The Dear Members
Your Board of Director is pleased to share with you the Business Performance under eachof its strategic pillars along with the Audited Financial Statements for the financialyear ended 31st March 2019.
|Particulars ||Standalone ||Consolidated |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
| ||(Amount in Rs.) ||(Amount in Rs.) ||(Amount in Rs.) ||(Amount in Rs.) |
|Revenue from operation ||43952588 ||25580101 ||174604833 ||133381155 |
|Other Income ||1164747 ||6557877 ||11844351 ||11556650 |
|Total Revenue ||45117335 ||32137978 ||186449184 ||144937805 |
|Expenses ||49709365 ||33121683 ||195623658 ||153673000 |
|Profit/(loss) before exceptional item extraordinary item and Tax ||(4592030) ||(983705) ||(9174474) ||(8735195) |
|Exceptional Item ||Nil ||11220 ||Nil ||11220 |
|Profit & Loss before Extra Ordinary items and tax ||(4592030) ||(972485) ||(9174474) ||(8723975) |
|Extraordinary items ||Nil ||Nil ||Nil ||Nil |
|Current Tax ||Nil ||Nil ||3368 ||4382 |
|Profit/ (Loss) for the period ||(4592030) ||(972485) ||(9177842) ||(8728357) |
During the fiscal year ended 31st March 2019 as per Standalone financial Statementrevenue from operation was Rs. 4.39 cr. as compared to Rs. 2.55 cr. in previous year. TheCompany continues to take effective steps in broad-basing range of activities. The Companyhas made a loss of Rs. 45.92 lakhs during the current financial year as against the lossof Rs. 9.72 lakhs in previous financial year. Your Management is putting their best effortto turnaround the company into profit.
INFORMATION PURSUANT TO SECTION 134(3) OF COMPANIES ACT 2013: SUBSIDIARY COMPANIES -MONITORING FRAMEWORK:
The Company monitors performance of its subsidiary company inter-alia by thefollowing means:
i. The Audit Committee reviews financial statements of the subsidiary companies alongwith investments made by them.
ii. The Board of Directors reviews the Board Meeting minutes and statements of allsignificant transactions and arrangements if any of subsidiary companies.
Pursuant to Section 129 (3) of the Companies Act 2013 and Accounting Standard- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the financial statements of its subsidiary andits Associate Company.
Superior Industrial Enterprises Limited is the holding Company of Babri Polypet Pvt.Ltd. and its associate company is Hindustan Aqua Private Limited.
Further a separate statement containing the salient features of the financialstatements of subsidiary and Associate of the Company in the prescribed form AOC-1 hasbeen given as Annexure to the Balance Sheet.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of Subsidiary andAssociates included in the Consolidated Financial Statements is attached and forms part ofthis report.
Information in this respect can also be referred in form AOC- 1 which has beendisclosed in the Consolidated Financial Statements.
AMOUNT TRANSFERRED TO RESERVES: During the year under review there was no profit to betransferred to the reserves of the Company.
DEPOSITS: our Company has no unclaimed / unpaid matured deposit or interest duethereon. Your Company has not accepted any deposits covered under Chapter V -Acceptance of Deposits by Companies' under the Companies Act 2013 during the financialyear ended March 31 2019.
DIVIDEND: Pursuant to the requirements of the regulation 43A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and keeping in view the futurerequirements of funds by the Company for its proposed growth and expansion the Boardexpresses its inability to recommend any dividend from the available profit during theyear under review.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE: Pursuant to the provisions ofSexual Harassment of Women at Work place (Prevention Prohibition and Redressal) Act 2013and rules made there under your Company has adopted a policy and during the year nocomplaints of Sexual Harassment of women at work place has been reported or received.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF REPORT:
Subsequent to the end of the financial year on March 31 2019 till date there has beenno material change and/or commitment which may affect the financial position of theCompany.
RELATED PARTY TRANSACTIONS: Your Company has formulated a policy on related partytransactions which is also available on Company's website. This policy deals with thereview and approval of related party transactions. The Board of Directors of the Companyhad approved the criteria for making the omnibus approval by the Audit Committee withinthe overall framework of the policy on related party transactions.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Directors had laid down internalfinancial controls to be followed by your Company and such policies and procedures adoptedby the Company for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information. The Audit Committeeevaluates the internal financial control system periodically.
MANAGEMENT DISCUSSION AND ANALYSIS: Management's Discussion & Analysis Reportfor the year under review as stipulated under regulation 34(2)(e) of SEBI (ListingObligation And Disclosure Requirement) Regulation 2015 is presented as Annexure-I formingpart of the Director's Report.
CORPORATE GOVERNANCE: Maintaining high standards of Corporate Governance hasbeen fundamental to the business of your Company since its inception. A separate report onCorporate Governance is provided. The Corporate Governance Report for the Financial yearended 31st March 2019 giving the details as required under Regulation 34(3) read withClause C of Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 is given separately as Annexure-II.
The Corporate Governance Certificate for the financial year ended 31st March 2019issued by M/S Bhala & Bhala Statutory Auditor of the Company is annexed as Annexure-III.
Mr. Kamal Agarwal Managing Director and Mr. Raushan Kumar Sharma Chief FinancialOfficer of the Company have given their certificate under Regulation 17(8) read with PartB of Schedule II of SEBI (LODR) regarding Annual Financial Statements for the financialyear ended 31st March 2019 which is annexed as Annexure IV.
The Managing Director has given certificate under Regulation 34(3) of SEBI-LODR readwith Part D of Schedule V of SEBI-LODR regarding compliance with the Code of conducts ofthe Company for the financial year ended 31st March 2019 which is attached as Annexure-V.
SECRETARIAL AUDIT: The Secretarial Audit was carried out by M/s. Arvind Kushwaha& Associates Company Secretaries (PCS Registration No. 16758) for the financial yearended 31st March 2019. The Report given by the Secretarial Auditors is annexed as Annexure VI and forms an integral part of this Board's Report.
In terms of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Audit Committee recommended and theBoard of Directors appointed M/s. Arvind Kushwaha & Associates Company Secretaries(PCS Registration No.16758) as the Secretarial Auditors of the Company in relation to thefinancial year ending 31st March 2019. The Company has received their written consentthat the appointment is in accordance with the applicable provisions of the Act and rulesframed thereunder.
Further M/s Vimal Chadha & Associates Company Secretaries has provided theCertificate of Annual Secretarial Compliance Report as per the SEBI Circular SEBICIR/CFD/CMD1/27/2019 dated February 08 2019 and the report is attached alongwith "AnnexureVI" forms part of Director's Report. Your Directors state that the applicablesecretarial standards pursuant to section 118 of the Companies Act 2013 as prescribed bythe Institute of Company Secretaries of India have been complied for the financial year2018-19.
EXTRACT OF ANNUAL RETURN: The extract of the Annual Return of the Company isannexed as Annexure- VII and forms an integral part of this Board's Report.The Annual Return is hosted on the website of the company at www.superiorindustrial.in.
STATUTORY AUDITOR: As per Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in its 26th Annual General Meeting heldon 28th September 2017 approved the appointment of M/s. Bhala & Bhala CharteredAccountants as the Statutory Auditors of the Company for an initial term of 5 years i.e.from the conclusion of 26th Annual General Meeting till the conclusion of 31st AnnualGeneral Meeting of the Company. In accordance with the Companies Amendment Act 2017enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointment ofStatutory Auditors is not required to be ratified at every Annual General Meet The Reportgiven by M/s. Bhala & Bhala Chartered Accountants on the financial statements of theCompany for the year 31st March 2019 is part of the Annual Report. There has been noqualification reservation or adverse remark or disclaimer in their Report. During theyear under review the Auditors had not reported any matter under Section 143 (12) of theAct therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
COST AUDITOR: As per Section 148 of the Companies Act 2013 read with Rules framedthereunder the Audit Committee recommended and the Board re-appointed M/s Mahesh Singh& Company as Cost Accountants to conduct cost audit of the accounts maintained by theCompany in respect of the various products prescribed under the applicable Cost AuditRules for the Financial Year ended 31st March 2019.
The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed thereunder. The remuneration ofCost Auditors has been approved by the Board of Directors on the recommendation of AuditCommittee and in terms of the Act and Rules thereunder requisite resolution forratification of remuneration of the Cost Auditors by the members has been set out in theNotice of the 28th Annual General Meeting of your Company.
STATEMENT OF PARTICULARS OF EMPLOYEES: Disclosures with respect to the remunerationof Directors and employees as required under Section 197 of the Act and Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (Rules) havebeen appended as Annexure to this report. Details of employee remuneration as requiredunder provisions of Section 197 of the Companies Act 2013 and Rule 5(2) and 5(3) of theRules are available at the Registered Office of the Company during working hours 21 daysbefore the Annual General Meeting and shall be made available to any shareholder onrequest.
None of the top ten employees drew remuneration of Rs. 10200000/- or more per annumor Rs. 850000/- or more per month during the financial year 2018-19 under Section 197 ofCompanies Act 2013 and Rule 5 (1) Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 has been appended as Annexure VIII to this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Particularswith respect to conservation of energy technology absorption and foreign exchangeearnings and outgo as are required under Section 134(3) (m) of the Companies Act 2013read with Rule 8(3) of Companies (Accounts) Rules 2014 are given in "AnnexureIX" to the Directors' Report.
LOAN GUARANTEE AND INVESTMENTS: In terms of Section 186 of the Companies Act 2013and Rules framed thereunder details of the Loans given and Investments made by yourCompany have been disclosed as Annexure X.
BOARD INDEPENDENCE: Our definition of Independence' of Directors is derivedfrom Section 149(6) of the Companies Act 2013 and Regulation 16 of the ListingRegulations. Based on the confirmation/ disclosures received from the Directors and onevaluation of the relationships disclosed two Non-Executive Directors are Independent.Statement on declaration is also annexed as Annexure-XI.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT: The Statutory Auditors Cost Auditors of the Company havenot reported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder. Secretarial Auditorshave mentioned certain non compliances made by the Company in their report.
INDIAN ACCOUNTING STANDARDS (IND AS): Your Company with effect from 1st April 2017had adopted Ind AS pursuant to Ministry of Corporate Affairs notification dated 16thFebruary 2015 notifying the Companies (Indian Accounting Standard) Rules 2015.
DISCLOSURE ON VIGIL MECHANISM: The Company has established a vigil mechanismthrough which directors employees and business associates may report unethical behaviormalpractices wrongful conduct fraud violation of Company's code of conduct without fearof reprisal. The Company has set up initiative under which all Directors employeesbusiness associates have direct access to the Chairman of the Audit committee. Furtherinformation on the subject can be referred to in section "Disclosures"-Whistle-Blower Policy/ Vigil Mechanism of the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT: Section 134(3)(c) read with section 134(5) ofCompanies Act 2013 and provisions of SEBI(Listing Obligation And DisclosureRequirement)Regulations 2015 and in preparation of annual accounts for the financial yearended 31st March 2019 and state that:
in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departures have been made from the same;
they have selected such accounting policies and applied them consistently andmade 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 profits of the Company for that period;
they have 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;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and
they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
GREEN INITIATIVES: The Annual Report and other shareholder communications are allavailable in electronic as well as paper format. We would like to take this opportunity toencourage you to consider receiving all shareholder communications electronicallyincluding future notices of meeting.
APPRECIATION: Your Directors record their sincere appreciation of the dedicationand commitment of all employees in achieving and sustaining excellence in all areas ofbusiness. Your directors thank the shareholders customers suppliers and bankers andother stakeholders for their continuous support to the Company.
| || ||For and on behalf of Board |
| || ||Superior Industrial Enterprises Limited |
|Date: 13-08-2019 ||Sd/- ||Sd/- |
|Place: New Delhi ||Kamal Agarwal ||Krishna Kumar Agarwal |
| ||Managing Director ||Director |
| ||DIN: 02644047 ||DIN: 06713077 |