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Super Tannery Ltd.

BSE: 523842 Sector: Others
NSE: N.A. ISIN Code: INE460D01038
BSE LIVE 15:40 | 18 Aug 4.25 -0.03
(-0.70%)
OPEN

4.05

HIGH

4.57

LOW

4.03

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.05
PREVIOUS CLOSE 4.28
VOLUME 10405
52-Week high 6.30
52-Week low 3.75
P/E 14.17
Mkt Cap.(Rs cr) 46
Buy Price 4.25
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.05
CLOSE 4.28
VOLUME 10405
52-Week high 6.30
52-Week low 3.75
P/E 14.17
Mkt Cap.(Rs cr) 46
Buy Price 4.25
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Super Tannery Ltd. (SUPERTANNERY) - Director Report

Company director report

Dear Shareholder

The Directors of your Company have pleasure in presenting the 32nd Annual Reporton the business and operations of the Company together with Audited Financial Statementsfor the year ended 31st March 2016 :

(Rs. in lacs)

Year ended 31.03.2016 Year ended 31.03.2015
FINANCIAL RESULTS
PROFITS:
Profit before Interest Depreciation & extra-ordinary items 2057.00 2712.56
Less: Interest 845.58 1016.33
Depreciation 726.41 708.19
Exchange Fluctuation Loss/(gains) (226.51) 84.97
Bad Debts written off 0.44 0.29
1345.92 1809.78
Profit before tax 711.07 902.78
Less: Provision for current tax 270.00 320.00
Provision for deferred tax (24.33) (90.77)
245.67 229.23
Profit after tax 465.40 673.55
Add: Profit brought forward from previous year 603.72 614.28
Income Tax relating to earlier Years 108.38 126.14
495.34 393.33
Adjustment related to fixed Assets 94.82
Profit available for appropriation 960.74 1066.88
APPROPRIATIONS:
(a) Transfer to General Reserve 300.00 400.00
(b) Proposed Dividend 00.00 53.99
(c) Provision for tax on Proposed Dividend 00.00 9.17
(d) Balance carried over to next year 660.74 603.72
960.74 1066.88

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

DIVIDEND:

The Board of Directors of your Company have not recommend dividend for the year ended31st March 2016.

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.24740.05 lacs as against Rs. 31565.38 lacs during the last financial year shows declinethe operational income by Rs6825.33 lacs which work out to 21.62%. Besides decline theoperational income the company's Gross Profit has also decline (profit before interestdepreciation and extra ordinary items) by Rs. 2057 Lacs as compared to Rs. 2318.14 lacsduring the last financial year. The company overall growth is satisfactory despiterecession in the market.

SUBSIDIARY COMPANIES:

The Company has five subsidiaries namely: Super Corporation Limited Super Tannery (UK)Limited Aarifi Tanners Limited Super Tannery UAE FZE and Safety Solutions s.r.o.besides this one more subsidiary Super Italia s.r.l was incorporated in January 2016 hasno business activities during the financial year pursuant to the General exemptiongranted under old Section 212 (8) of the Companies Act 1956 by Government of IndiaMinistry of Corporate Affairs vide General Circular No.2/2011 the Profit and lossaccount for the year ended 31.03.2016 and Balance Sheet as on that date in respect of thesubsidiaries of the Company have not been attached to the Annual Report of the Company.However the requisite information for each subsidiary as stipulated vide above GeneralCircular No.2/2011 has been disclosed in the prescribed form AOC-1 . The Annual Accountsof the subsidiary companies and related detailed information will be made available to theholding and subsidiary Company investors seeking such information. The Annual Accounts ofthe subsidiary companies will be kept open for inspection by any investor at the headoffice of the Company and the subsidiary concerned.

INDUSTRIAL RELATIONS:

During the period industrial relations have been extremely cordial. Employees'cooperation and coordination 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 27thFebruary 2010 the company has applied for listing of its shares at National StockExchange. The application is stll pending with National Stock Exchange. Besides above theBoard of Directors of its Meeting held on 16.06.2015 has proposed the Demerger of Unit-3(Goat Tannery) with Amin Tannery Limited the Company has filed the application withAllahabad High Court the Court has directed to convene the General body meeting on ofequity share holders secured creditors and un-secured creditors the process if underway.

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 31st March 2016 no complaint pertaining to sexual harassmentwas received 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 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 Whistle blower 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:http;//supertannery.com

DIRECTORS & KMP:

In terms of Article 125 of the Articles of Association of the Company Mr. YogendraSingh Katiyar retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment. Besides this the Board of Directors haverecommended re-appointment of MD JMD'sand Whole Time Directors for the further period of3 years with effect from 30.09.2016 and subject to the approval of members at the ensuingAGM. Brief resume of all the Directors their expertise in specific functional areas andnames of other companies in which Directorship held and the membership of committee of theBoard as stipulated under clause 49 of the listing Agreement are given in corporategovernance annexure attached to this report.

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 Act 2013 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 clause 49 of the listing Agreement the Companyhas put in place a Familiarization Programme for the Independent Directors to familiarizethem with the Company their roles rights responsibilities in the Company nature of theCompany in which Company operates business model etc.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 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 hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2016 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 2016 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 SafetySolutions s.r.o and Super Tannery UAE FZE since Super Italia s.r.l. has no businessactivities hence no accounts have been consolidated.

AUDITORS: The Members of the Company vide passing a resolution at the 31st AnnualGeneral Meeting of the Company had appointed M/s. Kapoor Tandon & CompanyChartered Accountants Kanpur (Registration No 000952C) as Auditor of the Company for aperiod of 2 years effective from 2015-16subject to ratification of their appointment atevery Annual General Meeting. The Board of Directors recommends their re-appointment.

COST AUDITOR:

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

Thereafter the requirement of Cost Audit report does not applicable to the Company asper MCA circular. Hence no 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 K.N. Shridhar & Associates Company secretary Kanpur to undertake thesecretarial 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 2015-16 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 : 13.08.2016 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 processmachines.

(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 conservationmeasures have helped in generation of required quantity of steam at a minimum cost whichresulted 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: NotApplicable

(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:

2015-16 2014-15
(Rs. in lacs) (Rs. in lacs)
(a) Capital 70.85 2.25
(b) Recurring 42.18 32.42
(c) Total 113.03 34.67
(d) Total R & D Expenditure as % of turnover 0.45% 0.11%

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 the beginning 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 tobe strong in the time to come.

(2) Total foreign exchange earned & used:

2015-16 2014-15
(Rs. in lacs) (Rs. in lacs)
(a) Foreign exchange earned (FOB value of exports) 16764.52 20698.92
(b) Foreign exchange used 1919.98 2226.05

(d) STATEMENT OF PARTICULARS OF MANAGING AND JOINT MANAGING DIRECTORS FORMING PART OFTHE DIRECTORS' REPORT

Name Designation Gross Remuneration Qualification Experience (Years) Date of Commencement of employment Age (Years) Particulars of previous employment
Mr. Iftikharul Amin Managing Director Rs. 2621600 Post Graduate 32 06.02.1984 58 Promoter
Mr. Iqbal Ashan Jt. Managing Director Rs. 2621600 Graduate 28 21.12.1988 55 Promoter
Mr. Veqarul Amin Jt. Managing Director Rs. 2657600 Leather Technologist 26 01.01.1990 53 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 andrecorded under the Income Tax Act 1961.

On behalf of the Board of Directors
Place : KANPUR IFTIKHARUL AMIN MOHD. IMRAN
Date : 13.08.2016 Managing Director Whole Time Director