The Shareholders. Superhouse Limited Kanpur.
The Directors have pleasure in presenting their 37th Annual Report along with theAudited Accounts of your Company for the year ended 31st March 2017.
| ||Standalone ||Consolidated |
|FINANCIAL RESULTS: ||Current Year ||Previous Year ||Current Year ||Previous Year |
| ||(Rs. In `000) ||(Rs. In `000) ||(Rs. In `000) ||(Rs. In `000) |
|Profit before Depreciation ||337001 ||552228 ||308430 ||600389 |
|Less: Depreciation ||143779 ||139654 ||152202 ||149913 |
|Profit before tax ||193222 ||412574 ||156228 ||450476 |
|Less: Provision for taxation ||73943 ||146182 ||83388 ||156044 |
|Profit after tax ||119279 ||266392 ||72840 ||294432 |
|Less: Share of Profit (After tax) of Associates ||- ||- ||-15588 ||-12607 |
|Less: Adjustment related to investment properties ||- ||- ||-1201 ||- |
|Income Tax relating to earlier year ||(-)10769 ||15247 ||-10769 ||15247 |
|Balance Brought forward from the previous year ||1155334 ||1024093 ||1401397 ||1229509 |
| ||1285382 ||1275238 ||1501795 ||1521301 |
|Appropriations: || || || || |
|Proposed Dividend ||- ||16537 || ||16537 |
|Tax on Proposed Dividend ||- ||3367 || ||3367 |
|Transferred to General Reserve ||20000 ||100000 ||20000 ||100000 |
|The balance carried to Balance Sheet ||1265382 ||1155334 ||1481795 ||1401397 |
| ||1285382 ||1275238 ||1501795 ||1521301 |
Dividend and Reserves:-
Your Directors are pleased to recommend a final dividend of Rs. 1.00 per equity share(previous year Rs. 1.50 per equity share) on the equity share capital of the company forthe financial year ended 31 st March 2017. The cash outflow on account of dividend onequity capital will be Rs. 132.69 lacs (previous year Rs. 199.04 lacs) including dividenddistribution tax of Rs. 22.44 lacs (previous year Rs. 33.67 lacs). During the year underreview your company transferred a sum of Rs 2.00 crores to General Reserve (Previous yearRs 10.00 crores).
The company has achieved the sales and other Income of Rs 591.86 crores against Rs.625.85 crores reported last year. The Profit before tax was Rs.19.32 crores and profitafter tax was Rs. 13.00 crores during the year under review as compared to Rs. 41.25crores and Rs. 25.11 crores respectively during previous year. Earnings per sharedecreased from Rs 22.78 per share during the previous year to Rs. 11.80 per share duringthe year under review.
The company received Best Export Award in Non-Leather Harness/Saddles/Bridles during2015-16.
Material changes affecting the company:
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report. There has beenno change in the nature of business of the Company.
Subsidiary Companies Joint Venture and Associate Companies:-
The company is having six subsidiary companies namely M/s Superhouse (UK) Limited M/sSuperhouse (USA) International Inc M/s Superhouse Middle East FZC M/s Briggs IndustrialFootwear Limited UK M/s Linea De Seguridad S.L. Spain and M/s Superhouse Gmbh Germanyand five Associates namely M/s Unnao Tanneries Pollution Control Company M/s StevenConstruction Limited M/s Amin International Limited M/s Knowldgehouse Limited and M/sCreemos International Limited. There is no joint venture of the company. During the yearno company becomes or ceased to be company's subsidiaries joint venture or AssociatesCompany.
The Company will make available the annual accounts of subsidiaries and the relatedinformation to any member of the Company who may be interested in obtaining the same. Theannual accounts of subsidiaries will also be kept for inspection by any member of theCompany at the registered office of the Company and that of the respective subsidiaries.The Financial Statements including Consolidated Financial Statement and separateFinancial Statement in respect of each of its subsidiaries have also been placed on thewebsite of the company. A statement containing salient features of the Financial Statementof subsidiaries/associates companies is farming part of the Annual Financial Statement.
The policy for determining material subsidiaries as approved may be accessed on theCompany'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 AccountingStandard (AS) 21 on Consolidated Financial Statements read with AS 23 on Accounting forInvestments in Associates the audited consolidated financial statements are provided inthe Annual Report.
Directors' Responsibility Statement:-
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 stipulatedunder Regulation 34 read with Schedule V to the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.
During the year under review the company has taken necessary steps to comply with therequirements of the Corporate Governance Code and a Report on the Corporate Governanceforms part of this Report.
Internal Financial Controls:-
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
Corporate Social Responsibility:-
The Corporate Social Responsibility Committee comprises Mr. Mukhtarul Amin ChairmanMr. Anil Kumar Agarwal Mr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as othermembers. The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe 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 atthe link: http://superhouse.in/pdf/CSR-Policy.pdf .
To attain its Corporate Social Responsibility (CSR) objectives in a professional andintegrated manner the company has identified the promotion of Education Health care andEnvironment Sustainability as its focus areas.
In Education the endeavors of the company are to spark the desire of learning andknowledge at every stage through quality primary education formal schools facility forpreparation of higher education and development of sports skills. The proper arrangementshave been made for free education of the financially weaker section of the society. Thecompany is also assisting in skill development by providing on the job and vocationaltraining.
In Healthcare the endeavors of the company are to eradicate hunger poverty andmalnutrition and promoting Healthcare including preventive health care.
In Environmental Sustainability the endeavors of the company are: -
1. To ensure environmental sustainability by adopting best ecological practices andencouraging conservation/judicious use of water and other natural resources.
2. To use environment friendly and safe process in production.
3. To create a positive fast print within the society by creating inclusive andenabling 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 100.03 Lacs (around2% of the average netprofiles of last three financial years) on CSR activities. The Annual Report on CSRactivities is annexed herewith marked as Annexure-I.
Directors and Key Managerial Personnel:-
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Mohammad Shadab and Mr. Yusuf Amin Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible they offered themselvesfor re-appointment. No other key managerial personnel was appointed or resignedduring the year.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Listing Regulations.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. The Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Board Committees. A structuredquestionnaire was prepared after circulating the draft forms covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance. The performance evaluation of the Chairman and Managing Director and theNon-Independent Directors was carried out by the Independent Directors. The Directorsexpress their satisfaction with the evaluation process.
The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities with the Company the nature of the industry inwhich the Company operates the business model of the Company and related matters are alsoput up on the website of the Company at the link:http://superhouse.in/pdf/Familiarisation-Programme.pdf
The following policies of the Company are attached herewith marked as Annexure II andAnnexure 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 financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at the linkhttp://superhouse.in/pdf/Policy-on-Materiality.pdf.
Your Directors draw attention of the members to Note 37 to the financial statementwhich sets out related party disclosures.
Meetings of the Board:-
Four meetings of the Board of Directors were held during the year. The details of themeeting are given in the Corporate Governance Report.
The details about the development and implementation of risk management policy of thecompany including elements of risk are given in the Corporate Governance Report.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman of the Audit Committee. The vigil mechanism and whistle blowerpolicy may be accessed on the Company's website at thelink:http://superhouse.in/pdf/Vigil-Mechanis-and-Whistle-Blower-Policy.pdf
Particulars of Loans given Investments made Guarantees given and Securitiesprovided:-
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized 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 thisReport.
Particulars of Employees and Related Disclosures:-
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees as required in the saidrules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.
Conservation of Energy:-
Your Company is engaged in the manufacture of Finished Leathers Leather Goods andTextile Garments and consumption of energy in these industries is not significant ascompared to that of in other industries. However the Company is making continuous effortsto conserve energy wherever possible by economizing on the use of power and fuel infactories and offices. The company is using electricity and generators as sources ofenergy. The company has not made specific additional investment for the reduction ofconsumption of energy.
The company is carrying on the research and development understanding the customerneeds and preferences for design quality and comfort on a regular way. Improvement ofoverall product performance by implementing the planned strategies bringing in newdevelopments and product improvements based on consumer research have helped your Companyto achieve excellent working results and improve the competitive strength of the company.The use of modern technology and newest materials not only guarantee world class qualityproducts at reasonable price but also caters to the fashion needs of the customers whilemeeting the ever changing market requirements.
The company has incurred revenue expenditure of Rs. 60.74 lacs which are 0.10% of totalturnover for the Research and Development Activities during the year as compared to Rs.48.76 lacs which were 0.08% of total turnover incurred during the previous year.
The company is not using imported technology. However Imported Plants and Machineriesare also being used by the company.
Foreign Exchange Earnings &Outgo:-
Your company continues to enjoy the status of a Government of India Recognized TradingHouse. Continuous efforts are being made to identify the new markets. The company earnedForeign Exchange of Rs. 45288.16 lacs during the year in comparison to previous year ofRs. 48699.99 lacs. During the year the total Foreign Exchange outage was Rs. 8267.96 lacsas compared to Rs. 9490.51 lacs during the preceding financial year.
As per the provisions of the Act the period of office of M/s Kapoor Tandon &Company Chartered Accountants Statutory Auditors of the Company expires at theconclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s Rajeev Prem & Associates Chartered Accountants asAuditors of the Company for a term of 5 (five) consecutive years. M/s Rajeev Prem &Associates Chartered Accountants have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
The Board has appointed Mr. Gautam Kumar Banthia Practicing Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as Annexure V to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
The Audit Committee Comprises Independent Directors namely Mr. Dilip Kumar DheerChairman Mr. Anil Kumar Agarwal Mr. Syed Javed Ali Hashmi and Mr. Kamal Agarwal as othermembers. All the recommendations made by the Audit Committee were accepted by the Board.
Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 orotherwise.
3. Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
4. The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.
5. Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
7. No fraud was reported by the auditors under sub-section (12) of Section 143.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRed ressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
|Place : KANPUR ||For and on behalf of the Board |
|Date : 29th July 2017 ||MUKHTARUL AMIN |
| ||Chairman |