Super Tannery Ltd Directors Report.

Dear Shareholder,

The Directors of your Company have pleasure in presenting the 35th Annual Report on the business and operations of the Company together with Audited Financial Statements for the year ended 31stMarch 2019:

FINANCIAL RESULTS Year ended 31.03.2019 Year ended 31.03.2018
Rs in lacs Rs in lacs
PROFITS:
Profit before Interest, Depreciation & extra-ordinary items 1763.95 1859.44
Less: Interest 629.86 599.21
Depreciation 596.32 569.93
Exchange Fluctuation Loss/(gains) 68.40 57.12
Bad Debts written off 46.13 13.48
1340.71 1239.74
Profit before tax 423.24 619.70
Less: Provision for current tax 165.00 220.00
Provision for deferred tax 69.30 16.20
Income Tax relatinq to earlier Years (23.75) (23.16)
210.55 213.04
Profit after tax 212.69 406.66
Add: Profit brought forward from previous year 1614.19 1194.86
Other Comprehensive Income 7.23 12.67
1621.42 1207.53
Profit available for appropriation 1834.11 1614.19
APPROPRIATIONS:
(a) Transfer to General Reserve 0000 0000
(b) Proposed Dividend 0000 0000
(c) Provision for tax on Proposed Dividend 0000 0000
(d) Balance carried over to next year 1834.11 1614.19
1834.11 1614.19

NOTE : Figures of the previous year have been re-grouped/re-arranged in order to make them comparable.

DIVIDEND:

The Board of Directors of your Company have not recommend dividend for the year ended 31st March, 2019.

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 18639.44 lacs as against Rs 23497.62 lacs during the last financial year, shows decline the operational income by Rs4850 lacs . Besides decline the operational income, the companys Gross Profit has being declined due to demerger of one Unit with Amin Tannery Limited. The company’s overall growth is satisfactory despite recession in the market.

SUBSIDIARY COMPANIES:

The Company has six subsidiaries namely: Super Corporation Limited, , Aarifi Tanners Limited,Secure Safety Limited Super Tannery UAE FZE,Super Tannery (UK) Limited and Super Italia s.r.l . The Finacial statement including Consolidated Fiancial statement and seprate statement in respect of each of its subsidiaries have also been placed on the website of the Company.A statement containing sailent feature of the Financial Statement of subsidiaries/associates companies is forming part of Annual Financial statement. 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 co-ordination 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.

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 Companys also running in 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 2019, 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 IInd 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 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 Companys Operation in the future.

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 Companys 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. Veqarul Amin and Mr.Y.S.Katiyar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for their reappointments. 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 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 REMUNRATION:

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 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 IInd 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 2019, the applicable accounting standards have 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, 2013 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 2019 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, Secure Safety Limited, Super Italia s.r.l and Super Tannery UAE (FZE).

AUDITORS: M/s. Rajeev Prem & Associates Chartered Accountants, Kanpur (Registration No 008905C) the statutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend 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 Companies Act,2013.

COST AUDITOR:

As requires under the Companies (Cost Accounting Records) Rules 2011, the requirement of Cost Audit report does not applicable to the Company as per MCA circular. Hence no report was filed.

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 "Form No. MR- 3"

The Audit Report and the Secretarial Audit Report for the financial year 2018-19 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 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 arms 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 subsection (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 part of the Financial Results are self explanatory and need no further 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.

On behalf of the Board of Directors
Place: KANPUR IFTIKHARUL AMIN MOHD.IMRAN
Date: 10.08.2019 Managing Director Whole Time Director