiencies and reduction in costs.

(4) Total energy consumption and energy consumption per unit of production as per FormA of the Annexure in respect of industries specified in the Schedule thereto:

Not Applicable

(b) Technology Absorption: Research and Development (R & D):

(1) Specific area in which R & D carried out by the Company:

(a) New product development based on different raw hides/skins.

(b) Apart from production of safety footwear establishing standard products for fashionshoes/sandals.

(2) Benefits derived as a result of the above R & D:

(a) Cost reduction and better unit realization.

(b) Better product acceptance.

(3) Future plan of action:

To continue to invest in R & D for faster introduction of new products.

(4) Expenditure on R & D:

2016-17 2015-16
(Rs in lacs) (Rs in lacs)
(a) Capital 0000 70.85
(b) Recurring 39.78 42.18
(c) Total 39.78 113.03
(d) Total R & D Expenditure as % of turnover 0.17% 0.45%

Technology Absorption Adoption And Innovation:

(1) Efforts in brief made towards technology absorption adoption and innovation:

The Company is using indigenous technology and is developing in house technology and isnot dependant on any outside technology / source.

(2) Benefits derived as a result of the above efforts: Not Applicable

(3) Incase of imported technology (Imported during the last 5 years reckoned from thebeginning of the financial year):

(a) Technology imported
(b) Year of import
(c) Has technology been fully absorbed ? Not Applicable
(d) If not fully absorbed areas where not taken place reasons therefore and future plan of action

(c) FOREIGN EXCHANGE EARNINGS & OUTGO:

(1) Activities relating to exports initiative taken to increase exports developmentof new export markets or products and export plans:

On Export front Company's performance is quite satisfactory and it is expected to bestrong in the time to come.

(2) Total foreign exchange earned & used:

2016-17 2015-16
(Rs in lacs) (Rs in lacs)
(a) Foreign exchange earned (FOB value of exports) 16221.18 16764.52
(b) Foreign exchange used 1816.10 1919.98

STATEMENT OF PARTICULARS OF MANAGING AND JOINT MANAGING DIRECTORS FORMING PART OF THEDIRECTORS' REPORT:

Name Desgination Gross Remuneration Qualification Experience (Years) Date of Commencement of employment Age (Years) Particulars of previous employment
Mr. Iftikharul Amin Managing Director Rs. 2657.600 Post Graduate 33 06.02.1984 59 Promoter
Mr. Iqbal Ahsan Jt.Managing Director Rs. 2657600 Graduate 29 21.12.1988 56 Promoter
Mr. Veqarul Amin Jt.Managing Director Rs. 2657600 Leather Technologist 27 01.01.1990 54 Promoter

Notes :

1. Mr. Iftikharul Amin Mr. Iqbal Ahsan and Mr. Veqarul Amin being brothers are relatedto each other within the meaning of

schedule IA of Companies Act 2013.

2.Remuneration includes salary and perquisites as per rules of the company and recordedunder the Income Tax Act

1961.

On behalf of the Board of Directors
Place: KANPUR IFTIKHARUL AMIN MOHD.IMRAN
Date: 14.08.2017 Managing Director Whole Time Director