The Directors of your Company have pleasure in presenting the 36th Annual Report on thebusiness and operations of the Company together with Audited Financial Statements for theyear ended 31st March 2020:
|FINANCIAL RESULTS ||Year ended 31.03.2020 Rs in lacs ||Year ended 31.03.2019 Rs in lacs |
|PROFITS: || || |
|Profit before Interest Depreciation & extra-ordinary items ||1715.40 ||1763.95 |
|Less: Interest ||670.33 ||629.86 |
|Depreciation ||570.28 ||596.32 |
|Exchange Fluctuation Loss/(gains) ||19.55 ||68.40 |
| ||90.75 ||46.13 |
|Bad Debts written off ||1350.91 ||1340.71 |
|Profit before tax ||364.49 ||423.24 |
|Less: Provision for current tax ||100.00 ||165.00 |
|Provision for deferred tax ||(182.99) ||69.30 |
| ||(1.75) ||(23.75) |
|Income Tax relating to earlier Years ||(84.74) ||210.55 |
|Profit after tax ||449.23 ||212.69 |
|Add: Profit brought forward from previous year ||1834.11 ||1614.19 |
| ||(40.57) ||7.23 |
|Other Comprehensive Income ||1793.54 ||1621.42 |
|Profit available for appropriation ||2242.77 ||1834.11 |
|APPROPRIATIONS: || || |
|(a) Transfer to General Reserve ||0000 ||0000 |
|(b) Proposed Dividend ||0000 ||0000 |
|(c) Provision for tax on Proposed Dividend ||0000 ||0000 |
|(d) Balance carried over to next year ||2242.77 ||1834.11 |
| ||2242.77 ||1834.11 |
NOTE : Figures of the previous year have been re-grouped/re-arranged in order to makethem comparable.
The Board of Directors of your Company have not recommend dividend for the year ended31st March 2020.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return as provided under sub-section (3)of section 92 of theCompanies Act2013('the Act')in prescribed form MGT-9 is enclosed as Annexure"A"to this report.
During the year under review the income from operation of the company was Rs 18685.08lacs as against Rs 19892.05 lacs during the last financial year shows decline theoperational income by Rs1206.97 lacs . Besides decline the operational income thecompany's Gross Profit has also being declined due to COVID 19. The company overall growthis satisfactory despite recession in the market.
The Company has five subsidiaries namely: Super Corporation Limited Aarifi TannersLimited Secure Safety Limited Super Tannery (UK) Limited and Super Italia s.r.l . TheFinancial statement including Consolidated Financial statement and separate statement inrespect of each of its subsidiaries have also been placed on the website of the Company. Astatement containing salient feature of the Financial Statement of subsidiaries/associatescompanies is forming part of Annual Financial statement. The Annual Accounts of thesubsidiary companies will be kept open for inspection by any investor at the head officeof the Company and the subsidiary concerned.
During the period industrial relations have been extremely cordial. Employees'cooperation and co-ordination had been an important factor in the growth of theorganization.
The Company has not accepted/renewed any deposit during the year under review underthe provisions of the Companies Act 2013 and the rules framed there under.
HUMAN RESOURCES MANAGEMENT:
Employees are vital to the Company. We have created a favorable work environment thatencourages humble relationship. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees. The Company also has started with collaboration of UP Leather IndustriesAssociation a training centre for recruiting trained labours.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013:
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various intervention andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including Sexual harassment.
During the year ended 31 March 2020 no complaint pertaining to sexual harassment wasreceived by the Company.
GLOBAL HEALTH PANDEMIC FROM COVID-19
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (Covid-19) on February 11 2020.In enforcing social distancing to contain thespread of the disease our officers and employees have been operating for minimum or nostaff for extended period of time. To effectively respond and manage our operationsthrough this crisis the company triggered its business continuity management programchaired by the Chief Operating Officer. In keeping with its employee-safety-firstapproach the Company quickly instituted measures to trace all employees and be assured oftheir well-being.
PARTICULARS OF EMPLOYEES
A statement of particulars of employees as specified under the Companies Act 2013 asamended from time to time is set out in the Annexure forming part of Directors' Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE EARNING &OUTGO:
The particulars of Energy Conservation Technology Absorption etc. pursuant to Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are set out in the Annexure forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material orders were passed by the Regulators or Courts or Tribunalsduring the previous year which may impact the going concern status of the Company'sOperation in the future.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
To create enduring value for all stakeholders and ensure the highest level of honestyand ethical behavior in all its operations the Company has formulated a Vigil Mechanismnamed as SUPER Whistle Blower Policy' in addition to the existing code of conduct thatgoverns the action of its employees. This Whistle blower policy aspires to encourage allemployees to report suspected or actual occurrence(s) of illegal Unethical orinappropriate events (behaviors' or practices) that effect Company's interest/image. Acopy of the Policy is available on the website of the Company and may be accessed throughthe web link www:htpp;//supertannery.com
DIRECTORS & KMP:
In terms of Article 125 of the Articles of Association of the Company Mr. Arshad Khanand Mr. Mohd. Imran Directors of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for their re-appointments. Briefresume of all the Directors their expertise in specific functional areas and names ofother companies in which Directorship held and the membership of committee of the Board asstipulated under the listing Agreement are given in corporate governance annexureattached to this report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section(6)of section 149 of the Companies Act2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
For the purpose of selection of any Director the Nomination &RemunerationCommittee identifies persons of integrity who posses' relevant expertise experience andleadership qualities required for the position and also takes into considerationrecommendation i f any received from any member of the Board. The Committee also ensuresthat the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Companies Act2013 or other applicable laws.
The Board has on the recommendation of the Nomination &Remuneration Committeeframed a policy for selection appointment and remuneration of Directors &seniorManagement.
The Remuneration policy of the Company is disclosed in the Corporate Governance Reportwhich forms a part of the report.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 27 of the listing Agreement theCompany has put in place a Familiarization Programme for the Independent Directors tofamiliarize them with the Company their roles rights responsibilities in the Companynature of the Company in which Company operates business model etc.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 27 of the Listing Agreement a report on Corporate Governance isgiven in Annexure to this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) read with section 134(3)( c ) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed alongwith properexplanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 or loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2020 on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with Accounting Standard AS-21 on Consolidated Financial Statements yourDirectors have pleasure in attaching the Consolidated Financial Statements which form partof Annual Reports and Accounts. These consolidated financial statements include accountsof Aarifi Tanners Limited Super Tannery (U.K.) Ltd. Super Corporation Limited SecureSafety Limited and Super Italia s.r.l.
AUDITORS: M/s. Rajeev Prem & Associates Chartered Accountants Kanpur(Registration No 008905C) the statutory Auditors of the Company are retiring at theensuing Annual General Meeting and being eligible we recommend their re-appointment. Theyhave furnished a certificate to the effect that their re-appointment if made will be inaccordance with the provisions of Companies Act2013.
As requires under the Companies (Cost Accounting Records) Rules 2011 the requirementof Cost Audit report does not applicable to the Company as per MCA circular. Hence noreport was filed.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S K.N. Shridhar & Associates Company secretary Kanpur to undertake thesecretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "annexure B"
The Audit Report and the Secretarial Audit Report for the financial year 2019-20 doesnot contain any qualification reservation or adverse remark by the Auditors.
LOANS GURANTEES & INVESTMENTS:
The particulars of Loans guarantees and investments have been disclosed in thefinancial statements.
RELATED PARTY TRANSACTIONS:
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company www.supertannerv.com.
All contracts/arrangements entered by the Company during the previous financial yearwith the related parties were in the ordinary course of business and on arm's lengthbasis. The Audit Committee and the Board of Directors reviewed the transaction (which arerepetitive in nature) and the Audit Committee granted approval for such transactions.
The disclosures as required under AS-18 have been made in notes forming part of thestandalone financial statement. The particulars of contracts or arrangements entered in toby the company with related parties referred to in sub-section (1) of section 188of thecompanies Act 2013 has been disclosed in Form No. AOC-2 which is annexed hereto.
The comments of the Auditors in their Audit Report and reference to "Notes onAccounts" forming part of the Financial Results are self explanatory and need nofurther comments.
Your Directors would like to express their gratitude and appreciation for the continuedsupport and co-operation received from State Bank of India Central & State GovernmentAuthorities Regulatory Bodies Stock Exchanges and Shareholders.
Your Directors wish to place their deep sense of appreciation on record for the devotedservices of the officers staff and workers of the Company.