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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.
OPEN 10.08
VOLUME 100823
52-Week high 11.14
52-Week low 0.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.08
Sell Qty 16923.00
OPEN 10.08
CLOSE 10.61
VOLUME 100823
52-Week high 11.14
52-Week low 0.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.08
Sell Qty 16923.00

Superior Industrial Enterprises Ltd. (SUPERIORINDUS) - Director Report

Company director report

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 25th Annual Reporton the business and operation of the company together with Audited Statement of Accountsof the Company for the year ended 31st March 2016.



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’Subsidiaries and the same is available on the website of the Weblink: does not have any unlisted 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.]

SIEL also 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) andare treated as related party. Besides these Company do not have any related party andthus no related party transactions have been entered into by the Company and thusprescribed form AOC-2 is therefore not applicable to the Company. Besides these Companydo not have any related party and thus no related party transactions have been enteredinto by the Company and thus prescribed form AOC-2 is therefore not applicable to theCompany.

Further a separate statement containing the salient features of the financialstatements of subsidiaries of the company in the prescribed form AOC-1 has been disclosedin 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 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.


Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiariesassociates and joint venture companies included in the Consolidated Financial Statementsis attached and forms part of this report.

Information in this respect can also be referred in form AOC- 1 which has beendisclosed in the Consolidated Financial Statements.


During the year under review the company has not transferred any amount to thereserves 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 Reportfor the year under review as stipulated under regulation 34(2)(e) of SEBI(ListingObligation And Disclosure Requirement)Regulation 2015 is presented as Annexure-IIforming part 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 march2016 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 2016 issued by Kamal & Company Statutory Auditor of the Company is annexed asAnnexure-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 2016 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 2016 which is attached asAnnexure-VI

SECRETARIAL AUDIT: Secretarial Audit was conducted by M/s Shipra Khitha &Associates practicing Company Secretaries in accordance with the Section 204 of theCompanies Act 2013. Secretarial Audit Report is annexed as Anexure-VII

STATUTORY AUDITOR: M/s Kamal & Co Chartered Accountants had been appointedAuditors of the Company at the Annual General Meeting held on 15th September2015 to hold office until the conclusion of next Annual General Meeting subject to theirappointment being ratified at 25th Annual General Meeting.

At the ensuing Annual General Meeting M/s Kamal & Co Chartered Accountants areeligible to continues as Auditors of the Company and the Board recommend their appointmentbe ratified by the members at the forthcoming Annual General Meeting in compliance withprovisions of Section 139 of the Companies Act 2013.

The Auditors have submitted their Independent Auditors Report on the financialstatements of the Company for the financial year ended 31st March 2016 andthey have made no qualification reservation or adverse remark or disclaimer in theirreport.

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 2015- 16 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 2016-17 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 employee drew Rs. 500000 or moreper month and Rs. 6000000 or more per annum. None of the top ten employees drewremuneration of Rs. 10200000/- or more per annum or Rs. 850000/- or more per month duringthe financial year 2015-16. Disclosures with respect to the remuneration of Directors andemployees as required under Section 197 of Companies Act 2013 and Rule 5 (1) Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appended asAnnexure VIII 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 Auditors ofthe 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.

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 withoutfear of 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 2016 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 and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period; • they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; • they have prepared the annual accounts ona going concern basis; • they have laid down internal financial controls for theCompany and such internal 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 particulars of loans guarantees or investments under Section 186 of the Act as atthe end of the Financial Year 2015-16 are attached as which forms part of this report.

During the year Company has made investment in Babri Polypet Pvt. Ltd. and A.J. ShrinkWrap Private Limited and the details with respect to loan guarantee and investments havebeen given under Section 186 of the Companies Act 2013 as Annexure-X

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.

APPRECIATION: Your Directors record their sincere appreciation of the dedication andcommitment of all employees in achieving and sustaining excellence in all areas ofbusiness. Your directors thank the shareholders customers suppliers and bankers andother stakeholders for their continuous to the Company.

By and on behalf of Board of Directors
Divya Mehrotra Kamal Agarwal
Independent Director Managing Director
DIN: 00006494 DIN: 02644047
C-561 Defence Colony D-402 Saraswati Apptts
Delhi-110024 I P Ext Patpar Ganj
Dated: 12th August 2016