DIRECTORS' REPORT Dear Shareholder, The Directors of your Company have pleasure in presenting the 31st Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31st March, 2015 : DIVIDEND: The Board of Directors of your Company take pleasure to recommend a dividend of Rs. 0.05 (5%) per Equity Shares of Re. 1/- each for the year ended 31st March, 2015 subject to the approval of shareholders at the ensuing Annual General Meeting. This will absorb a sum of Rs 53.99 lacs towards dividend for the year besides Rs. 9.17 lacs towards tax on Dividend. The dividend (inclusive of tax), if approved, shall result in a payout of 5.92% of current year's profit available for appropriation. This makes the Management investor friendly and creates more confidence to keep the investors' interest at heart. EXTRACT OF ANNUAL RETURN: The extract of Annual Return as provided under sub-section (3)of section 92 of the Companies Act,2013('the Act')in prescribed form MGT-9 is enclosed as Annexure "A"to this report. OPERATIONAL REVIEW: During the year under review, the income from operation of the company was Rs. 31,565.38 lacs as against Rs. 35,095.28 lacs during the last financial year, shows marginal decline growth in the operational income by Rs. 3,529.29 lacs which work out to 10.06%. Besides decline growth in the operational income, the company's Gross Profit has improved (profit before interest, depreciation and extra ordinary items) by Rs. 2,712.56 Lacs as compared to Rs. 2,318.14 lacs during the last financial year. The company overall growth is satisfactory despite recession in the market. SUBSIDIARY COMPANIES: The Company has four subsidiaries namely: Super Corporation Limited, Super Tannery (UK) Limited, Aarifi Tanners Limited and Safety Solutions s.r.o. Pursuant to the General exemption granted under Section 212 (8) of the Companies Act, 1956, by Government of India, Ministry of Corporate Affairs, vide General Circular No.2/2011, the Profit and loss account for the year ended 31.03.2015 and Balance Sheet as on that date, in respect of the subsidiaries of the Company have not been attached to the Annual Report of the Company. However, the requisite information for each subsidiary, as stipulated vide above General Circular No. 2/2011, has been disclosed in the prescribed form AOC-1 . The Annual Accounts of the subsidiary companies and related detailed information will be made available to the holding and subsidiary Company investors seeking such information. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the head office of the Company and the subsidiary concerned. INDUSTRIAL RELATIONS: During the period industrial relations have been extremely cordial. Employees' cooperation and coordination had been an important factor in the growth of the organization. FIXED DEPOSITS: The Company has not accepted/renewed any deposit during the year under review, under the provisions of the Companies Act, 2013 and the rules framed thereunder. CLAUSE 32 OF THE LISTING AGREEMENT: As per the amended Listing Agreement, it is hereby disclosed that the Equity shares of the Company are listed at Bombay Stock Exchanges. Pursuant to Board meeting held on 27th Feb 2010, the company has applied for listing of its shares at National Stock Exchange. The application is in process. The company is in regular follow up with National Stock Exchange. Besides above the Board of Directors of its Meeting held on 16.06.2015 has proposed the Demerger of Unit-3 (Goat Tannery) with Amin Tannery Limited. HUMAN RESOURCES MANAGEMENT: Employees are vital to the Company. We have created a favorable work environment that encourages humble relationship. We have also set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees. The Company also has started with collaboration of UP Leather Industries Association a training centre for recruiting trained labours. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013: Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various intervention and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including Sexual harassment. During the year ended 31 March 2015, no complaint pertaining to sexual harassment was received by the Company. PARTICULARS OF EMPLOYEES A statement of particulars of employees as specified under the Companies Act, 2013 as amended from time to time, is set out in the Annexure forming part of Directors' Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO: The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m)of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 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 Tribunals during the previous year which may impact the going concern status of the Company's Operation in the future. WHISTLE BLOWER POLICY/VIGIL MECHANISM : To create enduring value for all stakeholders and ensure the highest level of honesty, and ethical behavior in all its operations, the Company has formulated a Vigil Mechanism named as SUPER Whistle Blower Policy' in addition to the existing code of conduct that governs the action of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, Unethical or inappropriate events(behaviors' or practices)that effect Company's interest/image. A copy of the Policy is available on the website of the Company and may be accessed through the web link www:htpp;//supertannery.com DIRECTORS &KMP : In terms of Article 125 of the Articles of Association of the Company, Mr. Imran Siddiqui, retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Besides this the Board of Directors appointed Mr. Yogendra Singh Katiyar as an Additional Director of the Company with effect from 29.05.2015, pursuant to section 161(1)of the Companies Act,2013 and Articles of Association of the Company. Mr. Yogendra Singh Katiyar will hold office up to the date of ensuing AGM of the Company. The Board ,upon the recommendation of Nomination and Remuneration Committee, appoint Mr. Yogendra Singh Katiyar as Whole Time Director and designated as Executive Director for a period of 3 years liable to retire by rotation w.e.f. 30.09.2015. His appointment as well as the payment of remuneration is subject to the approval of members at the ensuing AGM. Brief resume of all the Directors, their expertise in specific functional areas and names of other companies in which Directorship held and the membership of committee of the Board as stipulated under clause 49 of the listing Agreement are given in corporate governance annexure, attached to this report. DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section(6)of section 149 of the Companies Act,2013. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: For the purpose of selection of any Director, the Nomination &Remuneration Committee identifies persons of integrity who posses' relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any received from any member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act,2013 or other applicable laws. The Board has, on the recommendation of the Nomination &Remuneration Committee framed a policy for selection, appointment and remuneration of Directors &senior Management. The Remuneration policy of the Company is disclosed in the Corporate Governance Report, which forms a part of the report. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS: In compliance with the requirements of clause 49 of the listing Agreement, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the SUPER TANNERY limited- - Company, their roles rights responsibilities in the Company, nature of the Company in which Company operates, business model etc. REPORT ON CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure to this report. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) read with section 134(3)( c ) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards has been followed alongwith proper explanation relating to material departures; (ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis. CONSOLIDATED FINANCIAL STATEMENTS: In accordance with Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements which form part of Annual Reports and Accounts. These consolidated financial statements include accounts of Super Tannery (U.K.) Limited, Aarifi Tanners Limited, Super Corporation Limited & Safety Solutions s.r.o. AUDITORS: The Members of the Company vide passing a resolution at the 30th Annual General Meeting of the Company had appointed M/s. Kapoor Tandon & Company, Chartered Accountants, Kanpur (Registration No 000952C) as Auditor of the Company for a period of one year, now appointed for a period of 2 years effective from 2015-16,subject to ratification of their appointment at every Annual General Meeting. The Board of Directors recommends their re-appointment. COST AUDITOR: As requires under the Companies (Cost Accounting Records) Rules 2011,the Company filed the cost Audit Report along with Cost Compliance Report for the Financial year 2013-14in XBRL format. The Board subject to approval of Central Government has re appointed Mr. Arun Kumar Srivastava, practicing Cost Accountant, holding Membership No. 10467, allotted by The Institute of Cost Accountants of India, as Cost Auditor for conducting the Cost Audit for the Financial year 2014-15.The Audit Committee recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated in the MCA circular no.15/2011 dated11th April 2011 issued by the MCA. The Company has also received necessary certificate under section 141 of the Act 2013 conveying his eligibility for re-appointment. The remuneration fixed by the Board, based on the recommendation of the Audit committee is required to be ratified by the Members at the AGM as per the requirement of section 148(3) of the Act 2013. SECRETARIAL AUDITORS: 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 has appointed M/S K.N. Shridhar & Associates, Company secretary Kanpur to undertake the secretarial 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 2014-15 does not contain any qualification, reservation or adverse remark by the Auditors. LOANS, GUARANTEES & INVESTMENTS: The particulars of Loans, guarantees and investments have been disclosed in the financial statements. RELATED PARTY TRANSACTIONS: The policy on Related Party Transactions as approved by the Board is available on the website of the Company www.supertannery.com . All contracts/arrangements entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arm's length basis. The Audit Committee and the Board of Directors reviewed the transaction (which are repetitive 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 the standalone financial statement. The particulars of contracts or arrangements entered in to by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed as Annexure AUDITORS' REPORT: The comments of the Auditors in their Audit Report and reference to "Notes on Accounts" forming part of the Financial Results are self explanatory and need no further comments. ACKNOWLEDGMENT : Your Directors would like to express their gratitude and appreciation for the continued support and co-operation received from State Bank of India, Central & State Government Authorities, Regulatory Bodies, Stock Exchanges and Shareholders. Your Directors wish to place their deep sense of appreciation on the record for the devoted services of the officers, staff and workers of the Company. On behalf of the Board of Directors IFTIKHARUL AMIN Managing Director IQBAL AHSAN Jt. Managing Director Place : KANPUR Date : 13.08.2015 |