|BSE: 523283||Sector: Others|
|NSE: SUPERHOUSE||ISIN Code: INE712B01010|
|BSE LIVE 15:40 | 23 Oct||188.20||
|NSE 15:31 | 23 Oct||188.95||
|Mkt Cap.(Rs cr)||208|
|Mkt Cap.(Rs cr)||207.58|
Superhouse Ltd. (SUPERHOUSE) - Director Report
Company director report
The Directors have pleasure in presenting their 36th Annual Report along with theAudited Accounts of your Company for the yearended 31st March 2016.
Dividend and Reserves
Your Directors are pleased to recommend a final dividend of Rs. 1.50 per equity share(previous year Rs.1.50 per equity share) on the equity share capital of the company forthe financial yearended 31st March 2016. The cash outflow on account of dividend onequity capital will be Rs. 199.04 lacs (previous year Rs. 199.04 lacs) including dividenddistribution tax of Rs. 33.67 lacs (previous year Rs.33.67 lacs). During the year underreview your company transferred a sum of Rs 10.00 crores to General Reserve (Previous yearRs 10.00 crores).
The company has achieved the sales and other Income of Rs 625.85 crores against Rs.712.02 crores reported last year. The Profit before tax was Rs. 41.26 crores and profitafter tax was Rs. 25.11 crores during the year under review as compared to Rs. 50.93crores and Rs. 32.47 crores respectively during previous year. Earning per sharedecreased from Rs.29.45 per share during the previous year to Rs. 22.78 pershare duringthe yearunderreview.
The company won the Niryat Shree Gold Award 2015 during the year in overall ExportCategory for 2014-15. The company also received the Best Export Award in Non-LeatherHarness/Saddles/Bridles.
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/sAmin International Limited M/s Knowledge house Limited and M/sCreemos International Limited. There is no joint venture of the company. During the yearno company become 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. Astatement containing salient features of the Financial Statementof subsidiaries/associates companies is farming part of theAnnual Financial Statement.
The policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link:
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 Accountingfor I nvestments in Associates the audited consolidated financial statement is providedin theAnnual Report.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2016 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 312016 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 andAnalysis
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 DisclosureRequirements) Regulation 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 oroperation were 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 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 assist in skill development by providing on job and vocational training.
In Health-care the endeavours of the company are to eradicate hanger poverty andmalnutrition and promoting health-care including preventive health-care.
In Environment Sustainability the endeavors of the company are:-
1. To ensure environmental sustainability by adopting best ecological practices andencouraging conservation/ judicious use of water and other natural re-sources.
2. To use environment friendly and safe process in production.
3. To create a positive fast print within the society by creating inclusive andenabling infrastructure/environment for livable communities.
4. To run primary and secondary treatment plants forthe disposal of effluent waste.
During the year the Company has spent Rs 93.96 Lacs (around 2.12 % of the average netprofiles of last three financial years) on CSR activities. The Annual Report on CSRactivities is annexed herewith marked asAnnexure-l.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Zafarul Amin and Mr. Anil KumarAgarwal 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 resigned during theyear.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theActandlisting 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 programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are also putupon the website of the Company at the link:
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors Key Managerial personnel and otheremployees.
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 36 to the financial statementwhich sets out related party disclosures.
Meetings of the Board
Five meetings of the Board of Directors were held during the year. The details of themeeting are given in Corporate Governance Report.
The details about development and implementation of risk management policy of thecompany including elements of risk are given in 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 email or dedicated telephone line or a letter to the Task Forceor to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policymay be accessed on the Company's website at the link:
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 asAnnexure IV to thisReport.
Particulars of Employees and Related Disclosures:-
ln terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 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 competitive strength of the company. Theuse of modern technology and newest materials not only guarantee world class qualityproducts at reasonable price but also cater to the fashion needs of the customers whilemeeting the ever changing market requirements.
The company has incurred revenue expenditure of Rs. 48.76 lacs which are 0.08 % oftotal turnover for the Research and Development Activities during the year as compared toRs. 37.08 lacs which were 0.05% of total turnover incurred during the previous year.
The company is not using imported technology. However Imported Plants and 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.48688.35 lacs during the year in comparison to previous year of Rs.57220.59 lacs. During the year the total Foreign Exchange outage was Rs. 9490.51 lacs ascompared to Rs. 13214.72 lacs during the preceding financial year.
M/s. Kapoor Tandon & Co. present Auditors will hold office until the conclusion ofthis Annual General Meeting. We have received a certificate from the Auditors to theeffect that their re-appointment if made will be in accordance with the limits specifiedunder section 141 (3) (g) of the Companies Act 2013 and they are not disqualified forreappointment.
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 oradverse remark.
The Board has appointed Mr. Gautam Kumar Banthia Practising Company Secretary toconduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report forthe financial year ended March 312016 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. Syed Javed Ali HashmiChairman Mr. Kamal Agarwal Mr. Dilip Kumar Dheer and Mr. Anil Kumar Agarwal as othermember. 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 Vof theAct.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underanyscheme.
4. Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration orcommission from any of its subsidiaries.
5. 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.
6. No fraud was reported by the auditors under subsection (12)of Section 143.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal)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.
ANNEXURE II TO DIRECTORS' REPORT
Policyfor Selection ofDirectors and determining Directors' independence
1.1 Superhouse Limited believes that an enlightened Board consciously creates a cultureof leadership to provide a longterm vision and policy approach to improve the quality ofgovernance. Towards this we ensure constitution of a Board of Directors with anappropriate composition size diversified expertise and experience and commitment todischarge their responsibilities and duties effectively.
1.2 The company recognizes the importance of Independent Directors in achieving theeffectiveness of the Board. The company aims to have an optimum combination of ExecutiveNon-Executive and Independent Directors.
2. Scope and Exclusion:
This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent directors ofthe Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 Director means a directorappointed to the Board of a company.
3.2 Nomination and Remuneration Committee means the committee constitutedby company's Board in accordance with the provisions of Section 178 of the Companies Act2013 and Listing Regulations.
3.3 Independent Director means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Listing Regulations.
4.1 Qualifications and criteria
4.1.1. Nomination and Remuneration (NR) Committee and the Board shall review on anannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with diverse backgroundand experience that are relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members the NR Committee maytake into account factors such as:
- General understanding of the Company's business dynamics global business and socialperspective;
- Educational and professional background
- Standing in the profession;
- Personal and professional ethics integrity and values;
- Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following requirements:
-Shall possess a Director Identification Number;
-Shall not be disqualified under the Companies Act 2013;
-Shall give his written consent to act as a Director;
-Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;
-Shall abide by the Code of Conduct established by the Company for Directors and SeniorManagement Personnel;
-Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafterwheneverthere is a changein the disclosures already made;
-Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Listing Regulations and other relevant laws.
4.1.4 The NR Committee shall evaluate each individual with the objective of having agroup that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NR Committee shall assess the independence of Directors at the time ofappointment / re-appointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationships aredisclosed by a Director.
4.2.2 The criteria of independence as laid down in Companies Act 2013 and ListingRegulations are as below:
An independent director in relation to a company means a director other than amanaging director or a whole-time director ora nominee director
a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;
b. (i) who is or was not a promoterof the company or its holding subsidiary orassociate company;
(ii) who is not related to promoters ordirectors in the company its holdingsubsidiary or associate company;
c. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;
d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years orduring the current financial year;
e. who neitherhimselfnoranyofhisrelatives
i. holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
ii. is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company mounting to ten per cent or more of the grossturnover of such firm;
iii. holds togetherwith his relatives two percent or more of the total voting power ofthe company; or
iv. is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
v. is a material supplier service provider or customer or a lesser or lessee of thecompany.
f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or otherdisciplinesrelated to the Company's business.
g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.
h. who is not less than 21 years of age.
4.2.3 The Independent Directors shall abide by the Code for IndependentDirectors as specified in Schedule IV to the Companies Act 2013.
4.3 Other directorships/committee memberships
4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such away that itdoes not interfere with their role as directors of the Company. The NR Committee shalltake into account the nature of and the time involved in a Director's service on otherBoards in evaluating the suitability of the individual Directorand making itsrecommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than 3 Listed Companies in case he is serving as a Whole-timeDirector in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships.
4.3.5 For the purpose of considering the limit of the Committees Audit Committee andStakeholders' Relationship Committee of all Public Limited Companies whether listed ornot shall be included and all other companies including Private Limited CompaniesForeign Companies and Companies under Section 8 of the Companies Act 2013 shall beexcluded.
ANNEXURE III TO DIRECTORS' REPORT
Remuneration Policy for Directors Key Managerial Personnel and other employees
1.1 Superhouse Limited recognizes the importance of aligning the business objectiveswith specific and measurable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its directors key managerial personnel andotheremployees keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate to run the company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is clearand meets theperformance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.
2. Scope and Exclusion:
This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 Director means a directorappointed to the Board of the Company.
3.2 Key Managerial Personnel means
(i) the Chief Executive Officer or the managing directororthe manager;
(ii) the Company Secretary;
(iii) the Whole-Time Director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed under the Companies Act 2013
3.3 Nomination and Remuneration Committee means the committee constitutedby the company's Board in accordance with the provisions of Section 178 of the CompaniesAct 2013 and Listing Regulations.
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)Committee shall review and approve the remuneration payable to the Executive Directors ofthe Company within the overall limits approved by the shareholders.
4.1.2 The Board on the recommendation of the NR Committee shall also review andapprove the remuneration payable to the Key Managerial Personnel of the Company.
4.1.3 The remuneration structure to the Executive Directors and Key ManagerialPersonnel may include the following components:
i. Basic Pay
ii. Perquisites and Allowances
iii. StockOptions ifany
iv. Commission (Applicable in case of Executive Director)
v. Retiral Benefits
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives(Executive Committee) shall be reviewed bythe NRCommittee.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non- Executive Directors of the Company within the overalllimits approved by the shareholders.
4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof.
4.3 Remuneration to other employees
Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levelsforequivalentjobs.