To
The Shareholders Superhouse Limited
Kanpur
The Board of Directors are pleased to present the Companys 43rd
Annual Report and the Companys audited financial statements (standalone and consolidated)
for the financial year ended March 31, 2023.
FINANCIAL RESULTS
The Companys financial performance for the year ended March 31, 2023
is summarized below: in Lakhs
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
63,317.44 |
54,835.30 |
77,657.15 |
66,314.32 |
| Other Income |
1,054.11 |
947.06 |
1,057.01 |
1,266.92 |
| Profit/loss before Depreciation, Finance Costs,
Exceptional items and Tax Expense |
5,225.27 |
6,182.36 |
6,733.28 |
7,044.25 |
| Less: Depreciation/ Amortization/ Impairment |
1,466.52 |
1,371.01 |
1,600.68 |
1,449.83 |
| Profit /loss before Finance Costs, Exceptional items and Tax
Expense |
3,758.75 |
4,811.35 |
5,132.60 |
5,594.42 |
| Less: Finance Costs |
1,072.24 |
796.65 |
1,419.71 |
966.13 |
| Profit /loss before Exceptional items and Tax Expense |
2,686.51 |
4,014.70 |
3,712.89 |
4,628.29 |
| Add/(less): Exceptional items |
0 |
-382.21 |
0 |
-382.21 |
| Profit /loss before Tax Expense |
2,686.51 |
3,632.49 |
3,712.89 |
4,246.08 |
| Less: Tax Expense (Current & Deferred) |
666.66 |
961.00 |
920.54 |
1,102.93 |
| Profit /loss for the year (1) |
2,019.85 |
2,671.49 |
2,792.35 |
3,143.15 |
| Total Comprehensive Income/loss (2) |
-2.93 |
-15.99 |
-2.61 |
-15.46 |
| Total (1+2) |
2,016.92 |
2,655.50 |
2,789.74 |
3,127.69 |
| Balance of profit /loss for earlier years |
21,795.34 |
19,350.09 |
27,313.76 |
23,984.46 |
| Add: Share of profit (after tax) of Associates |
|
|
232.79 |
456.73 |
| Less: Transfer to General Reserves |
200.00 |
100.00 |
200.00 |
100.00 |
| Less: Dividend paid on Equity Shares |
|
|
|
|
| (including Dividend Distribution Tax) |
110.25 |
110.25 |
117.83 |
110.25 |
| Less: Non-Controlling Interest (NCI) |
|
|
374.73 |
44.87 |
| Less: Adjustment on acquisition of stepdown subsidiary by WOS |
|
|
252.73 |
0 |
| Balance carried forward |
23,502.01 |
21,795.34 |
29,391.00 |
27,313.76 |
DIVIDEND AND RESERVES
Your Directors are pleased to recommend a final dividend of 1.00
(one) per equity share (previous year 1.00 (one) per equity share) on the equity share
capital of the company for the financial year ended 31st March, 2023. Dividend
is subject to approval of members at the ensuing annual general meeting and shall be
subject to deduction of Income Tax at source. The dividend recommended is in accordance
with the companys Dividend Distribution Policy. The policy is available on the companys
website and can be accessed at http://superhouse. in/pdf/Dividend-Distribution-Policv.pdf
FINANCIAL PERFORMANCE
The company achieved sales and other income of 643.71 crores against
557.82 crores reported last year. The profit before tax was 26.86 crores and profit
after tax was 20.20 crores during the year under review, as compared to 36.32 crores
and 26.71 crores, respectively, during the previous year. Earnings per share decreased
from 24.23 per share during the previous year to 18.32 per share during the year under
review. Further, the company achieved consolidated sales and other income of 776.57
crores, against 663.14 crores reported in the previous year. Profit before tax was
37.13 crores and profit after tax was 27.92 crores during the year under review, as
compared to 42.46 crores and 31.43 crores, respectively, during the previous year. The
consolidated earnings per share decreased from 32.24 during previous year to 24.04
during the year under review.
EXPORT AWARDS
The company received the Best Exporter Award in Leather & Leather
Products, including Non-Leather Footwear, and in Harness and Saddlery (Non-Leather) and
second place in Leather Footwear for 2021-22.
CREDIT RATING
During the year under review, the ACUITE Rating Agency reaffirmed the
long term rating of ACUITE A- (read as ACUITE A- minus) and short term rating of ACUITE
A2+ (read as ACUITE A two plus) on the bank borrowings of the company.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
Report. There has been no change in the nature of business of the Company.
SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has nine subsidiary companies, namely M/s Superhouse (UK)
Limited, M/s Superhouse (USA) International Inc, M/s Superhouse Middle East FZC, M/s
Briggs Industrial Footwear Limited, UK, M/s Linea De Seguridad S.L.U, Spain, M/s
Superhouse GmbH, Germany, M/s LA Compagnie Francaise De Protection SARL, M/s Nomads
Clothing Limited, Devon, PL199DP and M/s Creemos International Limited and four associates
namely M/s Unnao Tanneries Pollution Control Company, M/s Steven Construction Limited, M/s
Amin International Limited and M/s Knowledgehouse Limited. No other company become or
ceased to become the companys subsidiary, joint venture or associates company during the
year.
The company will make available the annual accounts of subsidiaries and
the related information to any member of the company who may be interested in obtaining
the same. The annual accounts of subsidiaries will also be kept for inspection by any
member of the company at the registered office of the company and that of the respective
subsidiaries. The financial statements, including consolidated financial statement and
separate financial statement in respect of each of its subsidiaries have also been placed
on the website of the company. A statement containing salient features of the financial
statement of subsidiaries/associates companies forms a part of the annual financial
statement.
The policy for determining material subsidiaries as approved may be
accessed on the companys website at the link: http://
superhouse.in/pdf/Policv-for-determining-MaterialSubsidiarv.pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 ("the
Act") and Ind AS-110-Consolidated Financial Statements read with Ind
AS-28-Investments in Associates, the audited consolidated financial statement are provided
in the Annual Report.
SECRETARIAL STANDARDS
The Directors state that Secretarial Standards, i.e. SS-1, SS-2, SS-3
and SS-4 relating to Meetings of the Board of Directors, General Meetings, Dividend
and Report 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 year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have 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 are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Managements Discussion and Analysis Report for the year under review,
as stipulated under Regulation 34 read with Schedule V to the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 is presented in a separate section,
forming part of the Annual Report.
CORPORATE GOVERNANCE
During the year under review, the company has taken necessary steps to
comply with the requirements of the Corporate
Governance Code and a Report on the Corporate Governance forms part of
this Report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the report on
Corporate Governance.
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.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Policy may be accessed on the
Companys website at the link: http://superhouse.in/pdf/ CSR-Policv.pdf
To attain its Corporate Social Responsibility (CSR) objectives in a
professional and integrated manner the company has identified the promotion of Education,
Healthcare and Environment Sustainability as its focus areas.
In Education, the endeavors of the company are to spark the desire of
learning and knowledge at every stage through quality primary education, formal schools,
facility for preparation of higher education and development of sports skills. The proper
arrangements have been made for free education of the financially weaker section of the
society. The company is also assisting in skill development by providing on the job and
vocational training.
In Healthcare, the endeavors of the company are to eradicate hunger,
poverty and malnutrition and promoting Healthcare including preventive health care.
In Environmental Sustainability, the endeavors of the company are:- 1.
To ensure environmental sustainability by adopting best ecological practices and
encouraging conservation/ judicious use of water and other natural re-sources. 2. To use
environment friendly and safe process in production. 3. To create a positive fast print
within the society by creating inclusive and enabling infrastructure/environment for
livable communities. 4. To run primary and secondary treatment plants for the disposal of
effluent waste.
The Corporate Social Responsibility Committee comprises Mr. Mukhtarul
Amin, Chairman, Mr. Syed Javed Ali Hashmi and Mr. Dilip Kumar Dheer as members. The
Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended
to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the
activities to be undertaken by the Company, which has been approved by the Board.
During the year, the Company is liable to incur 58.07 lacs (i.e. 2%
of the average net profit of last three financial years) for CSR expenditure. However, the
actual expenditure of 57.62 lacs incurred during the year 2022-23 under review and
1.36 lacs surplus brought forward from previous year 2021-22 and balance of 0.91 lacs
surplus carried forward during the year. The Annual Report on CSR Activities for the
financial year ended 31st March, 2023 is annexed herewith, marked as Annexure-I
to this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Mohammad Shadab (DIN:00098221) and Mr. Vinay Sanan
(DIN:00014536), Directors of the Company, retire by rotation at the ensuing Annual General
Meeting and being eligible they offered themselves for re-appointment. No key managerial
personnel was appointed or resigned during the year.
The details of programs for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities with the Company, the nature of
the industry in which the Company operates, the business model of the Company and related
matters are also put up on the website of the Company at the link:
http://www.superhouse.in/pdf/Familiarization Programmes for Independent Directors.pdf
The Company has devised the following Policies/Criteria viz: a) Policy
for selection of Directors and determining Directors independence; b) Remuneration Policy
for Directors, Key Managerial Personnel and other employees and c) Criteria of making
payments to Non-Executive. Directors. The aforesaid policies/criteria are put up on the
Companys website and can be accessed at the link: http://superhouse.in/pdf/Policy-for-
Selection-of-Directors.pdf:
http://superhouse.in/pdf/Remuneration-Policy-for-Directors.pdf:
http://superhouse.in/pdf/Criteria-of-making-payments-to-Non-
Executive-Directors.pdf
The Policy for selection of Directors and determining Directors
independence sets out the guiding principles for the Nomination and Remuneration Committee
(NR Committee) for identifying persons who are qualified to become Directors and to
determine the independence of Directors, in case of their appointment as Independent
Directors of the Company. The Policy also provides for the factors in evaluating the
suitability of individual Board members with diverse background and experience that are
relevant for the Companys operations. The Remuneration Policy for Directors, Key
Managerial Personnel and other employees sets out the guiding principles for the NR
Committee for recommending to the Board the remuneration of the Directors, Key Managerial
Personnel and other employees of the Company. Criteria of making payment to Non-Executive
Directors set out the guiding principles for the payment to Non-Executive Directors.
MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. The
details of the meeting of board of directors and various committees are given in the
Corporate Governance Report.
PERFORMANCE EVALUATION
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors, which includes
criteria for performance evaluation of the Non-Executive Directors and Executive
Directors. The Board has carried out the annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Board Committees. A structured questionnaire was prepared after circulating the draft
forms, covering various aspects of the Boards functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance. The performance evaluation of the Chairman
and Managing Director and the Non-Independent Directors was carried out by the Independent
Directors. The evaluation of independent directors was done by the entire board of
directors which include performance of the directors, fulfillment of the independence
criteria and their independence from the management. 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 financial year with related parties were in the ordinary course of business and
on an arms length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the Companys
website at the link http://superhouse.in/pdf/Policy-on-Materiality.pdf. There were no
materially significant related party transactions which could have potential conflict with
interest of the Company at large.
Your Directors draw attention of the members to Note 47 to the
financial statement 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, 2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time
to time, the Company has deposited a sum of 20,13,293.00 into the specified bank account
of the IEPF, Government of India, towards unclaimed / unpaid dividend amount for the
financial year ended 31st March, 2015.
As per the said Rules, the corresponding equity shares in respect of
which Dividend remains unclaimed / unpaid for seven consecutive years or more, are
required to be transferred to the Demat Account of the IEPF Authority. During the year
under review, the Company has transferred 54420 underlying Equity Shares to the Demat
Account of the IEPF Authority, incompliance with the aforesaid Rules.
SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS
During the year under review, there were no significant material orders
passed by the Regulators / Courts and no litigation was outstanding as on March 31, 2023,
which would impact the going concern status and future operations of your Company. The
details of litigation on tax matters are disclosed in the Auditors Report and Financial
Statements which forms part of this Annual Report
RISK MANAGEMENT
The details about the development and implementation of risk management
policy of the company, 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 in terms of the Listing Regulations, includes an Ethics & Compliance
Task Force comprising senior executives of the Company. Protected disclosures can be made
by a whistleblower through an e-mail, or dedicated telephone line or a letter to the Task
Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower
policy may be accessed on the Companys website at the link:
https://www.superhouse.in/pdf/Vigil-Mechanis-and-Whistle- Blower-Policv.pdf
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the Standalone Financial
Statement.
ANNUAL RETURN
Annual Return of the Company as on 31st March, 2023 is
available on the companys website and can be accessed at the link:
http://superhouse.in/pdf/annualreturn.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There were 1384 permanent employees with the company as on 31st
March, 2023. The percentage increase in remuneration, ratio of remuneration of each
director and key managerial personnel (KMP) to the median of employees remuneration, and
the list of top 10 employees in terms of remuneration drawn, as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form
part of Annexure II to this Boards report.
CONSERVATION OF ENERGY
Your Company is engaged in the manufacture of Finished Leathers,
Leather Goods and Textile Garments and consumption of energy in these industries is not
significant as compared to that of in other industries. However, the Company is making
continuous efforts to conserve energy wherever possible by economizing on the use of power
and fuel in factories and offices. The company is using electricity and generators as
sources of energy. The company has not made specific capital investment for the reduction
of consumption of energy.
TECHNOLOGY ABSORPTION
The company is carrying on the research and development, understanding
the customer needs and preferences for design, quality and comfort on a regular way.
Improvement of overall product performance by implementing the planned strategies,
bringing in new developments and product improvements based on consumer research have
helped your Company to 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 quality products at reasonable price but also caters to the fashion
needs of the customers while meeting the ever changing market requirements.
The company has incurred expenditure of 125.38 lacs which are 0.20%
of total turnover for the Research and Development Activities during the year, as compared
to 107.69 lacs which were 0.20% of total turnover incurred during the previous year.
The company is not using imported technology. However, Imported Plants
and Machineries are 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 new markets.
The company earned Foreign Exchange of 41,976.06 lacs during the year in comparison to
previous year of 38,779.72 lacs. During the year, the total foreign exchange outgo was
9,169.87 lacs as compared to 8,335.55 lacs during the preceding financial year.
STATUTORY AUDITORS
M/s. Kapoor Tandon & Co, Chartered Accountants were appointed as
Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General
Meeting held on September, 30, 2022. They have confirmed that they are not disqualified
from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors Report
are self-explanatory and do not call for any further comments. The Auditors Report does
not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITOR
The Board has appointed Mr. Gautam Kumar Banthia, Practicing Company
Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial
Audit Report for the financial year ended March 31, 2023 is annexed herewith, marked as
Annexure III to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost
records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with
respect to the Companys nature of business.
AUDIT COMMITTEE
The Audit Committee Comprises Independent Directors, namely Mr. Dilip
Kumar Dheer, Chairman, Mr. Syed Javed Ali Hashmi and Mr. Kamal Agarwal as other members.
All the recommendations made by the Audit Committee were accepted by the Board.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following 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 under any 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 its own shares by employees or by trustees for the benefit of employees.
5. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries, except Mr.
Mukhtarul Amin, Chairman and Managing Director of the company received
remuneration/commission of 7.26 lacs from M/s Briggs Industrial Footwear Limited, U. K.,
subsidiary of the company during the year (previous year 10.52 lacs).
6. The company has no information about any Corporate Insolvency
Resolution Process, initiated against the Company, under the Insolvency and Bankruptcy
Code, 2016.
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 Workplace in 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 the year under review, one complaint was received and suitably
addressed.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the committed services
by the Companys executives, staff and workers.
|
For and on behalf of the Board |
| Place: KANPUR |
MUKHTARUL AMIN |
| Date: 30th June, 2023 |
Chairman |
+91-9892691696
