Your Directors have pleasure in presenting the 41st Annual Report of the
Company together with audited accounts of the Company for the financial year ended 31 st
March, 2023.
FINANCIAL RESULTS
Financial results for the year under review are summarized below:
| Particulars |
2022-23 |
2021-22 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Income from operations |
36679.85 |
41940.83 |
| Other Income |
691.93 |
745.84 |
| Profit before Interest and Depreciation |
5328.94 |
8649.39 |
| Less: Interest |
432.19 |
574.47 |
| Profit/(Loss) before Depreciation |
4896.75 |
8074.92 |
| Less: Depreciation |
1911.05 |
1704.08 |
| Profit/(Loss) before Tax and exceptional item |
2985.70 |
6370.84 |
| Add: Exceptional item |
420.25 |
202.40 |
| (Add)/Less: Provision for Taxes |
569.15 |
1757.07 |
| Profit/(Loss) after Tax |
2836.80 |
4816.17 |
DIVIDEND
Your Directors recommend a dividend of Rs. 7.00 (70%) per equity share of Rs.10/- each
for the financial year ended 31st March, 2023, subject to deduction of Tax at
Source, which if approved at the forthcoming Annual General Meeting, will be paid to those
equity shareholders whose names appear in the Register of Members as on 21st
July, 2023 in respect of shares held in physical form and in respect of shares held in
dematerialized form, the dividend shall be paid on the basis of the beneficial ownership
as per the details furnished by the Depositories for this purpose at the end of business
hours on 21st July, 2023.
SEGMENT WISE PERFORMANCE Agency Division
Better performance of textile mills in the previous year due to higher demand for yarn
and good price realization, prompted the mills to plan expansion and modernization
programmes. This resulted in good off take of machineries and inturn helped the division
to record higher revenue and PBT.
The division has earned a total revenue of Rs. 2931.15 Lakhs as against Rs. 1927.93
Lakhs and a PBT of Rs. 1842.71 Lakhs as against Rs. 964.20 Lakhs.
Textile Division
After an exceptionally good performance due to pent up demand for yarn in the previous
year, market slowed down during the year under review in view of the Russia-Ukraine war
and inflationary pressure. This division earned revenue of Rs. 26057.20 Lakhs, compared to
Rs. 35612.58 Lakhs in the previous year. This division has earned a PBT of Rs. 206.11
Lakhs as against Rs. 5428.19 Lakhs in the previous year.
Engineering Division
As the order flow was good for the capital equipment manufacturers, the demand for
gears and gear boxes were also good during the year under review and hence this division
has recorded a revenue of Rs. 8391.64 Lakhs as against Rs. 5102.02 Lakhs in the previous
year.
This Division earned a PBT of Rs. 1438.49 Lakhs as against Rs. 626.51 Lakhs.
EXPORTS
The high cost of textile products and the recessionary fears resulted in a substantial
reduction in yarn exports from the country. During the year, your company could export
only for Rs. 3166.20 Lakhs, out of which Rs. 2316.89 Lakhs were of direct exports.
PROSPECTS
The raw material prices, especially of cotton has stabilized. However due to
inflationary pressure and the tightening of monetary policies of central banks, the
consumption of textile products is on the decline. Exports are at a low ebb now. This
trend is expected to reverse in the second quarter of the current financial year. The
textile divisions performance may improve in the second half of the year. Considering
better order book position, the Agency and Engineering divisions are expected to perform
well.
DIRECTORS
Sri. Sanjay Jayavarthanavelu, Director (DIN : 00004505) retires by rotation at the
ensuing Annual General Meeting, being eligible, offers himself for re-appointment.
INDUSTRIAL RELATIONS
Industrial relations are cordial and your Directors appreciate the co-operation
extended by the employees.
LISTING
Your Companys shares are listed in BSE Limited. The listing fee to the BSE has been
duly paid. The shares are regularly traded in BSE Limited and were not suspended at any
time during the year.
AUDITORS Statutory Auditors:
The Statutory Auditors M/s. Subbachar & Srinivasan, Chartered Accountants were
appointed as Statutory Auditors for a term of five years commencing from the financial
year 2021-22 who will retire at the conclusion of the Annual General Meeting to be held in
the year 2026 and the shareholders have authorized the Board to fix the remuneration
payable to the auditors from time to time The auditors, M/s. Subbachar & Srinivasan,
Chartered Accountants, have confirmed continuing as Statutory Auditors of the Company.
Cost Auditor:
Pursuant to provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the
recommendation of the Audit Committee, has appointed Sri. G. Sivagurunathan, Cost
Accountant, as the Cost Auditor of the Company for the financial year 2023-24.
Secretarial Auditor:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
has appointed Sri. M.R.L.Narasimha, Practising Company Secretary to undertake the
Secretarial Audit of the Company for the financial year 2023-24.
The secretarial audit report in form MR3 obtained pursuant to Companies Act, 2013 and
24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for the
financial year 2022-23 is enclosed as Annexure 1.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the Board of Directors, on the recommendation of the
Audit Committee, has appointed M/s. Karthikeyan & Jayaram, Chartered
Accountants, as Internal Auditors of the Company for a period up to 31.03.2024.
The annual return prepared as per the provisions of the Companies Act, 2013 is posted
in the Companys website http://www.supersales.co.in/corporate-financial-results.html. The
details of the meetings of Board and Committees and attendance of directors are given in
the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance of Section 134 of the Companies Act, 2013, the Directors of your Company
confirm that: a. in the preparation of the annual accounts, the applicable accounting
standards had been followed and there are no material departures; b. the directors had
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 the Company at the end of the financial year and of the profit and loss of the
Company for that period; c. the directors had taken proper and sufficient 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 had laid down internal
financial Controlsto be followed by the Company and that such internal financial controls
are adequate and were 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.
DISCLOSURES
Independent Directors have met all the criteria of Independent Directors and they have
given a declaration to the effect that they have met all the Companies Act, 2013 and the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Further, they
have also declared that they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
The Salient features of the Nomination and Remuneration Policy is enclosed to this
annual report. The familiarisation programme was held on 28th March, 2023 at
the Registered Office. directors except Justice Smt. Chitra Venkataraman were present for
the above programme. Directors are eligible to get only sitting fee for attending the
Board or Committee or other meetings of Directors. Outstation directors are entitled to
get reimbursement of out of pocket expenses incurred by them in connection with attending
the Board or Committee or other meetings.
There is no qualification, reservation, adverse remarks or disclaimer by the Statutory
Auditors in their audit report or Practising Company Secretary in his secretarial audit
report. The auditors have not reported any fraud to the Audit Committee or to the Board or
to the Central Government during the financial year 2022-23.
Company has not provided any loans, guarantees, security under Section 186 of the
Companies Act, 2013 during the year under review. The Company has not made any investment
during the financial year 2022-23. All the transactions entered by the Company during the
financial year 2022-23 with the related parties are in the ordinary course of business and
at Arms length. The details of material related party transactions are given in form AOC
- 2 as Annexure 2. The policy on related party is available on the companys website at
https://www.supersales.co.in/policies.html Board of Directors has decided to transfer Rs.
1000 Lakhs, out of profits for the year 2022-23 to General Reserve. The paidup share
capital of the company as at 31st March, 2023 stood at Rs. 307.15 Lakhs. During
the financial year under review, your company has not made any fresh issue of shares.
There is no material change and commitment which have occurred between the end of the
financialyear and to the date of the report which affect the financial position of the
Company. There is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of one time settlement with any Bank or Financial Institution.
(A) Conservation of Energy
i. the steps taken or impact of conservation of
energy |
Replacement of old transformers, Energy |
Efficient compressor and LED bulbs were made to reduce energy
consumption. |
ii. the steps taken by the Company for utilizing alternate
source of energy |
The Company has installed 8.125 MW of solar panels to generate green
energy. The Company has utilized 62.41% of its energy requirements through wind and solar
power. |
iii. the Capital investment on energy conservation equipments |
Rs. 94.99 Lakhs |
(B) Technology absorption
i. Efforts made towards technologyabsorption
ii. Benefits derived like product improvement, cost reduction, product
development, import substitution, etc
iii. In case of imported technology (imported during the last 3
years reckoned from the beginning of the financial year)
(a) Details of technology imported.
(b) Year of import.
(c) Whether the technology been fully absorbed?
(d) If not fully absorbed, areas where this has not taken place,
reasons there for and future plans of action.
iv. The expenditure incurred on Research and Development
(C) Foreign exchange earnings and out go
The Foreign Exchange earnings and outgo during the year under review were as follows:
| Foreign Exchange Earned |
: Rs. 2068.36 Lakhs |
| Foreign Exchange Outgo |
|
| Raw Material imports |
: Rs. 596.94 Lakhs |
| Stores and Spares imports (including advances) |
: Rs. 66.60 Lakhs |
| Capital Imports |
: Rs. 361.84 Lakhs |
| Others |
: Rs. 28.11 Lakhs |
| Total |
: Rs. 1053.48 Lakhs |
RISK MANAGEMENT
The Company has established a risk management framework to identify, evaluate the
business risks and opportunities. The main object of the framework is to minimise the
adverse impact of the risks by taking effective mitigating measures to retain the business
advantages. The identifiedrisks and mitigation measures are reviewed by the concerned
Heads and all the risks identifiedand mitigation measures are placed before the Board.
Board is of the opinion that there is no risk which affects the existence of the Company.
CSR ACTIVITIES
The CSR Committee consists of four directors out of which three are independent
directors. The Board has approved the CSR Policy and the same is posted in the website of
the Company http:// www.supersales. co.in/policies.html. As per the policy, Company
can spend the amount required to be spent under Corporate Social Responsibility to any of
the Projects or activities covered under Schedule VII (as amended from time to time) based
on the recommendation of the CSR Committee and approved by the Board. The amount can be
spent anywhere in India, however preference shall be given to the geographical locations
where the Companys operations are located. The amount required to be spent under CSR
activities may be spent by the Company itself or contributed to any trust which is having
established track record as recommended by the CSR Committee and approved by the Board.
The CSR Committee shall periodically review and monitor the expenditure made on various
projects or activities as approved by the Board. The Company has spent the entire amount
required to be spent during the financial year 2022-23. Annual Report on CSR activities is
enclosed as Annexure 3.
DISCLOSURE UNDER RULE 8
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, the Board has carried out annual
evaluation of its own performance, that of its committees and individual directors for the
financial year 2022-23. The Chairman of the Board has sent a list of criteria, as approved
by the Nomination and Remuneration Committee, for evaluation of the Boards performance,
that of its committees and individual directors to all the Directors. Each Director has
evaluated based on the criteria and communicated the results of the evaluation to the
Chairman of the Board. Separate meeting of independent directors has also been convened
for this purpose and results were communicated by the Chairman of the meeting to the
Chairman of the Board.
There is no change in the nature of business. Ms. Shivali Jayavarthanavelu has been
appointed as Director of the Company with effect th July, 2022. Smt. Justice
Chitra Venkataraman has been appointed as an Independent Director of the Company for a
period of five years with effect fromth July, 2022. 6
Board of Directors formed the opinion on the Independent Directors appointed during the
financial year 2022-23 and found integrity, expertise and experience (including
proficiency) of the Independent Director is satisfactory.
There are no Subsidiaries, Joint ventures or Associates and there is no addition or
cessation of Subsidiaries, Joint ventures or Associates during the year 2022-23. The
Company has not accepted or holds any deposit from the public or directors or
shareholders. There are no significant material orders passed by the regulators or courts
or tribunals which affects the going concern status or operations in future The Company
has implemented and evaluated the internal financial controls with reference to the
financial statements which provide a reasonable assurance. The Directors and Management
confirm that the internal financial controls are adequate with respect to size and
operations of the Company. The Company has established adequate internal control system
which is commensurate with its nature and volume of operations. The accounting
transactions and operations are audited by the Internal Auditors viz-a-viz the internal
controls, policies and procedures and the deviations, if any, are reported and corrective
actions are taken appropriately.
Details of appointment, re-appointment of director who retires by rotation are provided
elsewhere in the Annual Report.
The Composition of the Audit committee is given in the Corporate Governance Report.
Board has accepted all the recommendations made by the Audit Committee during the
financial year 2022-23. In the preparation of financial statements, no treatment different
from that of prescribed accounting standards has been followed. The Company has complied
with the applicable secretarial standards.
The Company has maintained all the cost accounts and records, as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
Particulars pursuant to Section 197(12) and the relevant rules are given in the
Annexure 4.
The Company has transferred the dividend and equity shares in respect of which dividend
has not been claimed by the members for seven consecutive years or more to the Investors
Education and Protection Fund Authority (IEPF) as and when it is due for transfer. The
details of shares transferred have been uploaded in the website of the Company. The
Company has transferred the unclaimed dividend of Rs. 2,58,090.00 after a period of seven
years to the Investors Education and Protection Fund and 5296 shares have also been
transferred to the Investor Education Protection Fund in respect of which dividends have
not been claimed for the seven consecutive years.
VIGIL MECHANISM
The Company has established vigil mechanism and adopted whistle blower policy which
protects persons who uses the mechanism from victimization and allows direct access to the
Chairman of the Audit Committee if required. The Policy is posted in the website of the
Company.
REMUNERATION POLICY
Based on the recommendation of the Nomination and Remuneration Committee, the Board has
approved the Remuneration Policy of the Company for selection and appointment of
Directors, senior management personnel, their remuneration, succession plans, Board
diversity. The salient features of same is enclosed as Annexure 5 to this report. Weblink
to access the policy is http://www.supersales.co.in/policies.html. regarding compliance of
the conditions of Corporate Acertificate Governance is enclosed as Annexure 6.
Information pursuant to Rule 5 of the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014
In terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial
personnel) Rules, 2014 the Company has no employee drawing salary exceeding Rs. 102 Lakhs
per annum or Rs. 8.50 Lakhs per month during the year under review. No employee has drawn
remuneration in excess of the remuneration drawn by the Managing Director and holds by
himself or along with his spouse and dependent children not less than two percent of
equity share capital of the Company.
List of top 10 employees based on salary drawn is enclosed as Annexure 7. Company is
not paying any commission to the Directors and Managing Director.
Disclosures under the Sexual Harassment of women at work place (Prevention, Prohibition
and Redressal) Act, 2013
The Company has constituted Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and
redress the complaints, if any received from women employees.
(a) number of complaints filed during the financial year - Nil (b) number of complaints
disposed of during the financial year - Nil (c) number of complaints pending as on
end of the year - Nil
ADDITIONAL DISCLOSURES
In line with the requirement of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report,
Related Party disclosures are made part of the Annual Report.
A certificate from CEO/CFO, interalia, confirming the correctness of the financial part
of the Annual Report.
GENERAL
The Directors place on record their sincere thanks to all the Principals for their
whole hearted co-operation and to the bankers of the Company for their financial
assistance. Directors also wish to thank the customers for their support and confidence
reposed in the Company and to the employees at all levels for their co-operation
and dedication.
|
For and on behalf of the Board |
| Coimbatore |
SANJAY JAYAVARTHANAVELU |
| 25th May, 2023 |
Chairman |
|
DIN 00004505 |
+91-9892691696
