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Super Sales India Ltd.

BSE: 512527 Sector: Industrials
NSE: SUPER ISIN Code: INE091C01017
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NSE 05:30 | 01 Jan Super Sales India Ltd
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VOLUME 200
52-Week high 349.95
52-Week low 180.90
P/E 11.44
Mkt Cap.(Rs cr) 74
Buy Price 228.50
Buy Qty 10.00
Sell Price 248.00
Sell Qty 19.00
OPEN 240.00
CLOSE 240.00
VOLUME 200
52-Week high 349.95
52-Week low 180.90
P/E 11.44
Mkt Cap.(Rs cr) 74
Buy Price 228.50
Buy Qty 10.00
Sell Price 248.00
Sell Qty 19.00

Super Sales India Ltd. (SUPER) - Director Report

Company director report

Your Directors have pleasure in presenting the 37th Annual Report of the Company together with audited accounts of the Company for the financial year ended 31st March 2019.

Financial Results for the year under review are summarized below:

Particulars2018-192017-18
(Rs. in Lakhs)(Rs. in Lakhs)
Income from operations29550.5525522.14
Other Income584.32254.98
Profit before Interest and Depreciation3061.493971.86
Less: Interest711.28601.85
Profit/(Loss) before Depreciation2350.213370.01
Less: Depreciation1771.291717.55
Profit/(Loss) before Tax578.921652.46
Less: Exceptional item--
(Add)/Less: Provision for Taxes(15.99)231.48
Profit/(Loss) after Tax594.911420.98

DIVIDEND

Your Directors recommend a dividend of Rs. 2.50 per equity share of Rs.10/- each for the financial year ended 31st March 2019 which if approved at the forthcoming Annual General Meeting will be paid to those equity shareholders whose names appear in the Register of Members as on 29th July 2019 in respect of shares held in physical form and in respect of shares held in dematerialized form the dividend shall be paid on the basis of the beneficial ownership as per the details furnished by the Depositories for this purpose at the end of business hours on 29th July 2019.

SEGMENT WISE PERFORMANCE

Agency Division

Due to very thin or negative margins of the spinning mills during the year under review off take of machineries was very sluggish which affected the performance of this division.

The total revenue of this division during 2018-19 was Rs. 1550.73 Lakhs. Profit Before Tax and Interest was Rs. 598.79 Lakhs compared to Rs. 864.48 Lakhs during the previous year.

Textile Division

The high cotton cost thanks to the new MSP fixed by the Union Government affected the margins of the spinning mills. The Company has increased the production of micro modal yam in which margins were better. Inspite of the advantages of low cost captive wind power this division earned lesser profits.

This division earned a Profit Before Tax and Interest of Rs. 1070.37 Lakhs compared to Rs. 1636.33 Lakhs during the previous year.

Engineering Division

The down trend in the capital goods manufacturing OEMs resulted into lower turnover and negative margins. Stiff competition affected the progress of Gear boxes sales.

This division incurred a loss of Rs.373.26 Lakhs as against the loss of Rs. 239.06 Lakhs during the previous year.

EXPORTS

The Company has directly exported its products valued at Rs. 4589.54 Lakhs in 2018-19. Exports through merchant exports were Rs. 2956.17 Lakhs. The Company has covered a major portion of Export obligation during the year.

The Company has got an extension of 4 months i.e up to 31.07.2019 to fulfill the export obligation.

PROSPECTS

The world economy is undergoing a major downtrend. The tariff war between two major economies USA and China is affecting the international trade substantially. Hence the prospects are not very encouraging. However there are some silver lines like moderate inflation in the country and Government's push towards more reforms in key sectors. India's GDP growth is projected to be one of the best in the emerging economies. In view of the hiked MSP Cotton production is expected to be better this year. The Company's modernisation plans to go for more compact spinning systems would result in better performance during the current year.

DIRECTORS

Sri. Sanjay Jayavarthanavelu Director (DIN 00004505) retires by rotation at the ensuing Annual General Meeting being eligible offers himself for re-appointment.

Sri.J.Raghupathy Sri.S.K.Najmul Hussain Sri.S.Venkataraman and Smt. Vijayalakshmi Narendra Independent Directors of the Company were appointed during 2014-15 and their period of appointment expires during 2019-20. Sri.J.Raghupathy and Sri.S.K.Najmul Hussain have not opted for re-appointment due to their age. Board recommends the re-appointment of Sri. S. Venkataraman and Smt. Vijayalakshmi Narendra as Independent Directors for the second term. Suitable resolutions for the approval of shareholders are included in the Notice of the Annual General Meeting.

Sri. B. Lakshmi Narayana and Sri. G. Mani have been appointed as additional directors on 23rd October 2018 and their period expires at the ensuing Annual General Meeting. Board recommends for their appointments. Suitable resolutions are included in the Notice of the Annual General Meeting for their appointment as Directors.

Sri. G. Mani was appointed as Managing Director of the Company for a period of three year from 24.10.2018 to 23.10.2021 subject to the approval of the shareholders. Board recommends his appointment as Managing Director. Suitable resolution is included in the Notice of the Annual General Meeting for appointing him as Managing Director.

INDUSTRIAL RELATIONS

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

LISTING

Your Company's shares are listed in BSE Limited. The listing fee to the BSE Limited has been duly paid. The shares are regularly traded in BSE Limited and were not suspended at any time during the year.

AUDITORS

Statutory Auditors

The Statutory Auditors M/s. Subbachar & Srinivasan Chartered Accountants were appointed as Statutory Auditorsfbraterm of five years commencing from the financial year 2016-17 who will retire at the conclusion of the Annual General Meeting to be held in the year 2021 and the shareholders have authorized the Board to fixthe remuneration payable to the auditors from time to time.

The first proviso to Section 139 of the Companies Act 2013 which mandated the ratification of the appointment of Statutory Auditors at every subsequent Annual General Meeting has been omitted by the Companies (Amendment)Act. Hence ratification of the appointment of Statutory Auditors is not placed to the shareholders.

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

Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Amendment Rules 2014 the Board of Directors on the recommendation of the Audit Committee has appointed Sri. G. Sivagurunathan Practising Costand ManagementAccountant as the Cost Auditor of the Company forthe financial year2019-20.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointed Sri. M.R.L.Narasimha Practising Company Secretary to undertake the SecretarialAudit of the Company for the financial year 2019-20.

The secretarial audit report in form MR3 obtained pursuant to Companies Act 2013 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forthe financial year 2018- Id is enclosed asAnnexure2.

Extract of the annual return as per the provisions of the Companies Act 2013 is enclosed as Annexure 1.

The same will be posted in the Company's website www.supersales.co.in/corporate-financial- results.html.

The details of the meetings of the Board and Committees and attendance of directors are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134 of the Companies Act 2013 the Directors of yourCompany confirm that:

a. in the preparation of the annual accounts the applicable accounting standards had been followed and there are no material departure;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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 the Company and that such internal financial controls are adequate and were operating effectively and

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

DISCLOSURES

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

The Salient features of the Nomination and remuneration Policy is enclosed to this annual report.

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

There is no qualification reservation adverse remarks or disclaimer by the Statutory Auditors in their audit report or Practising Company Secretary in his secretarial audit report. The auditors have not reported any fraud to the Audit Committee or to the Board ortothe Central Govemmentduring the year 2018-19.

Company has not provided any loans guarantees security under Section 186 of the Compan ies Act 2013 during the year under review. The Company has not made investment during the year 2018-19.

All the transactions entered by the Company during the financial year 2018-19 with the related parties are in the ordinary course of business and at Arm's length. The details of material related party transactions are given in form AOC -2 as annexure 3.

Board of Directors has decided to transfer Rs. 60 Lakhs out of profits fbrtheyear 2018-19 to General Reserve.

There is no material change and commitment which have occurred between the end of the financial year and to the date of the report which affect the financial position of the Company.

(A) Conservation of Energy

i. the steps taken or impact of conservation of energyEnergy efficient motors and replacement of tube lights with LED bulbs are in progress to reduce energy consumption.
ii. the steps taken by the Company for utilizing alternate source of energyThe Company has utilized 57.32% of its energy requirements through wind power.
iii. the Capital investment on energy conservation equipmentsRs. 21.02 Lakhs

(B) Technology absorption

i. Efforts made towards technology absorptioncompact spinning system at a cost of Rs. 1062.20 Lakhs has been installed.
ii. Benefits derived like product improvement cost reduction product development import substitution etc.the compact yam is used in high speed aiijet looms and hence improved marketability of our yam.
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 review were as follows:

Foreign Exchange EarnedRs. 4855.05 Lakhs
Foreign Exchange Outgo
Raw Material importsRs. 999.90 Lakhs
Stores and Spares imports (including advances)Rs. 33.30 Lakhs
Capital ImportsRs. 309.17 Lakhs
OthersRs. 22.52 Lakhs
Rs. 1364.89 Lakhs

RISK MANAGEMENT

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

CSR ACTIVITIES

The CSR Committee consists of three directors out of which two are independent directors. The Board has approved the CSR Policy and the same is posted in the website of the Company http://www.supersales.co.in/ policies.html. As per the policy Company can spend the amount required to be spent under Corporate Social Responsibility to any of the Project or activities covered under Schedule VII (as amended from time to time) based on the recommendation of the CSR Committee and approved by the Board. The amount can be spent any where in India however preference shall be given for the geographical locations where the Company's operations are located. The amount required to be spent under CSR activities may be spent by the Company itself or contributing to any trust which is having established track record as recommended by the CSR Committee and approved by the Board. The CSR Committee shall periodically review and monitor the expenditure made on various projects or activities as approved by the Board. The Company has spent the entire amount required to be spent during the financial year 2018-19. Annual Report on CSR activities is enclosed as Annexure 4.

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 carried out annual evaluation of its own performance that of its committees and individual directors for the financial year 2018-19. The Chairman of the Board has sent a list of criteria as approved by the Nomination and Remuneration Committee forevaluation of the Board'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 the evaluation to the Chairman.

There is no change in the nature of business. The Company has appointed Sri. B. Lakshmi Narayana and Sri .G. Mani as Additional Directors of the Company on 23rd October 2018. Sri. N. R. Selvaraj then Managing Director a Key Managerial Personnel has resigned as Director and Managing Director and relieved from his responsibilities at the close of the business hours on 23rd October 2018. Sri. G. Mani has been appointed as Managing Director of the Company for a period of three years from 24th October 2018.

There is no Subsidiaries Joint Ventures or Associates and there is no addition or cessation of Subsidiaries Joint ventures or Associates during the year 2018-19. The Company has not accepted or holds any deposit from the public or directors or shareholders. There is no significant material orders passed by the regulators or courts ortribunals which affects the going concern status or operations in future.

The Company has implemented and evaluated the internal financial controls with reference to the financial statements which provide a reasonable assurance. The Directors and Management confirm that the internal financial controls are adequate with respect to size and operations of the Company. The Company has established adequate internal 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-viz the internal controls policies and procedures and the deviations if any are reported and corrective actions are taken appropriately.

Details of appointment re-appointment of directors retire by rotation and of Independent directors are provided elsewhere in this report.

The Composition of the Audit committee is given in the Corporate Governance Report. Board has accepted all the recommendations made by the Audit Committee during the year 2018-19. In the preparation of financial statements no treatment different from that of prescribed accounting standards has been followed. The Company has complied with the applicable secretarial standards.

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

Particulars pursuant to Section 197(12) and the relevant rules are given in the Annexure 5.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy which protects persons who uses the mechanism from victimization and allows direct access to the Chairman of the Audit Committee if required. The Policy is posted in the website of the Company.

REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee the Board has approved the Remuneration Policy of the Company for selection and appointment of Directors and senior management personnel their remuneration succession plans Board diversity and the salient features of same is enclosed as Annexure 6 to this report. Weblink to access the policy is http://www.supersales.co.in/policies.html

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance is enclosed as Annexure 7.

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

In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial 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 employee has drawn remuneration in excess of the remuneration drawn by the Managing Director and holds by himself or along with his spouse and dependent children not less than two percent of equity share capital of the Company.

List of top 10 employees based on salary drawn is enclosed as Annexure 8.

Company is not paying any commission to the directors and Whole time director/Managing Director.

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

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 to 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 financial year - Nil

ADDITIONAL DISCLOSURES

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

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

GENERAL

The Directors place on record their sincere thanks to all the Principals for their whole hearted cooperation and to the bankers of the Company for their financial assistance. Directors also wish to thank the customers for their support and confidence reposed in the Company and to the employees at all levels for their cooperation and dedication.

For and on behalf of the Board
SANJAY JAYAVARTHANAVELU
CoimbatoreChairman
20th May 2019DIN 00004505