Superior Industrial Enterprises Ltd.
|BSE: 519234||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE843L01012|
|BSE LIVE 14:29 | 30 Mar||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 519234||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE843L01012|
|BSE LIVE 14:29 | 30 Mar||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
I believe that nothing can be greater than a business however small it may be that isgoverned by conscience; and that nothing can be meaner or more petty than a businesshowever large governed without honesty and without brotherhood."
-William Hesketh Lever
The Dear Members
Your Directors have immense pleasure in presenting this 26th Annual Reporton the business and operation of the company together with Audited Statement of Accountsof the Company for the year ended 31st March 2017.
INFORMATION PURSUANT TO SECTION 134(3) OF COMPANIES ACT 2013
SUBSIDIARY COMPANIES - MONITORING FRAMEWORK
The Company monitors performance of its subsidiary companies inter-alia by thefollowing means:
i. The Audit Committee reviews financial statements of the subsidiary companies alongwith investments made by them.
ii. The Board of Directors reviews the Board Meeting minutes and statements of allsignificant transactions and arrangements if any of subsidiary companies.
The Company has formulated a policy for determining its Material' Subsidiariesand the same is available on the website of the Company www.superiorindustrial.in.Weblink: http://superiorindustrial.in/investors_handbook.html. SIEL does not have anyunlisted material subsidiary incorporated in India.
[Under the Listing Regulations a "Material Subsidiary" shall mean asubsidiary whose income or net worth exceeds twenty per cent of the consolidated incomeor net worth respectively of the listed entity and its subsidiaries in the immediatelypreceding accounting year.]
The Company does not have a listed subsidiary.
Pursuant to Section 129 (3) of the Companies Act 2013 and Accounting Standard- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the financial statements of its subsidiariesand its Associate Companies. Superior Industrial Enterprises Limited is the holdingCompany of Babri Polypet Pvt. Ltd.(Formerly known as Babari Polypet Private Limited) andA.J. Shrink Wrap Private Limited (Formerly known as A.K.V Garments Private Limited) andParent Company of Hindustan Aqua Private Limited(Formerly known as Hindustan Aqua Limited)and are treated as related parties. Besides these Company do not have any related partyand thus no related party transactions have been entered into by the Company and thusprescribed form AOC-2 is therefore not applicable to the Company.
Further a separate statement containing the salient features of the financialstatements of subsidiaries and Associate of the company in the prescribed form AOC-1 hasbeen disclosed in the Consolidated Financial Statements as Annexure-I
In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the subsidiary companies on its website atwww.superiorindustrial.in. The Company will make available physical copies of thesedocuments upon request by any shareholder of the Company/ subsidiary interested inobtaining the same.
These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing AGM.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The company has not voluntarily revised its Financial Statements or Board's Report inrespect of any of the three preceding financial years. Pursuant to Section 134 of theCompanies Act 2013 and Rule 8(1) of the Companies (Accounts) Rules 2014 the report onperformance and financial position of Subsidiaries Associates and Joint Venture Companiesincluded in the Consolidated Financial Statements is attached and forms part of thisreport.
Information in this respect can also be referred in form AOC- 1 which has beendisclosed in the Consolidated Financial Statements.
AMOUNT TRANSFERRED TO RESERVES: During the year under review the company has nottransferred 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 itsproposed growth and expansion the Board expresses its inability to recommend any dividendfrom the available profit during the year under review.
DISCLOSURE OF ACCOUNTING TREATMENT: In the preparation of financial statements anytreatment different from that prescribed in an Accounting Standard has not been followed.
MANAGEMENT DISCUSSION AND ANALYSIS: Management's Discussion & Analysis Report forthe year under review as stipulated under regulation 34(2)(e) of SEBI(Listing ObligationAnd Disclosure Requirement)Regulation 2015 is presented as Annexure-II formingpart of the Director's Report .
CORPORATE GOVERNANCE: The Company has in place the SEBI Regulations pertaining tocorporate governance. During the year under consideration the Company had Four memberBoard of Directors consisting of two Non Executive Independent Directors one NonExecutive Non Independent Director and One Managing Director.
The Managing Director does not receive sitting fee for attending meetings of Board orany Committee thereof. The sitting fee paid to directors are within the limits prescribedunder Companies Act 2013 and relevant rules therein.
The Corporate Governance Report for the Financial year ended 31st march2017 giving the details as required under Regulation 34(3) read with Clause C of ScheduleV of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 is givenseparately as Annexure-III.
The Corporate Governance Certificate for the financial year ended 31stMarch 2017 issued by Kamal & Company Statutory Auditor of the Company is annexed as Annexure-IV
Mr. Kamal Agarwal Managing Director and Mr. Raushan Kumar Sharma Chief FinancialOfficer of the Company have given their certificate under Regulation 17(8) read with partB of Schedule II of SEBI (LODR) regarding Annual Financial Statements for the financialyear ended 31st March 2017 which is annexed as Annexure V
The Managing Director has given certificate under Regulation 34(3) of SEBI-LODR readwith part D of Schedule V of SEBI-LODR regarding compliance with the Code of conducts ofthe Company for the financial year ended 31st March 2017 which is attached as Annexure-VI
SECRETARIAL AUDIT: The Company has undertaken Secretarial Audit for the financial year2016-17 which inter alia includes audit of compliance with the Companies Act 2013 andthe Rules made under the Act Listing Regulations and applicable Regulations prescribed bythe Securities and Exchange Board of India and Secretarial Standards issued by theInstitute of the Company Secretaries of India. The Secretarial Audit Report forms part ofthis Annual Report. Secretarial Audit was conducted by M/s Sharma Charu & Associatespracticing Company Secretaries in accordance with the Section 204 of the Companies Act2013. Secretarial Audit Report is annexed as Anexure-VII
STATUTORY AUDITOR: M/s Kamal & Co Chartered Accountants had been appointedAuditors of the Company who have submitted their Independent Auditors Report on thefinancial statements of the Company for the financial year ended 31st March2017 and they have made no qualification reservation or adverse remark or disclaimer intheir report.
At the ensuing Annual General Meeting M/s Kamal & Co Chartered Accountantscompletes tenure as per Section 139 of Companies Act 2013 and thus are not eligible tocontinues as Auditors of the Company and the Board recommend appointment of M/s Bhala& Bhala as Statutory Auditor of the Company to be ratified by the members at theforthcoming Annual General Meeting in compliance with provisions of Section 139 of theCompanies Act 2013.
COST AUDITOR: As per Section 148 of the Companies Act 2013 read with Rules framedthereunder M/s Mahesh Singh & Company Cost Accountants were re-appointed as CostAuditors for the financial year 2017-18 to conduct cost audit of the accounts maintainedby the Company in respect of the various products prescribed under the applicable CostAudit Rules. The remuneration of Cost Auditors has been approved by the Board of Directorson the recommendation of Audit Committee.
The requisite resolution for ratification of remuneration of Cost Auditors by membersof the Company has been set out in the Notice of ensuing annual general meeting. They havealso been appointed as Cost Auditors for financial year 2017-18 by the Board of Directorsupon recommendation of Audit Committee to conduct cost audit of the accounts maintainedby the Company in respect of the various products prescribed under the applicable CostAudit Rules.
STATEMENT OF PARTICULARS OF EMPLOYEES: None of the top ten employees drew remunerationof Rs. 10200000/- or more per annum or Rs. 850000/- or more per month during the financialyear 2016-17. Disclosures with respect to the remuneration of Directors and employees asrequired under Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 has been appended as AnnexureVIII to this Report
Such particulars shall also be made available to any Shareholder on specific requestmade by him in writing before the date of such Annual General Meeting
FIXED DEPOSIT: The Company has not accepted any deposits from Public and as such thereare no outstanding deposit in terms of the Companies (Acceptance of Deposits) Rules 2014.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT: The Statutory Auditors Cost Auditors or Secretarial Auditorsof the Company have not reported any frauds to the Audit Committee or to the Board ofDirectors under Section 143(12) of the Companies Act 2013 including rules madethereunder.
INDIAN ACCOUNTING STANDARDS (IND AS) : Your Company its subsidiaries and Associateshad adopted Ind AS with effect from 1st April 2017 pursuant to Ministry of CorporateAffairs notification dated 16th February 2015 notifying the Companies (IndianAccounting Standard) Rules 2015.
GOODS AND SERVICE TAX GOODS AND SERVICES TAX (GST) :Goods and Service tax Goods andServices Tax (GST) is a landmark reform which will have a lasting impact on the economyand on businesses. Implementation of a well-designed GST model that applies to the widestpossible base at a low rate can provide significant growth stimulus to the business andcontribute to the Prime Minister's mission of Make in India. While there are a fewareas that need to be addressed the Government has announced an intention to go live onGST on 1st July 2017 and your Company will be ready for this transformative reform.
DISCLOSURE ON VIGIL MECHANISM: The Company has established a vigil mechanism throughwhich directors employees and business associates may report unethical behaviormalpractices wrongful conduct fraud violation of Company's code of conduct without fearof reprisal. The Company has set up initiative under which all Directors employeesbusiness associates have direct access to the Chairman of the Audit committee. Furtherinformation on the subject can be referred to in section `Disclosures` - Whistle-BlowerPolicy / Vigil Mechanism of the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT: The Board of Directors acknowledges theresponsibility for ensuring compliance with the provisions of section 134 (3) (c) readwith section 134(5) of Companies Act 2013 and provisions of SEBI(Listing Obligation AndDisclosure Requirement)Regulations 2015 and in preparation of annual accounts for thefinancial year ended 31st March 2017 and state that:
in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departures have been made from the same;
they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for that period;
they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and
they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :Particulars with respect to conservation of energy technology absorption and foreignexchange earning and outgo as are required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 are given in "AnnexureIX" to the directors' report.
LOAN GUARANTEE AND INVESTMENTS: Pursuant to Section 134(3)(g) of the Companies Act2013 there is no requirement to give particulars of loans guarantees or investments underSection 186 of the Act as during the Financial Year 2016-17 Company has not madeinvestments give guarantee and provide security.
GREEN INITIATIVES: The Annual Report and other shareholder communications are allavailable in electronic as well as paper format. We would like to take this opportunity toencourage you to consider receiving all shareholder communications electronicallyincluding future notices of meeting.
The Notice of AGM Annual Report and Attendance Slip are being sent in electronic modeto Members whose email address are registered with the Company or the depositoryparticipant(s) unless the members have registered their request for hard copy of thesame. Physical copy of the notice of AGM Annual Report and Attendance Slip are being sentto those members who have not registered their email address with the company ordepository participant(s). Members who have received the notice of AGM Annual Report andAttendance Slip in electronic mode are requested to print the Attendance Slip and submit aduly filled in Attendance Slip at the Registration Counter at the AGM.
Your Directors record their sincere appreciation of the dedication and commitment ofall employees in achieving and sustaining excellence in all areas of business. Yourdirectors thank the shareholders customers suppliers and bankers and other stakeholdersfor their continuous to the Company.
ANNEXURE FORMING PART OF BOARD REPORT
The Annexure referred to in this report and other information which are required to bedisclosed are annexed herewith and form the part of this Board Report.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIESASSOCIATE AND JOINT VENTURE COMPANY
Pursuant to first proviso to sub-section 3 of Section 129 of the Companies Act 2013read with Rule 5 of the Companies(Account) Rules 2014
Part "A": Subsidiaries
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
ANNEXURE-IX: INFORMATION UNDER SECTION 134(3) (M) OF THE COMPANIES ACT 2013 READ WITHRULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014
(A).CONSERVATION OF ENERGY
THE STEPS TAKEN OR IMPACT ON CONSERVATION OF ENERGY: During the year significantsavings have been made through energy usage optimization programs at manufacturing units.All manufacturing facilities have improved the specific energy consumption in major areaof manufacturing. Energy management continues to be a focus area in operation throughoutthe year.
THE STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCE OF ENERGY: Lower costfuels and energy sources which improve specific energy consumption are alternatively usedin manufacturing process.
CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS: During the current financialyear the Company has not incurred any capital expenditure on the energy conservationequipment. However the proposals are being evaluated on the subject.
(B.)TECHNOLOGY ABSORPTION:- The Company has not imported any technology during the lastthree years. Hence the particulars with respect to efforts made towards technologyabsorption and benefits derived etc. are not applicable to the Company.
RESEARCH & DEVELOPMENT ACTIVITIES:- The Company has not incurred any expenditure orgenerated revenue in Research & Development activities.
(C.)FOREIGN EXCHANGE EARNINGS AND OUTGO:-
Foreign Exchange earning: NIL
Foreign Exchange Outgo- NIL
ANNXEURE-X: PARTICULARS OF LOAN GUARANTEE AND INVESTMENT
Investments As on 31.03.2017
Guarantee given as on 31.03.2017
ANNEXURE-XI: STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have given declaration that they undertakethat they shall seek prior approval of the Board if and when they have any suchrelationship / transactions whether material or non-material. If they fail to do so theyshall cease to be an Independent Director from the date of entering in to suchrelationship / transactions.
Further they do hereby declare and confirm that the information furnished in thedeclaration under Section 149 of the Companies Act 2013 is true and correct to the bestof their knowledge and they shall take responsibility for its correctness and shall beliable for fine if any imposed on the Company its directors if the same found wrong orincorrect in future.
They further undertake to intimate immediately upon changes if any to the Company forupdating of the same.