Dear Shareholder,
The Directors of your Company have pleasure in presenting the 39th Annual Report on the business and operations ofthe Company together with Audited Financial Statements forthe year ended 31* March 2023:
NOTE : Figures ofthe previous year have been re-grouped/re-arranged In artier to make them comparable. 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 forthe year ended 31st March, 2023.subject to approval of shareholders at the ensuing Annual general Meeting. The dividend if approved, shall result in a payout of 8.91% current year 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 ofthe Companies Act^OISCtheAct'Jin prescribed form MGT-9is uploaded on www.supertannery.com.
OPERATIONAL REVIEW:
During the year under review, the income from operation ofthe company was Rs 22,665.35 lacs as against Rs 22,259.18 lacs during the last financial year, shows improvement in the operational income by Rs. 406. lacs. The company overall growth is satisfactory despite recession inthemarket.
SUBSIDIARY COMPANIES:
The Company has Five subsidiaries namely: Super Corporation Limited,, Aarifi Tanners Limited, Secure Safety Limited, Super Tannery (UK) Limited and Super Italia s.r.l . The Financial statement including Consolidated Financial statement and separate statement in respect of each of its subsidiaries have also been placed on the website of the Company. A statement containing salient feature of the Financial Statement of subsidlaries/associates companies is forming part of Annual Financial statement. The Annual Accounts ofthe subsidiary companies will be kept open for inspection by any investor at the head office of the Company and thesubsidiary concerned.
INDUSTRIAL RELATIONS:
During the period industrial relations have been extremely cordial. Employees' cooperation and co-ordination had
been an importantfactor in the growth of the organization.
EXPORT AWARD:
The Company received during the year The State Export Award -Uttar Pradesh for the overall export performance for the year 2021-22 from the Hon'ble Chief Minister Mr. Yogi Adityanath.
FIXED DEPOSITS:
The Company has not accepted/renewed any deposit during the year under review, under the provisions of the Compan i es Act 2013andtherules f ram ed th ereun d er
CREDIT RATING:
During the year under review Care Rating Limited reaffirmed the I ong-term rating of BBB (-) on the bank borrowings of the Company.
MATERIAL CHANGES AFFECTING THE COMPANY:
There have been no material changes and commitments affecting thefinancial position of the Company between the end of financial year and date of Reports. There hasbeen no change in the nature of business of the Company.
SECRETARIAL STANDARDS:
The Directors state that the Secretarial standards i.e., SS-1, SS-2, SS-3 and SS-4 relating to Meetings of the Board of Directors, General Meeting, Dividend and Report of Board of Directors respectively, have been duly followed by the Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
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 atraining centerfor recruiting trained labors.
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 2023, no complaint pertaining to sexual harassment was received by the Company. PARTICULARS OF EMPLOYEES
A statement of particulars of employees as specified underthe 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, and 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 th e An nexu re forming part of this Report.
SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS:
No significant or material orders were passed by the Regulators or Courts orTribunals during the previous year which
may impact the going concern status of the Company's Operation in thefuture.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM:
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 Whistleblower 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 a ccessed throug h th e web I i nk www: htpp ;//su pertan n ery. com
DIRECTORS &KMP:
In terms of Article 125 oftheArticlesofAssociationofthe Company, Mr. Arshad Khan and Mr. Mohd. Imran, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers themself for their re-appointment. 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 the listing Agreement are given in corporate governance annexure, attached to this report.
DECLARATION BYINDEPENDENT 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 REMUENRATION:
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 Ssenior 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 Regulation 27 of the listing Agreement, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the 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 Regulation 27 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 2023, the applicable accounting standards have been followed along with 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 forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
<iv j That the Directors have prepared the accounts for the financial year ended 31st March 2023 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, Aarifl Tanners Limited, Super Corporation Limited Secure Safety Limited, and Super Italia s.r.I.
AUDITORS: M/s. Kapoor Tandon & Company Chartered Accountants, Kanpur (Registration No.000952C) the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible, we recommended their re-appointment. They have furnished a Certificate to the effect that their re- appointment if made, will be in accordance with the provisions of the Companies Act, 2013.
COSTAUDITOR:
As required underthe Companies (Cost Accounting Records) Rules 2011, the requirement of Cost Audit report does not applicable to the Company as per MCAcircular. Hence no report was tiled.
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 Kanpurto undertake the secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "MR3"
The Audit Report and the Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark by the Auditors.
LOANS, GURANTEES & INVESTMENTS:
The particulars of Loans, guarantees and investments have been disclosed in the financial statements.
RELATED PARTYTRANSACTIONS:
The policy on Related Party Transactions as approved by the Board is available on the website of tne Company www. su pertan nery. 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 188of the companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed hereto.
AUDITORS' REPORT:
The comments of the Auditors in their Audit Report and reference to "Notes on Accounts" forming partofthe Financial Results are self-explanatory and need nofurther comments.
ACKNOWLEDGEMENT:
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 record for the devoted services of the officers, staff and workers of the Company.