DIRECTORS' REPORT

To

The Shareholders. Superhouse Limited, Kanpur.

The Directors have pleasure in presenting their 34th Annual Report along with the Audited Accounts of your Company for the year ended 31st March, 2014.

Dividend :-

Your Directors are pleased to recommend a final dividend of Rs. 1.50 per equity share (previous year Rs.1.50 per equity share) on the equity share capital of the company for the financial year ended 31st March, 2014. The cash outflow on account of dividend on equity capital will be Rs. 193.48 lacs (previous year Rs. 193.48 lacs) including dividend distribution tax of Rs. 28.10 lacs (previous year Rs.28.10 lacs).

Financial Performance :-

The company has achieved the sales and other Income of Rs 671.75 crores against Rs. 522.99 crores reported last year. The Profit before tax was Rs. 49.58 crores and profit after tax was Rs. 32.45 crores during the year under review as compared to Rs. 32.58 crores and Rs. 21.34 crores, respectively, during previous year. Revenue from operations increased by 28.36 to Rs. 669.54 crores and export increased by 32.34% to 548.74 crores during the year. Earning per share increased from 19.35 per share during the previous year to Rs. 29.43 per share during the year under review.

Export Awards:-

The company has won the Exporter Awards during the year in overall Export Category for 2012-13. In addition to Export Award in overall category, the company also received the Best Export Award in Non-Leather Harness and Saddlery.

Subsidiary Companies :-

The company is having six 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. Spain and M/s Superhouse Gmbh, Germany. A statement pursuant to section 212 of the Companies Act,1956 relating to company's interest in subsidiary companies is forming part of the Annual Accounts.

As per general exemption granted by the Government of India, Ministry of Corporate Affairs', the Company has not attached the annual accounts of its all the six subsidiaries 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. Spain and M/s Superhouse Gmbh, Germany to this Annual Report. However, the relevant information for each subsidiary has been disclosed in the consolidated financial statements attached to this Annual Report.

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 Consolidated financial statements presented by the Company include the financial information of its subsidiaries.

Transfer of Amounts to Investor Education and Protection Fund.

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act. 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, on due date to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 30th September, 2013 (date of last Annual General Meeting) on the Company's website www.superhouse.in and also on the Ministry of Corporate Affairs website.

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.

Consolidated Financial Statement :-

As required by clause-32 of the Listing Agreement and in accordance with the Accounting Standard-AS-21 your directors have pleasure to attach the Consolidated Financial Statements and Cash Flow Statement which form part of the Annual Report and Accounts.

Management Discussion and Analysis :-

The Report as required by clause-49 of the Listing Agreement is annexed hereto and form part of the report.

Personnel :-

The relations with the employees continued to be cordial during the year. Directors record their appreciation for the sincere and hard work put in by all categories of employees during the year.

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. However, the company has not made specific additional 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 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 cater to the fashion needs of the customers while meeting the ever changing market requirements.

The company has incurred revenue expenditure of Rs. 39.77 lacs which are 0.06% of total turnover for the Research and Development Activities during the year as compared to Rs. 52.00 lacs which were .11% 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. Exports during the year were Rs 54874.26 lacs in comparison to previous year of Rs. 41464.97 lacs on FOB basis. During the year, the total Foreign Exchange outage was Rs 11848.84 lacs as compared to Rs. 9022.75 lacs during the preceding financial year.

Particulars of Employees u/s 217 :-

No employee was covered Under Section 217(2-A) of the Companies Act, 1956 during the year.

Directors :-

Mr. Mohammad Shadab (DIN:00098221) retires by rotation at the ensuing Annual General Meeting and being eligible, he offers himself for re-election.

Further, Mr. Syed Javed Ali Hashmi (DIN: 00014726), Mr. Dilip Kumar Dheer (DIN:0003341879), Mr. Anil Soni (DIN:00023188), Mr. Nemi Chand Jain (DIN:00031283), Dr. Krishna Kumar Agarwal (DIN: 00022719) and Mr. Kamal Agarwal (DIN: 00022904) are being appointed as Independent directors under section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement to hold office for 5 (five) consecutive years for a term upto the conclusion of the 39th Annual General Meeting of the Company in the calendar year 2019.

Directors' Responsibility Statement :-

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your Directors confirm that :

i). In the preparation of the annual accounts the applicable accounting standards have been followed;

ii). They have 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii). They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv). They have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the 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 commited services by the Company's executive staff and workers.

Statutory Auditors :-

M/s. Kapoor Tandon & Co. present Auditors will hold office until the conclusion of this Annual General Meeting. We have received a certificate from the Auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for re-appointment.  

For and on behalf of the Board

MUKHTARUL AMIN

Chairman

Place : KANPUR

Date : 1st July, 2014