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Superhouse Ltd.

BSE: 523283 Sector: Others
NSE: SUPERHOUSE ISIN Code: INE712B01010
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OPEN 229.55
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VOLUME 713
52-Week high 254.75
52-Week low 144.50
P/E 8.59
Mkt Cap.(Rs cr) 253
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 229.55
CLOSE 225.65
VOLUME 713
52-Week high 254.75
52-Week low 144.50
P/E 8.59
Mkt Cap.(Rs cr) 253
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Superhouse Ltd. (SUPERHOUSE) - Director Report

Company director report

To

The Shareholders Superhouse Limited Kanpur.

The Board of Directors are pleased to present the Company's forty one Annual Report andthe Company's audited financial statements (standalone and consolidated) for the financialyear ended March 31 2021

Financial Results

The Company's financial performance for the year ended March 31 2021 is summarizedbelow: -

PARTICULERS STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
Rs. in Lakhs Rs. in Lakhs Rs. In Lakhs Rs. in Lakhs
Revenue from Operations 45395.84 52036.33 53674.66 60867.22
Other Income 627.10 1204.33 840.91 1297.97
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 4903.26 5317.77 5678.22 5848.60
Less: Depreciation/ Amortization/ Impairment 1440.22 1372.58 1532.87 1477.56
Profit /loss before Finance Costs Exceptional items and Tax Expense 1520.76 924.87 1881.63 984.26
Less: Finance Costs 971.14 1510.16 1131.86 1693.39
Profit /loss before Exceptional items and Tax Expense 2491.90 2435.03 3013.49 2677.65
Add/(less): Exceptional items 0 0 0 0
Profit /loss before Tax Expense 2491.90 2435.03 3013.49 2677.65
Less: Tax Expense (Current & Deferred) 528.21 4.80 573.94 53.23
Profit /loss for the year (1) 1963.69 2430.23 2439.55 2624.42
Total Comprehensive Income/loss (2) 45.52 (39.73) 45.42 (39.73)
Total (1+2) 2009.21 2390.50 2485.07 2584.69
Balance of profit /loss for earlier years 17529.08 15371.19 21329.16 18414.05
Less: Transfer to Reserves 100.00 100.00 100.00 100.00
Less: Dividend paid on Equity Shares
(including Dividend Distribution Tax) 88.20 132.91 88.20 132.91
Add: Share of profit (after tax) of Associates 0 0 358.43 565.28
Adjustment/related to investment properties 0 0 0 (1.95)
Balance carried forward 19350.09 17529.08 23984.46 21329.16

Dividend and Reserves: -

Your Directors are pleased to recommend a final dividend of Rs. 1.00 per equity share(previous year Rs. 0.80 per equity share) on the equity share capital of the company forthe financial year ended 31st March 2021. Dividend is subject to approval of members atthe ensuing annual general meeting and shall be subject to deduction of Income Tax atsource. The dividend recommended is in accordance with the company's Dividend DistributionPolicy. The policy is available on the company's website and can be accessed athttp://superhouse.in/pdf/Dividend-Distribution-Policy.pdf

Financial Performance:-

The company achieved the sales and other Income of Rs. 460.23 crores against Rs. 532.40crores reported last year. The Profit before tax was Rs. 24.92 crores and profit after taxwas Rs. 19.64 crores during the year under review as compared to Rs. 24.35 crores and Rs.24.30 crores respectively during previous year. Earnings per share decreased from Rs.22.04 per share during the previous year to Rs. 17.81 per share during the year underreview. Further the company achieved a consolidated sales and other Income of Rs 545.16crores against Rs. 621.65 crores reported last year. The Profit before tax was Rs. 30.13crores and profit after tax was Rs. 24.39 crores during the year under review as comparedto Rs. 26.78 crores and Rs. 26.24 crores respectively during previous year. Theconsolidated earning per share decreased from Rs. 23.80 per share during previous year toRs. 22.13 per share during the year under review.

Credit Rating :-

During the year under review the ACUITE Rating Agency assigned the long term rating of`ACUITE A'- (read as ACUITE A minus) and short term rating of `ACUITE A2+' (read as ACUITEA two plus) on the bank borrowings of the company

Material changes affecting the company:

Except COVID-19 impact on normal business by way of interruption in production salesand other operational activities due to lockdown instructions issued by the Central andState Government there has been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisReport. There has been no change in the nature of business of the Company.

Subsidiary Companies Joint Venture and Associate Companies:-

The Company is having seven subsidiary companies namely M/s Superhouse (UK) LimitedM/s Superhouse (USA) International Inc M/s Superhouse Middle East FZC M/s BriggsIndustrial Footwear Limited UK M/s Linea De Seguridad S.L.U Spain M/s Superhouse GmbhGermany and M/s LA Compagnie Francaise De Protection SARL and five Associates namely M/sUnnao Tanneries Pollution Control Company M/s Steven Construction Limited M/s AminInternational Limited M/s Knowldgehouse Limited and M/s Creemos International Limited.There is no joint venture of the company. During the year no company becomes or ceased tobe company's subsidiary joint venture or Associates Company.

The Company will make available the annual accounts of subsidiaries and the relatedinformation to any member of the Company who may be interested in obtaining the same. Theannual accounts of subsidiaries will also be kept for inspection by any member of theCompany at the registered office of the Company and that of the respective subsidiaries.The Financial Statements including Consolidated Financial Statement and separateFinancial Statement in respect of each of its subsidiaries have also been placed on thewebsite of the company. A statement containing salient features of the Financial Statementof subsidiaries/ associates companies is farming part of the Annual Financial Statement.The policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link:http://superhouse.in/pdf/Policy-for-determining-Material-Subsidiary.pdf.

Consolidated Financial Statement:-

In accordance with the provisions of the Companies Act 2013 (“the Act”) andInd AS 110 - Consolidated Financial Statements read with Ind AS 28 - investments inAssociates the audited consolidated financial statement are provided in the AnnualReport.

Secretarial Standards :-

The Directors state that Secretarial Standards i.e. SS-1 SS-2 SS-3 and SS-4 relatingto ‘Meetings of the Board of Directors' ‘General Meetings' `Dividend' andReport of Board of Directors respectively have been duly followed by the Company.

Directors' Responsibility Statement:-

Your Directors state that: a) in the preparation of the annual accounts for the yearended March 31 2021 the applicable accounting standards read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the same; b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the profit of the Company for the year ended on that date; c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a ‘going concern' basis; e) the Directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f) the Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

Management Discussion and Analysis:-

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.

Corporate Governance:-

During the year under review the company has taken necessary steps to comply with therequirements of the Corporate Governance Code and a Report on the Corporate Governanceforms part of this Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.

Internal Financial Controls:-

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Corporate Social Responsibility:-

The Corporate Social Responsibility Committee comprises Mr. Mukhtarul Amin ChairmanMr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as members. The Corporate SocialResponsibility Committee (CSR Committee) has formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board. The Corporate SocialResponsibility Policy may be accessed on the Company's website at thelink:http://superhouse.in/pdf/CSR-Policy.pdf. To attain its Corporate SocialResponsibility (CSR) objectives in a professional and integrated manner the company hasidentified the promotion of Education Healthcare and Environment Sustainability as itsfocus areas.

In Education the endeavors of the company are to spark the desire of learning andknowledge at every stage through quality primary education formal schools facility forpreparation of higher education and development of sports skills. The proper arrangementshave been made for free education of the financially weaker section of the society. Thecompany is also assisting in skill development by providing on the job and vocationaltraining.

In Healthcare the endeavors of the company are to eradicate hunger poverty andmalnutrition and promoting Healthcare including preventive health care.

In Environmental Sustainability the endeavors of the company are:- 1. To ensureenvironmental sustainability by adopting best ecological practices and encouragingconservation/judicious use of water and other natural re-sources. 2. To use environmentfriendly and safe process in production. 3. To create a positive fast print within thesociety by creating inclusive and enabling infrastructure/environment for livablecommunities. 4. To run primary and secondary treatment plants for the disposal of effluentwaste.

During the year the Company has made the provision of Rs. 49.71 lacs (around 2% of theaverage net profit of last three financial years) for CSR expenditure. However the actualexpenditure of Rs. 73.88 lacs (Rs. 21.53 lacs related to previous year) incurred duringthe year under review Annexure-I to this report.

Directors and Key Managerial Personnel:-

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Mohammad Shadab (DIN:00098221) and Mr. Vinay Sanan (DIN:00014536) Directorsof the Company retire by rotation at the ensuing Annual General Meeting and beingeligible they offered themselves for re-appointment. No key managerial personnel wasappointed or resigned during the year except Mr. Krishna Dutt Misra was appointed asChief Financial Officer (CFO) on 14th August 2020 in place of late Mr. Anil KumarAgarwal who expired on 21st August 2020 and ceased to be a Wholetime Director.

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities with the Company the nature of theindustry in which the Company operates the business model of the Company and relatedmatters are also put up on the website of the Company at thelink:http://www.superhouse.in/pdf/FamiliarizationProgrammesfor Independent Directors.pdf

The Company has devised the following Policies/Criteria viz: a) Policy for selection ofDirectors and determining Directors' independence; b) Remuneration Policy for DirectorsKey Managerial Personnel and other employees and c) Criteria of making payments toNon-Executive Directors. The aforesaid policies/criteria are put up on the Company'swebsite and can be accessed athttp://superhouse.in/pdf/Policy-for-Selection-of-Directors.pdfhttp://superhouse.in/pdf/Remuneration-Policy-for-Directors.pdf andhttp://superhouse.in/pdf/Criteria-of-making-payments-to-Non-Executive-Directors.pdf.

The Policy for selection of Directors and determining Directors' independence sets outthe guiding principles for the NR Committee for identifying persons who are qualified tobecome Directors and to determine the independence of Directors in case of theirappointment as Independent Directors of the Company. The Policy also provides for the

6 factors in evaluating the suitability of individual Board members with diversebackground and experience that are relevant for the Company's operations. The RemunerationPolicy for Directors Key Managerial Personnel and other employees sets out the guidingprinciples for the NR Committee for recommending to the Board the remuneration of theDirectors Key Managerial Personnel and other employees of the Company. Criteria of makingpayment to Non-Executive Directors set out the guiding principles for the payment toNon-Executive Directors.

Meetings of the Board:-

Five meetings of the Board of Directors were held during the year. The details of themeeting of board of directors and various committees are given in the Corporate GovernanceReport.

Performance Evaluation:-

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. The Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Board Committees. A structuredquestionnaire was prepared after circulating the draft forms covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance. The performance evaluation of the Chairman and Managing Director and theNon-Independent Directors was carried out by the Independent Directors. The evaluation ofindependent directors was done by the entire board of directors which include performanceof the directors fulfillment of the independence criteria and their independence from themanagement. The Directors express their satisfaction with the evaluation process.

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 thepolicy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at the linkhttp://superhouse.in/pdf/Policy-on-Materiality.pdf There were no materially significantrelated party transactions which could have potential conflict with interest of theCompany at large. Your Directors draw attention of the members to Note 47 to the financialstatement which sets out related party disclosures.

Investor Education and Protection Fund (IEPF)

In compliance with the provisions of Sections 124 and 125 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘IEPF Rules') as amended from time to time theCompany has deposited a sum of Rs. 1964163.00 into the specified bank account of theIEPF Government of India towards unclaimed / unpaid dividend amount for the financialyear ended 31st March 2013.

As per the said Rules the corresponding equity shares in respect of which Dividendremains unclaimed / unpaid for seven consecutive years or more are required to betransferred to the Demat Account of the IEPF Authority. During the year under review theCompany has transferred 39951 underlying Equity Shares to the Demat Account of the IEPFAuthority in compliance with the aforesaid Rules.

SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS

During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2021 which wouldimpact the going concern status and future operations of your Company. The details oflitigation on tax matters are disclosed in the Auditor's Report and Financial Statementswhich forms part of this Annual Report.

Risk Management: -

The details about the development and implementation of risk management policy of thecompany including elements of risk are given in the Corporate Governance Report.

Vigil Mechanism: -

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Regulations includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman of the Audit Committee. The vigil mechanism and whistle blowerpolicy may be accessed on the Company's website at the link:http://superhouse.in/pdf/Vigil-Mechanis-and-Whistle-Blower-Policy.pdf

Particulars of Loans given Investments made Guarantees given and Securities provided:-

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statement.

Annual Return: -

Annual Return of the Company as on 31st March 2021 is available on the company'swebsite and can be accessed at http://superhouse.in/pdf/ annualreturn2020-21.pdf.

Particulars of Employees and Related Disclosures: -

There were 1338 permanent employees with the company as on 31st March 2021.

The percentage increase in remuneration ratio of remuneration of each director and keymanagerial personnel (KMP) to the median of employees' remuneration and the list of top10 employees in terms of remuneration drawn as required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of Annexure II to this Board's report.

Conservation of Energy: -

Your Company is engaged in the manufacture of Finished Leathers Leather Goods andTextile Garments and consumption of energy in these industries is not significant ascompared to that of in other industries. However the Company is making continuous effortsto conserve energy wherever possible by economizing on the use of power and fuel infactories and offices. The company is using electricity and generators as sources ofenergy. The company has not made specific capital investment for the reduction ofconsumption of energy.

Technology Absorption:-

The company is carrying on the research and development understanding the customerneeds and preferences for design quality and comfort on a regular way. Improvement ofoverall product performance by implementing the planned strategies bringing in newdevelopments and product improvements based on consumer research have helped your Companyto achieve excellent working results and improve the competitive strength of the company.The use of modern technology and newest materials not only guarantee world class qualityproducts at reasonable price but also caters to the fashion needs of the customers whilemeeting the ever changing market requirements. The company has incurred expenditure of Rs.69.02 lacs which are 0.15% of total turnover for the Research and Development Activitiesduring the year as compared to Rs. 69.53 lacs which were 0.13% of total turnover incurredduring the previous year.

The company is not using imported technology. However Imported Plants and Machineriesare also being used by the company.

Foreign Exchange Earnings & Outgo: -

Your company continues to enjoy the status of a Government of India

Recognized Trading House. Continuous efforts are being made to identify the newmarkets. The company earned Foreign Exchange of Rs. 31884.24 lacs during the year incomparison to previous year of Rs. 38762.04 lacs. During the year the total ForeignExchange outgo was Rs. 5853.75 lacs as compared to Rs. 6777.38 lacs during the precedingfinancial year.

Statutory Auditors: -

M/s. Rajeev Prem and Associates Chartered Accountants were appointed as Auditors ofthe Company for a term of 5 (five) consecutive years at the Annual General Meeting heldon September 29 2017. They have confirmed that they are not disqualified from continuingas Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Secretarial Auditor:-

The Board has appointed M/s. Banthia & Company Precticing Company Secretaries toconduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report forthe financial year ended March 31 2021 is annexed herewith marked as Annexure III tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Companies Act 2013 and Rules framed thereunder with respect to theCompany's nature of business.

Audit Committee:-

The Audit Committee Comprises Independent Directors namely Mr. Dilip Kumar DheerChairman Mr. Syed Javed Ali Hashmi and Mr. Kamal Agarwal as other members. All therecommendations made by the Audit Committee were accepted by the Board.

General:-

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme. There is no change in the Capital Structure of the Company during the Year.

4. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries except Mr. Mukhtarul AminChairman and Managing Director of the company received remuneration/commission of Rs. 9.02lacs from M/s Briggs Industrial Footwear Limited U. K. subsidiary of the company duringthe year (previous year Rs. 6.88 lacs).

6. The company has no information about any Corporate Insolvency Resolution Processinitiated against the Company under the Insolvency and Bankruptcy Code 2016 except M/SJasch Plastics India Limited filed an application before the National Company LawTribunal Allahabad Bench Allahabad for the recovery of disputed amount of Rs. 10.71lacs. The company has not accepted the claim and filed the suitable reply before theTribunal. Further The Central Government on 24th March 2020 via MCA Notification S.O.1205 (E) under proviso to Section 4 of Insolvency Bankruptcy Code 2016 enhanced the“minimum default threshold from INR One Lakh to INR One Crore”. The saidnotification has come into force on 24th March 2020.

7. No fraud was reported by the auditors under sub-section (12) of Section 143.

Prevention of Sexual Harassment at the Workplace

The company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. During theyear under review there was no complaint filed pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgement: -

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

For and on behalf of the Board
Place : KANPUR MUKHTARUL AMIN
Date :14th August 2021 Chairman
DIN : 00012108

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