Super Sales India Ltd

DIRECTORS' REPORT

Your Directors have pleasure in presenting the 42^nd Annual Report of the Company together with audited accounts of the Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

Financial results for the year under review are summarized below:

DIVIDEND

Your Directors recommended a dividend of Rs. 7.00/- (70%) per equity share of Rs.10/- each for the financial year ended 31^st March, 2024, 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 26^th July, 2024 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 26^th July, 2024.

Agency Division

Though the textile market is slow during the year under review, some customers who booked orders in earlier years have taken delivery of the machines because of the readiness of the infrastructures, has helped the division to show better performance.

The division has earned a total revenue of Rs. 3242.77 Lakhs as against Rs. 2931.15 Lakhs and a PBT of Rs. 2048.84 Lakhs as against Rs. 1842.71 Lakhs.

Textile Division

Import of fabric and yarn, change in the consumption pattern, mismatch of the raw material and selling prices and increase in the cost of production have affected the margin of this division.

This division earned revenue of Rs. 30422.45 Lakhs, compared to Rs. 26057.20 Lakhs to the previous year.

This division has earned a profit of Rs. 4.02 Lakhs (including an exceptional income of Rs. 211.38 Lakhs) as against the profit of Rs. 206.11 Lakhs in the previous year.

Engineering Division

Better off take of the existing products by the OEMs and introduction of new products have helped the division to post a better performance during the year under review.

This division earned a total revenue of Rs. 9099.45 Lakhs, compared to Rs. 8391.64 Lakhs of the previous year.

This Division earned a PBT of Rs. 1348.89 Lakhs as against Rs. 1858.74 Lakhs (including an exceptional income of Rs. 420.25 Lakhs).

EXPORTS

In textiles, since sheeting order from export market was good, your company exported yarn for Rs. 6492.84 Lakhs out of which Rs. 2434.71 Lakhs were merchant export. In Gears unit export during the year under review was Rs. 141.64 Lakhs.

PROSPECTS

As the predictions are positive in the textile and apparel segment, foreseeing a good demand for our yarn, ease out of cotton prices due to higher area of cultivation and higher yield, the textile division may show a positive performance.

Expectation of the continuation of modernization programmes by the customers due to quality requirements of weaving and knitting segments coupled with expectation of higher demand, performance of the agency division will improve.

Newly developed products, direct marketing measures, establishment of custom built gear boxes will help to show better turnover in the gears unit.

DIRECTORS

Sri. Ravi Sam, Director (DIN : 00007465) 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 Company's 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.

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 their eligibility for 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 2024-25.

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 2024-25.

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 2023-24 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 31.03.2027.

The annual return prepared as per the provisions of the Companies Act, 2013 is posted in the Company's website https://supersales.co.in/Disclosure-under-regulation-46/Financial. The Board of Directors met 4 times during the Financial year 2023-24. The details of the meetings of the 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 of 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 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 had laid down internal financial controls to 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 criteria of independent directors as prescribed in Section 149 of 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 21^st March, 2024 at the Registered Office. All the independent directors 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 except an observation contained Secretarial Audit report which is self explanatory. The auditors have not reported any fraud to the Audit Committee or to the Board or to the Central Government during the financial year 2023-24.

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 2023-24.

All the transactions entered by the Company during the financial year 2023-24 with the related parties are in the ordinary course of business and at Arm's 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 Company's website at https://supersales.co.in/Disclosure-under-regulation-46/policies.

Board of Directors has decided to transfer Rs. 500 Lakhs, out of profits for the year 2023-24 to General Reserve. The paid up share capital of the Company as at 31^st March, 2024 stood at Rs. 307.15 Lakhs. During the 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 financial year and to the date of the report which affect the financial position of the Company. There is no proceeding 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

(B) Technology absorption

(C) Foreign exchange earnings and out go

The Foreign Exchange earnings and outgo during the year under review were as follows:

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 identified risks and mitigation measures are reviewed by the concerned Heads and all the risks identified and 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 https://supersales.co.in/ Disclosure-under-regulation-46/policies. 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 Company's 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 2023-24. 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 2023-24. The Chairman of the Board has sent a list of criteria, as approved by the Nomination and Remuneration Committee, for evaluation of the Board's 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. Sri. B. Lakshmi Narayana has been re-appointed as an Independent Director of the Company for a period of five years with effect from 23^rd October, 2023. Board of Directors formed the opinion on the independent Director appointed during the financial year 2023-24 and found integrity, expertise and experience (including proficiency) of the Independent Director are satisfactory.

Sri. Gopinath Bala has been appointed as an Additional Director of the Company with effect from 29^th May, 2024. Board is of the opinion that his integrity, expertise and experience (including proficiency) are satisfactory. Board has recommended his appointment as Director of the Company for approval of the shareholders. Suitable resolution is included in the notice of Annual General Meeting for approval of the shareholders.

There is no resignation or cessation of any of the Director during the year 2023-24.

There are no Subsidiaries, Joint ventures or Associates and there is no addition or cessation of Subsidiaries, Joint ventures or Associates during the year 2023-24. 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 2023-24.

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 accounting 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 dividend and the 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. 2,77,812.00 after a period of seven years to the Investors Education and Protection Fund and 5766 shares have also been transferred to the Investors Education and Protection Fund in respect of which dividends have not been claimed by the members for seven consecutive years or more.

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. Weblink to access the policy is https://supersales.co.in/Disclosure-under-regulation-46/policies. During the year under review, there was no complaint received under this mechanism

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 https://supersales.co.in/Disclosure-under- regulation-46/policies.

The composition of Nomination and Remuneration Committee is given in the Corporate Governance Report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance is enclosed as Annexure 6. Pursuant to Regulation 34(2)(F) of Listing Regulation, applicacbility of providing the Business Responsibility and Sustainability Report does not arise.

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.

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 statements is also made part of the Annual Report.

ACKNOWLEDGEMENT

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