You are here » Home » Companies » Company Overview » Supertex Industries Ltd

Supertex Industries Ltd.

BSE: 526133 Sector: Industrials
NSE: N.A. ISIN Code: INE881B01054
BSE LIVE 15:14 | 22 Sep 4.18 0.19
(4.76%)
OPEN

4.18

HIGH

4.18

LOW

4.18

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.18
PREVIOUS CLOSE 3.99
VOLUME 1
52-Week high 5.23
52-Week low 3.00
P/E 6.85
Mkt Cap.(Rs cr) 5
Buy Price 3.80
Buy Qty 100.00
Sell Price 4.15
Sell Qty 920.00
OPEN 4.18
CLOSE 3.99
VOLUME 1
52-Week high 5.23
52-Week low 3.00
P/E 6.85
Mkt Cap.(Rs cr) 5
Buy Price 3.80
Buy Qty 100.00
Sell Price 4.15
Sell Qty 920.00

Supertex Industries Ltd. (SUPERTEXINDS) - Director Report

Company director report

Dear Members

The Directors are pleased to present herewith the Thirtieth Annual Report together withthe audited statement of accounts of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS

Year ended 31.03.2016 Year ended 31.03.2015

Rs in lacs

Rs in lacs

Turnover 9156.26 7339.10
Other Income 91.50 84.23
Income from Operation / Profit before Interest and Depreciation 232.80 282.37
Interest 147.68 130.74
Profit before Depreciation 85.12 151.63
Depreciation 41.41 30.41
Profit Before Tax 43.71 121.22
Deferred Tax (12.27) (43.20)
ProfitAfterTaxand before exceptional items 31.44 78.03
Exceptional Items (11.30) (1.18)
Profit for the year 20.14 76.85

In order to meet the growing funding requirements of the Company it has been decided toretain profits of the business in the Company. As such your directors have notrecommended any dividend for the year under report.

WORKING

The production improved during the year by 12% and was higher at 4903 MT as against4362 MT last year. The turnover was higher by 25% at Rs. 9156.26 lacs as against Rs.7339.10 lacs last year. The exports constitute 41% of total sales made during the year.The exports are recorded on CIF basis sans duties and taxes. The processing charges werelesser at Rs. 48.57 lacs as against Rs. 95.32 lacs last year. This was because the Companyhas increased the facilities used for its own production.

The Company has done a major exercise of upgrading and modifying its draw warping andsizing facilities. This will enhance the productivity and lower the cost of manufacturing.Moreover the upgraded technology is much simplified. The exercise had kept the machinerydown for over a month which has reflected in its working but the same is likely to enhancethe Company's production and profitability in the future.

The Company is also in the process of enhancing and modernizing its texturisingfacility in the current year. This will enable it to manufacture several high end productsdeveloped in consultation with some niche customers. This is expected to improve theprofitability of the Company in future. The export turnover was Rs. 3716.16 lacs asagainst Rs. 3911.11 lacs last year. The export was adversely hit by the ongoing strife inEurope in the second half of the year.

The profit after taxation and before exceptional items was Rs. 31.44 lacs as againstRs. 78.03 lacs in the past year. The Company had upgraded many of its productionfacilities improved capacity utilization developed more products and used a bettermarketing strategy which is expected to improve the overall performance of the Companyduring the current year. The management is working hard to improve the capacityutilization further. The prices remained volatile during the year due to the fluctuationin the crude oil prices.

EXPORTS

The Company continued exports of its products and it has exported about 41% of thetotal sales during the year. The Company expects to explore other global markets owing topositive response from international customers. It has opened up some other countriesduring the year. This is expected to be further expanded in future. The products are wellreceived by the market.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become/ceased to be a joint venture partner or associate of the Companyduring the financial year 2015-16.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to thisReport.

DIRECTORS

At the meeting of the Board of Directors of the Company held on 25th March 2016 Mr SS Mishra director expressed his intention to relinquish his position as Chairman andDirector of the Company and requested the Board to accept his request and make hisretirement as Chairman w.e.f. 25th March 2016 and as a Director of the Company effectivefrom the conclusion of the next Annual General Meeting.

The Board with great reluctance accepted the Chairman's request to relinquish hisoffice as Chairman and Director of the Company. The Board however requested him to acceptthe position as Chairman Emeritus of the Company so that his advise and guidance wouldcontinue to be available to the Company. The directors placed on record appreciation forthe services rendered by Mr S S Mishra during his tenure as Chairman and Director.

Mr R K Mishra Managing Director whose term ends on 25th March 2016 has beenreappointed by the Board as Managing Director for a period of five years from 26th March2016 and appointed as Chairman of the Company at a Board meeting held on 25th March2016. In the same meeting Mr S K Mishra Whole Time Director-Finance whose term ends on31st March 2016 has been reappointed by the Board as Whole Time Director of the Companydesignated as Executive Director and Chief Financial Officer for a period of five yearsfrom 1st April 2016. Necessary resolutions in respect of both of them will be placedbefore the members for their approval in the ensuing Annual General Meeting. The Companyhas received Notices as per the Provisions of Section 160(1) of the Companies Act 2013from a member of the Company sponsoring their candidature as directors of the Company. TheBoard of Directors recommends their re-appointment.

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations").

KEY MANAGERIAL PERSONNEL

During the year Mr R K Mishra the Managing Director of the Company has beenreappointed as Managing Director and appointed as Chairman of the Company w.e.f. 26thMarch 2016 and Mr S K Mishra Whole Time Director - Finance of the Company has beenre-appointed as Whole Time Director designated as Executive Director and Chief FinancialOfficer of the Company subject to approval of the shareholders.

The other Key Managerial Personnel of the Company is Ms Vaishali Naik CompanySecretary.

BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 and the corporategovernance requirements as prescribed by SEBI Listing Regulations the performanceevaluation of the Board was carried out during the year under review. The Board ofDirectors expressed their satisfaction with the evaluation process.

MEETINGS

During the year five Board Meetings four Audit Committee Meetings two StakeholdersRelationship Committee Meetings one Nomination and Remuneration Committee Meeting and oneIndependent Directors Meeting were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees exceeding the limit prescribed underthe provisions of section 186 of the Companies Act 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism as defined under Regulation 22 of SEBI Listing Regulations for directors andemployees to report concerns about unethical behaviour. The said policy has been put up onthe website of the Company.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Managementemployees. The Policy is approved by the Nomination & Remuneration Committee and theBoard. The details of this policy are explained in the Corporate Governance Report.

FIXED DEPOSITS

The outstanding amount of Deposits with your Company was Nil. During the year yourCompany has not accepted any deposits within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.

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 therelated party transactions policy of the Company.

The Policy on dealing with related party transactions as approved by the Board may beaccessed on the Company's website. Your Directors draw attention of the members to Note 33to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. Theassessment is periodically examined by the Board.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to compliance with the conditions ofCorporate Governance stipulated in Clause ‘C' of Schedule V on Annual Report pursuantto Regulations 34(3) of SEBI Listing Regulations. A Report on Corporate Governance ishereto annexed.

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

As mentioned in the opinion by the Auditors in Annexure B to the Auditors Report westate that the Company has internal financial controls over financial reporting howeverthese controls are in the process of being documented by the Company as required by theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued byICAI. The internal financial controls are adequate and operating effectively during theyear.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non-Executive Directors Ratio to median remuneration
Mr S S Mishra 0.22
Mr G R Toshniwal 0.22
Mr M A Sharma 0.22
Mr P R Kapadia 0.22
Mrs Meeta Shingala 0.22
Executive Directors
Mr R K Mishra Chairman and Managing Director 17.68
Mr S K Mishra Director and CFO 13.45

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Non-executive directors
Mr S S Mishra -
Mr G R Toshniwal -
Mr M A Sharma -

 

Directors Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Non-executive directors
Mr P R Kapadia -
Mrs Meeta Shingala -
Executive Directors
Mr R K Mishra Chairman and Managing Director 25.41
Mr S K Mishra Director and CFO 25.64
Ms Vaishali Naik Company Secretary -

c. The percentage increase in the median remuneration of employees in the financialyear: 13 %

d. The number of permanent employees on the rolls of Company: 52

e. The explanation on the relationship between average increase in remuneration andCompany performance: On an average employees received an annual increase of 10%. Theindividual increments are based on individual performance.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) ( Rs in lakhs) 37.09
Revenue (7 in lakhs) 9156.26
Remuneration of KMPs (as % of revenue) 0.405
Profit before Tax (PBT) ( Rs in lakhs) 43.71
Remuneration of KMP (as % of PBT) 84.85

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 312016 March 312015 % Change
Market Capitalisation ( Rs In lakhs) 376.53 232.50 61.95
Price Earnings Ratio 18.44 3.01 512.62

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the lastpublic offer [In the year 1993 at Rs. 20/- per share (inclusive of premium of Rs. 10/-pershare)]: (-) 83.40%

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

- Average increase in the remuneration of all employees excluding KMPs: 10%

- Average increase in the remuneration of KMPs: 36.11 %

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Mr RK Mishra Chairman & Managing Director Mr SK Mishra Director & CFO Ms. Vaishali Naik Company Secretary
Remuneration ( Rs in lakhs) 19.43 14.78 2.88
Revenue ( Rs in lakhs) 9156.26
Remuneration as % of Revenue 0.21 0.16 0.03
Mr R K Mishra Chairman & Managing Director Mr S K Mishra Director and CFO Ms Vaishali Naik Company Secretary
Profit before Tax (PBT) (' in lakhs) 43.71
Remuneration (as % of PBT) 44.45 33.81 6.59

k. The key parameters for any variable component of remuneration availed by thedirectors:

There is no variable component of remuneration to the Directors.

l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.

m.Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The information required pursuant to Section 197 read with Rule 5 (2) and rule 5(3)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is as follows:

a) Employed throughout the year- Nil

b) Employed for part ofthe year- Nil

AUDITORS

The auditors M/s. M.B. Agrawal & Co. and M/s. N.G. Thakrar & Co. retire at theconclusion of the ensuing Annual General Meeting. The new Companies Act makes it mandatoryfor companies to rotate auditors periodically. Though we have one more year before thechange is necessary as a voluntary measure M/s. N.G. Thakrar & Co. has decided toretire at the ensuing Annual General Meeting. Your Directors has decided to recommend there-appointment of M/s. M.B. Agrawal & Co. as Statutory Auditors of the Company who hasfurnished certificate of their eligibility for re-appointment.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s Vikas R. Chomal & Associates Practicing CompanySecretary Mumbai to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act 2013 for the financial year 2015-16. The report of the SecretarialAuditor is annexed to this report as Annexure - II.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and ofthe Profit of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 andforming part of the Directors' Report for the year ended 31st March 2016 are annexed tothis report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report is attached and forms a part of thisReport.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contribution made bythe executives officers and workmen of the Company during the year. The Board alsoacknowledges with thanks the support co-operation and assistance given by Axis Bank.

For and on behalf of the Board
R K Mishra
Mumbai 30th May 2016 Chairman and Managing Director