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Super Sales India Ltd.

BSE: 512527 Sector: Industrials
NSE: SUPER ISIN Code: INE091C01017
BSE 15:11 | 26 Sep 939.95 -29.90
(-3.08%)
OPEN

965.90

HIGH

965.90

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903.40

NSE 05:30 | 01 Jan Super Sales India Ltd
OPEN 965.90
PREVIOUS CLOSE 969.85
VOLUME 1526
52-Week high 1199.00
52-Week low 592.35
P/E 5.70
Mkt Cap.(Rs cr) 289
Buy Price 933.10
Buy Qty 10.00
Sell Price 937.95
Sell Qty 1.00
OPEN 965.90
CLOSE 969.85
VOLUME 1526
52-Week high 1199.00
52-Week low 592.35
P/E 5.70
Mkt Cap.(Rs cr) 289
Buy Price 933.10
Buy Qty 10.00
Sell Price 937.95
Sell Qty 1.00

Super Sales India Ltd. (SUPER) - Director Report

Company director report

Your Directors have pleasure in presenting the 39th AnnualReport of the Company together with audited accounts of the Company for the financial yearended 31st March 2021.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

Particulars 2020-21 (Rs. in Lakhs) 2019-20 (Rs. in Lakhs)
Income from operations 26691.40 28379.72
Other Income 197.79 646.99
Profit before Interest and Depreciation 4119.91 3432.39
Less: Interest 757.12 843.11
Profit/(Loss) before Depreciation 3362.79 2589.28
Less: Depreciation 1829.92 1935.85
Profit/(Loss) before Tax 1532.87 653.43
Less: Exceptional item - -
(Add)/Less: Provision for Taxes 652.86 9.48
Profit/(Loss) after Tax 880.01 643.95

DIVIDEND

Your Directors recommend a dividend of Rs. 2.50/- per equity share ofRs.10/- each for the financial year ended 31st March 2021 subject todeduction of Tax at Source which if approved at the forthcoming Annual General Meetingwill be paid to those equity shareholders whose names appear in the Register of Members ason 15th July 2021 in respect of shares held in physical form and in respect ofshares held in dematerialized form the dividend shall be paid on the basis of thebeneficial ownership as per the details furnished by the Depositories for this purpose atthe end of business hours on 15th July 2021.

SEGMENT WISE PERFORMANCE

Agency Division

The total lockdown announced by the Government in the first month ofthe year under review impacted the resumption of economic activities throughout the firsthalf of the year. However the better performance of the spinning mills in the second halfresulted in good demand for machineries which helped the Agency Division to post somereasonable results.

This Division earned a revenue of Rs. 998.11 Lakhs as against Rs.1166.62 Lakhs in 2019-20. This division earned a PBT of Rs. 210.61 as against Rs. 313.78Lakhs.

Textile Division

The sudden pickup in demand for yarn in the second half availabilityof cotton at reasonable price and improvement in the productivity due to modernization ofthe compact spinning system in the previous year helped this division to earn betterprofits in the second half of the year inspite of lower turnover.

This Division earned a revenue of Rs. 23050.04 Lakhs as against Rs.25721.53 Lakhs in 2019-20. This division earned a PBT of Rs. 1358.48 as against Rs. 655.16Lakhs.

Engineering Division

The demand for the gears and gearboxes have improved substantiallyespecially in the second half of the year and hence the division could achieve betterresults.

This Division earned a revenue of Rs. 2813.82 Lakhs as against Rs.2058.24 Lakhs in 2019-20. This division earned a PBT of Rs. 44.84 Lakhs as against a lossof Rs. 301.98 Lakhs.

EXPORTS

The Company has directly exported its products valued at Rs. 807.86Lakhs in 2020-21 and exports through merchant exporters were Rs. 1118.02 Lakhs.

PROSPECTS

The demand for the yarn and profit earned by the mills were betterduring the third and fourth quarter of the year under review. The scenario has continueduntil the sudden spurt of second wave of covid -19. The consequent restrictions andlockdowns are affecting the demand and price of the yarn started nose-diving. However anearly resumption of activities is expected and the performance in the second half of theyear will be much better. The fast phase of vaccination is a strong indication towardsthis.

DIRECTORS

Sri. Sanjay Jayavarthanavelu Director (DIN : 00004505) retires byrotation at the ensuing Annual General Meeting being eligible offers himself forre-appointment.

INDUSTRIAL RELATIONS

Industrial relations are cordial and your Directors appreciate theco-operation extended by the employees. LISTING

Your Company's shares are listed in BSE Limited. The listing fee to theBSE has been duly paid. The shares are regularly traded in BSE Limited and were notsuspended at any time during the year.

AUDITORS

Statutory Auditors:

The Statutory Auditors M/s. Subbachar & Srinivasan CharteredAccountants were appointed as Statutory Auditors for a term of five years commencing fromthe financial year 2021-22 who will retire at the conclusion of the Annual General Meetingto be held in the year 2026 and the shareholders have authorized the Board to fix theremuneration payable to the auditors from time to time.

The first proviso to Section 139 of the Companies Act 2013 whichmandated the ratification of the appointment of Statutory Auditors at every subsequentAnnual General Meeting has been omitted by the Companies (Amendment) Act 2017 and thesame was notified vide notification dated 07th May 2018. Hence ratification ofthe appointment of Statutory Auditors is not placed to the shareholders.

The auditors M/s. Subbachar & Srinivasan Chartered Accountantshave confirmed their eligibility for continuing as Statutory Auditors of the Company.

Cost Auditor:

Pursuant to provisions of Section 148 of the Companies Act 2013 readwith the Companies (Cost Records and Audit) Amendment Rules 2014 the Board of Directorson the recommendation of the Audit Committee has appointed Sri. G. Sivagurunathan CostAccountant as the Cost Auditor of the Company for the financial year 2021-22.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors has appointed Sri. M.R.L.Narasimha Practising Company Secretary toundertake the Secretarial Audit of the Company for the financial year 2021-22.

The secretarial audit report in form MR3 obtained pursuant to CompaniesAct 2013 and 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 for the financial year 2020-21 is enclosed as Annexure 1.

Internal Auditors:

Pursuant to the provisions for Section 138 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 the Board of Directors on therecommendation of the Audit Committee has appointed M/s. Karthikeyan & JayaramChartered Accountants as Internal Auditors of the Company for a period upto 31.03.2024.

The annual return prepared as per the provisions of the Companies Act2013 is posted in the Company's websitehttp://www.supersales.co.in/corporate-financial-results.html. The details of the meetingsof the Board and Committees and attendance of directors are given in the CorporateGovernance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act 2013 the Directorsof your Company confirm that:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed and there are no material departures;

b. the directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the directors had prepared the annual accounts on a going concernbasis;

e. the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and

f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

DISCLOSURES

Independent Directors have met all the criteria of IndependentDirectors and they have given a declaration to the effect that they have met all thecriteria of independent directors as prescribed in Section 149 of the Companies Act 2013and the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The Salient features of the Nomination and Remuneration Policy isenclosed to this annual report.

Directors are eligible to get only sitting fee for attending the Boardor Committee or other meetings of Directors. Outstation directors are entitled to getreimbursement of out of pocket expenses incurred by them in connection with attending theBoard or Committee or other meetings.

There is no qualification reservation adverse remarks or disclaimerby the Statutory Auditors in their audit report or Practising Company Secretary in hissecretarial audit report. The auditors have not reported any fraud to the Audit Committeeor to the Board or to the Central Government during the financial year 2020-21.

Company has not provided any loans guarantees security under Section186 of the Companies Act 2013 during the year under review. The Company has not made anyinvestment during the financial year 2020-21.

All the transactions entered by the Company during the financial year2020-21 with the related parties are in the ordinary course of business and at Arm'slength. The details of material related party transactions are given in form AOC - 2 asAnnexure 2.

Board of Directors has decided to transfer Rs. 100 Lakhs out ofprofits for the year 2020-21 to General Reserve.

There is no material change and commitment which have occurred betweenthe end of the financial year and to the date of the report which affect the financialposition of the Company. There is no proceedings pending under the Insolvency andBankruptcy Code 2016. There was no instance of one time settlement with any Bank orFinancial Institution.

(A) Conservation of Energy

i. the steps taken or impact of conservation of energy Energy efficient transformers and distribution boards have been installed to reduce energy consumption.
ii. the steps taken by the Company for utilizing alternate source of energy The Company has utilized 52.90% of its energy requirements through wind power.
iii. the Capital investment on energy conservation equipments Rs. 49.27 Lakhs

(B) Technology absorption

i. Efforts made towards technology absorption -
ii. Benefits derived like product improvement cost reduction product development import substitution etc -
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)
(a) Details of technology imported.
(b) Year of import.
(c) Whether the technology been fully absorbed? -
(d) If not fully absorbed areas where this has not taken place reasons there for and future plans of action.
iv. The expenditure incurred on Research and Development -

(C) Foreign exchange earnings and out go

The Foreign Exchange earnings and outgo during the year under reviewwere as follows:

Foreign Exchange Earned Rs. 862.58 Lakhs
Foreign Exchange Outgo
Raw Material imports Rs. 1019.10 Lakhs
Stores and Spares imports (including advances) Rs. 81.21 Lakhs
Capital Imports Rs. 121.50 Lakhs
Others Rs. 21.56 Lakhs
Total Rs. 1243.37 Lakhs

RISK MANAGEMENT

The Company has established a risk management frame work to identifyevaluate the business risks and opportunities. The main object of the framework is tominimise the adverse impact of the risks by taking effective mitigating measures to retainthe business advantages. The identified risks and mitigation measures are reviewed by theconcerned Heads and all the risks identified and mitigation measures are placed before theBoard. Board is of the opinion that there is no risk which affects the existence of theCompany.

CSR ACTIVITIES

The CSR Committee consists of four directors out of which three areindependent directors. The Board has approved the CSR Policy and the same is posted in thewebsite of the Company http:// www. supersales. co.in/policies.html. As per the policyCompany can spend the amount required to be spent under Corporate Social Responsibility toany of the Projects or activities covered under Schedule VII (as amended from time totime) based on the recommendation of the CSR Committee and approved by the Board. Theamount can be spent anywhere in India however preference shall be given to thegeographical locations where the Company's operations are located. The amount required tobe spent under CSR activities may be spent by the Company itself or contributed to anytrust which is having established track record as recommended by the CSR Committee andapproved by the Board. The CSR Committee shall periodically review and monitor theexpenditure made on various projects or activities as approved by the Board. The Companyhas spent the entire amount required to be spent during the financial year 2020-21. AnnualReport on CSR activities is enclosed as Annexure 3.

DISCLOSURE UNDER RULE 8

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the Board has carriedout annual evaluation of its own performance that of its committees and individualdirectors for the financial year 2020-21. The Chairman of the Board has sent a list ofcriteria as approved by the Nomination and Remuneration Committee for evaluation of theBoard's performance that of its committees and individual directors to all the Directors.Each Director has evaluated based on the criteria and communicated the results of theevaluation to the Chairman.

There is no change in the nature of business. There is no change in thedirectors of the Company during the year 2020-21. Sri. G. Mani has been appointed asManaging Director of the Company for a period of three years from 24th October2018 and his period expires on 23rd October 2021. Board has re-appointed himas Managing Director of the Company for a further period of three years from 24thOctober 2021 subject to the approval of the shareholders. Suitable resolution is includedin the notice of Annual General Meeting for approval of the shareholders.

There is no Subsidiaries Joint ventures or Associates and there is noaddition or cessation of Subsidiaries Joint ventures or Associates during the year2020-21. The Company has not accepted or holds any deposit from the public or directors orshareholders. There is no significant material orders passed by the regulators or courtsor tribunals which affects the going concern status or operations in future.

The Company has implemented and evaluated the internal financialcontrols with reference to the financial statements which provide a reasonable assurance.The Directors and Management confirm that the internal financial controls are adequatewith respect to size and operations of the Company. The Company has established adequateinternal control system which is commensurate with its nature and volume of operations.The accounting transactions and operations are audited by the Internal Auditors viz-a-vizthe internal controls policies and procedures and the deviations if any are reportedand corrective actions are taken appropriately.

Details of appointment re-appointment of director who retires byrotation are provided elsewhere in this report.

The Composition of the Audit committee is given in the CorporateGovernance Report. Board has accepted all the recommendations made by the Audit Committeeduring the financial year 2020-21.

In the preparation of financial statements no treatment different fromthat of prescribed accounting standards has been followed. The Company has complied withthe applicable secretarial standards.

The Company has maintained all the cost accounts and records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.

Particulars pursuant to Section 197(12) and the relevant rules aregiven in the Annexure 4.

The Company has transferred the equity shares and dividend in respectof which dividend has not been claimed by the members for seven consecutive years or moreto the Investors Education and Protection Fund Authority (IEPF) as and when it is due fortransfer. The details of shares transferred have been uploaded on the website of theCompany.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blowerpolicy which protects persons who uses the mechanism from victimization and allows directaccess to the Chairman of the Audit Committee if required. The Policy is posted in thewebsite of the Company.

REMUNERATION POLICY

Based on the recommendation of the Nomination and RemunerationCommittee the Board has approved the Remuneration Policy of the Company for selection andappointment of Directors senior management personnel their remuneration successionplans Board diversity. The salient features of same is enclosed as Annexure 5 to thisreport. Weblink to access the policy is http://www.supersales.co.in/policies.html.

A certificate from the Statutory Auditors of the Company regardingcompliance of the conditions of Corporate Governance is enclosed as Annexure 6.

Information pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014

In terms of Rule 5 of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 the Company has no employee drawing salary exceeding Rs.102 Lakhs per annum or Rs. 8.50 Lakhs per month during the year under review. No employeehas drawn remuneration in excess of the remuneration drawn by the Managing Director andholds by himself or along with his spouse and dependent children not less than two percentof equity share capital of the Company.

List of top 10 employees based on salary drawn is enclosed as Annexure7.

Company is not paying any commission to the Director and ManagingDirector.

Disclosures under the Sexual Harassment of women at work place(Prevention Prohibition and Redressal) Act 2013

The Company has constituted Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013to hear and redress the complaints if any received from women employees.

(a) number of complaints filed during the financial year - Nil

(b) number of complaints disposed of during the financial year - Nil

(c) number of complaints pending as on end of the year - Nil

ADDITIONAL DISCLOSURES

In line with the requirement of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report CorporateGovernance Report Related Party disclosures are made part of the Annual Report.

A certificate from CEO/CFO interalia confirming the correctness ofthe financial statements is also made part of the Annual Report.

GENERAL

The Directors place on record their sincere thanks to all thePrincipals for their whole hearted co-operation and to the bankers of the Company fortheir financial assistance. Directors also wish to thank the customers for their supportand confidence reposed in the Company and to the employees at all levels for theirco-operation and dedication.

For and on behalf of the Board
Coimbatore SANJAY JAYAVARTHANAVELU
21st May 2021 Chairman
DIN 00004505

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