To the Members,
Your Board of Directors hereby present the 61st Annual Report of the Super Spinning
Mills Limited, on the business and operations of your Company along with audited financial
statements for the year ended 31st March, 2023.
Financial Highlights:
The highlights of the financial performance of your Company for the year ended 31st
March 2023 is as follows.
(Rs. In Lakhs)
Particulars |
31.03.2023 |
31.03.2022 |
| Revenue from operation |
8556.09 |
9344.53 |
| Other Income |
15.77 |
84.49 |
Total Revenue |
8571.86 |
9429.42 |
Earnings before Finance |
(760.14) |
987.75 |
Cost, Depreciation & Tax |
|
|
| Less: Finance Cost |
327.35 |
387.45 |
Earnings before Depreciation & Tax |
(1087.49) |
600.30 |
Less: Depreciation and amortization |
234.20 |
287.44 |
Profit/ (Loss) before Exceptional Items & Tax |
(1321.69) |
312.86 |
Add/Less: Exceptional Items |
(488.68) |
487.16 |
Add: Profit from Discontinued operations |
- |
- |
Profit / (Loss) before Tax |
(1810.37) |
800.02 |
Less: Current and deferred Tax |
- |
400.04 |
Less: Income tax/deferred tax pertaining to earlier years |
146.01 |
403.40 |
Less: MAT Credit Entitlement |
- |
(86.98) |
Add : Other Comprehensive Income |
- |
(46.94) |
Profit / (Loss) after Tax |
(1956.38) |
36.62 |
Review of Business Operations & Outlook for the current year
Internal liquidity issues combined with external factors like lower yarn price
realization, raw material cost etc have impacted the revenue of the company during the
year under review. Also the power tariff was increased by APSPDCL resulting in 20-25%
increase in power cost. During the year under review, the total turnover of the Company
was Rs. 8556 Lakhs as compared to Rs. 9345 Lakhs in the previous year. The Companys
operating loss was at Rs 1810 Lakhs before tax as against the profit of Rs 800 Lakhs in
the previous year. Due to a significant breakdown of machinery at the SUPER B Unit
production was significantly affected from the mid of May 2023. The estimated cost of
restoring the machinery is very high. Under these circumstances, the Directors at their
meeting held on 26th July 2023 decided to dispose of the Units Plant and Machinery. The
Company is in the process of seeking shareholder approval for the same through Postal
Ballot. The Company has given various properties of the SUPER SARA unit on operating lease
arrangements and the same is yielding significant revenue. The Company is exploring
similar possibilities for SUPER B as well, which might be considered as a bright light
during the Companys difficult times.
Change in the nature of Business
There was no change in the nature of principal business of the Company during the
financial year ended 31st March 2023. The company continue to operate in its main business
segments namely "Textiles" and "Rental Services".
Transfer to Reserves
The Company has not transferred any amount to the General Reserve during the year under
review. However, the Losses of Rs 1956.38 Lakhs of the FY 2022-23 has been adjusted
against the retained earnings under the head "Other Equity".
Share Capital
There was no change in the capital structure of your Company during the year under
review. The issued, subscribed and paid-up share capital of the Company as on 31st March
2023 stood at Rs.5,50,00,000/- divided into 5,50,00,000 equity shares of Re.1/- each.
During the year under review the Company has not made any fresh issue of shares.
Dividend
Due to the losses incurred by the Company during the year under review, the Directors
have not recommended any dividend for the year.
Transfer of Unclaimed Dividend/ Shares to Investor Education and Protection Fund
There was no amount to be transferred during the year to the Investor Education and
Protection Fund established by the Central Government.
Extract of Annual Return
The Annual Return of the Company for the financial year 2022-23 as required under
Section 92(3) of the Companies Act, 2013 is available on the website of the Company at the
link https://www.superspinning.com/ investors/#Annual-Return
Board and Committee meetings
During the year under review, four meetings of the Board were held. For details of
meetings of the Board, please refer to the Corporate Governance Report, which forms part
of this report. Also, the details pertaining to the composition and meetings of the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee
are included in the Corporate Governance Report.
Statement of Compliance with Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable secretarial standards and such systems are adequate and operating
effectively. The Company has duly complied with Secretarial Standards issued by Institute
of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General
Meetings (SS-2).
Directors Responsibility Statement
Pursuant to the requirement under Section 134(3) (c) of the Act, with respect to
Directors Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from those standards;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are 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 loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively
and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Details in respect of frauds reported by Auditors under Section 143(12) of the
Companies Act, 2013 other than those which are reportable to the Central Government
There were no instances of frauds identified or reported by the Statutory Auditors
during the course of their audit pursuant to Section 143(12) of the Act.
Declaration of Independent Directors
The Board has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and regulation 16 of SEBI (LODR) Regulations,
2015. In the opinion of the Board, they fulfill the conditions specified in the Act and
the Rules made thereunder and are Independent of the management.
Familiarization Programmes
In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their roles, rights and responsibilities as Independent Directors, the working of the
Company, nature of the industry in which the Company operates, business model and so on.
The same is also available on the Company website at https://
www.superspinning.com/wp-content/uploads/2023/06/ FAMILIARIZATION-PROGRAM-2022-23.pdf
Statement regarding opinion of the board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors appointed during the
year
Board of Directors have evaluated the Independent Directors appointed/ re-appointed and
opined that the integrity, expertise and experience (including proficiency) of the
Independent Directors is satisfactory.
Companys Policy Relating to Directors Appointment, Payment of Remuneration and other
matters
The Company pursuant to the provisions of Section 178 of the Act and in terms of
Regulation 19(4) of the Listing Regulations has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and Senior Management. The
Nomination and Remuneration Policy of the Company is annexed herewith as Annexure 1
and can also be accessed on the Companys website at the link https://
www.superspinning.com/wp-content/uploads/2022/08/ Nomination and Remuneration Policy.pdf
Comments on Auditors Report
There were no qualifications, reservations, adverse remarks or disclaimers made by
M/s.C S K Prabhu & Co, Statutory Auditors excepting for the fact that, the Auditors
have observed in the Annexure A to the Independent Auditors Report in point (ix) (d), that
the Company has used funds raised on Short term basis aggregating to Rs 1919.99 Lakhs for
Long term purposes. The above position has arisen on account of the fact that the net
current assets of the Company is negative as on 31.03.2023. The management expects that
the above position would improve in the ensuing years to come.
There were no qualifications, reservations, adverse remarks or disclaimers made by M/s.
MDS & Associates LLP, Secretarial Auditors in their reports.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies
Act, 2013
Pursuant to the provisions of Section 186(4) of the Act, the Company has not granted
any loans or given any security or made any investments during the year under review.
However, the details in respect of investments made by the Company in the earlier years
are disclosed in the notes to the financial statements.
Particulars of contracts or transactions with related parties
All the transactions entered into by the Company with related parties as defined under
the Act and Regulation 23 of Listing Regulations, during the financial year 2022-23 were
in the ordinary course of business and on arms length basis. Prior approval / Omnibus
approval is obtained from the Audit Committee for all related party transactions and the
transactions are periodically placed before the Audit Committee for its approval. The
particulars of contract and arrangement entered into by the Company with related parties
referred to Section 188(1) of the Act including certain arms length transactions under
third proviso thereto are disclosed in Annexure 2 (Form No. AOC-2) and forms part
of this Report.
The policy on related party transactions as approved by the Board of Directors of the
Company has been uploaded on the companys website and may be accessed through the link at
https://www.superspinning. com/wp-content/uploads/2022/05/POLICYONRPT.pdf
Material changes and commitments affecting the financial position of the company.
Save as mentioned in this Report, due to a major breakdown of machinery at the SUPER B
Unit, production was significantly affected from the mid of May 2023. The financial impact
of the same is yet to be determined by the Company. Other than the above there are no
other material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company – 31st March, 2023
and the date of this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure 3 to
this report.
Risk Management Policy of the company
Pursuant to Section 134(3)(n) of the Act, the Company has developed and implemented a
Risk Management Policy. The Policy envisages identification of risk and procedures for
assessment and minimization of risk thereof.
Audit Committee
The Company has constituted Audit Committee in accordance with Section 177 of the Act.
Kindly refer the Report on Corporate Governance for matters relating to the composition,
meetings and functions of the committee.
The Board has accepted the Audit Committees recommendations during the year wherever
required and hence no disclosure is required under Section 177(8) of the Act, with respect
to rejection of any recommendations of Audit Committee by the Board.
Whistle Blower Policy (Vigil Mechanism)
Your Company has established a Vigil Mechanism/ Whistle Blower policy in line with the
Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. The Policy is
formulated to enable the directors and employees to report concerns about unethical
behaviour, actual or suspected fraud or violation of the Companys code of conduct or
ethics policy. During the year under review, there were no complaints received under this
mechanism. The Whistle Blower policy is available on the Companys website and may be
accessed through the link at https://www.superspinning.com/wp-content/
uploads/2022/05/WHISTLEBLOWERPOLICY.pdf.
Corporate Social Responsibility initiatives
In view of losses made during the last three financial years, the Company is not
required to spend on CSR activities for the Financial Year 2022-23. Further at the Board
of Directors meeting held on 09.11.2021, the Company has dissolved the CSR committee since
the Company does not have any CSR activities for the past three financial years and that
there are no pending CSR Expenditures that are remaining unspent for any previous years.
The policy is available on the website of the Company.
Annual evaluation of the Board on its own performance and of the individual Directors
In compliance with the relevant provisions of the Act read with the Rules made
thereunder and the Listing Regulations, the performance evaluation of the Board as a
whole, its specified Statutory Committees, the Chairman of the Board and the Individual
Directors was carried out for the year under review. In a separate meeting of independent
directors, performance of non-independent directors was evaluated. Independent Directors
had evaluated the quality, quantity and timeliness of the flow of information between the
Management and the Board, Performance of the Board as a whole and its Members and other
required matters.
Directors and Key Managerial Personnel
In accordance with the provision of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Mr. Sanjay Krishna Ramamurthi (DIN: 08730627),
Director of the Company retires by rotation at the ensuing Annual General Meeting and is
eligible for re-appointment. A resolution seeking shareholders approval for his
re-appointment forms part of the Notice. The Board of Directors at their Meeting held on
27th May, 2023 have appointed Mr. Nikhil Govind Ramamurthi (DIN: 10089593) as an
Additional Non-Executive and Non-Independent Director of the Company and subsequently the
said resolution has been sent through Postal Ballot notice dated 26th July 2023, for the
approval of the Shareholders of the company.
The shareholders at the 60th Annual General Meeting dated 29th August 2022 approved the
appointment of Mr. Sumanth Ramamurthi (DIN: 00002773), as the Chairman and Managing
Director of the Company for a period of five years with effect from 01st April 2023.
Following the same, the Board of Directors at their meeting held on 13th February 2023,
has revised his tenure of appointment from 5 years to 3 years and all other terms and
conditions approved by the Shareholders remains the same.
Key Managerial Personnel of the Company required under Sec 2(51) and Section 203 of the
Companies Act, 2013, are Mr. Sumanth Ramamurthi, Chairman and Managing Director; Mr.
Nidheesh A, Chief Financial Officer and Mrs. Narmatha G K, Company Secretary. Mr. Nidheesh
A who was the Chief Financial Officer, had resigned from the services of the Company from
30.04.2023
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.
Fixed Deposits
Since the Company has not accepted any fixed deposit covered under Chapter V of the
Act, there are no deposits remaining unclaimed or unpaid as on 31st March, 2023 and
accordingly, the question of default in repayment of deposits or payment of interest
thereon during the year does not arise.
Details of significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companys operation in future
There are no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and companys operation in future.
Adequacy of internal financial controls with reference to the financial statements
In accordance with Section 134(5)(e) of the Act, the Company has Internal Financial
Controls Policy by means of Policies and Procedures commensurate with the size &
nature of its operations and pertaining to financial reporting. The Management uses the
management information reports and other reports to have better internal control system
and to take decisions in time.
The Audit Committee of the Board constantly reviews the internal control systems and
their adequacy, significant risk areas, control mechanism and the operations of the
Company. The Directors and Management confirm that the Internal Financial Controls are
adequate with respect to the operations of the Company. A report of Auditors pursuant to
Section 143(3) (i) of the Act, certifying the adequacy of Internal Financial Controls is
annexed with the Auditors Report.
Auditors
a) Statutory Auditors
M/s. C S K Prabhu & Co., (Firm Registration No. 002485S), Chartered Accountants,
Coimbatore, were appointed as the Statutory Auditors of the Company to hold office from
the conclusion of the 60th Annual General Meeting held on 29th August 2022, for a period
of 5 consecutive years till the conclusion of the 65th Annual General Meeting to be held
in the year 2027 .
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding rules framed thereunder, the Company has appointed M/s. MDS & Associates
LLP, Company Secretaries, to undertake the Secretarial Audit of the Company. The report of
the Secretarial Audit in Form No. MR-3 for the financial year 2022-23 is annexed as
Annexure 4 to this report. The said report does not contain any qualification,
reservation, adverse remark or disclaimer. During the year under review, the above
Auditors have not reported any fraud and therefore no details are required to be disclosed
under Section 134(3) (ca) of the Act.
Further, the Secretarial Compliance Report for the year ended 31st March, 2023 issued
by the Practicing Company Secretary pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, has been filed with BSE
Limited and the National Stock Exchange of India Limited. A copy of the same is available
on the Companys website: www.superspinning.com
c). Cost Auditors
As per Section 148(1) of the Act, read with Rule 3 of Companies (Cost Records and
Audit) Rules 2014, the Company is required to maintain the cost records and accordingly
such records and accounts are made and maintained.
The provisions relating to appointment of Cost Auditor is not applicable to the
Company.
Maintenance of cost records under sub-section (1) of Section 148 of the Companies act,
2013
Pursuant to the provisions of Section 148(1) of the Act, read with Companies (Cost
Records and Audit) Rules, 2014, the Company was required to maintain cost records.
Accordingly, the company has duly made and maintained the cost records as mandated by the
Central Government.
Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year
No applications have been made and no proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
The disclosure under this clause is not applicable as the Company has not undertaken
any one-time settlement with the banks or financial institutions.
CEO/CFO Certification
As required under Regulation 33 (2) (a) of the SEBI(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Managing Director of the Company have furnished
necessary certificate to the Board on the Financial Statements presented.
Particulars of Employees and Remuneration
The details pursuant to Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as Annexure 5 to this report. The disclosure referred to the Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not
apply to the Company as there were no employees who are in receipt of remuneration in the
aggregate at the rate of not less than Rs.1,02,00,000/- if employed throughout the year or
Rs.8,50,000/- per month if employed for part of the year.
Corporate Governance
The Corporate Governance Report is annexed to and forms part of this report. The
Company has complied with the conditions relating to Corporate Governance as stipulated in
Listing Regulations. A report of the Statutory Auditors of the Company confirming the
compliance of conditions of Corporate Governance as required by Listing Regulations is
annexed to this report and forms part of this report.
A detailed review of the operations, performance and future outlook of the Company and
its businesses is given in the Managements Discussion and Analysis Report (Regulation 34
of the Listing Regulations), which forms part of this Report.
Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has in place a policy on Sexual Harassment of Women at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal Complaint Committee has been setup to
redress complaints received regularly. There was no compliants received from any employee
during the financial year 2022-23 and hence no complaint is outstanding as on 31st March
2023 for redressal.
Listing of Shares
Equity shares of the Company was continued to be listed on National Stock Exchange of
India Limited (NSE) and BSE Limited.
Acknowledgements
Your Directors wish to place on record their appreciation of the confidence reposed by
the shareholders in the Company at all times. The Directors thank the Companys Bankers,
Financial Institutions, Customers, Vendors, Investors, Suppliers and Business Associates
for their unstinted support. The Board of Directors also wishes to place on record their
appreciation for the contributions made by the employees towards the growth of the
Company.
By Order of the Board For Super Spinning Mills Limited
Sumanth Ramamurthi
Coimbatore Chairman & Managing Director 11th August 2023 DIN: 00002773
+91-9892691696
