SUPER SALES INDIA LIMITED

Transcription

1 C O I M B AT O R E 3 4 T H A N N U A L R E P O R T

2 CIN : L17111TZ1981PLC Regiered Office : 34A, Kamaraj Road, Coimbatore Phone : Fax : ssil@vaamaa.com Website : BOARD OF DIRECTORS Sri. Sanjay Jayavaranavelu (Chairman) Sri. Ravi Sam Sri. J. Raghupay Sri. S. Venkataraman Sri. S.K. Najmul Hussain Smt. Vijayalakshmi Narendra Sri. N.R. Selvaraj (Wholetime Director) CHIEF FINANCIAL OFFICER Sri. S. Ravindran COMPANY SECRETARY Sri. S.K. Radhakrishnan AUDITORS Statutory Auditors M/s. S. Krishnamoory & Co., Chartered Accountants Secretarial Auditor Sri. M.R.L. Narasimha Practising Company Secretary Co Auditor Sri. G. Sivagurunaan Practising Co and Management Accountant BANKERS Indian Overseas Bank Indian Bank IDBI Bank Limited REGISTRARS & SHARE TRANSFER AGENTS S.K.D.C Consultants Limited, rd "Kanapay Towers", 3 Floor, 1391/A1,Say Road, Ganapay, Coimbatore CONTENTS Page No. Notice Directors' Report Management Discussion & Analysis Report Corporate Governance Report Auditors' Report Balance Sheet Statement of Profit and Loss Cash Flow Statement Notes to Financial Statements Significant Accounting Policies

3 SUPER SALES INDIA LIMITED CIN : L17111TZ1981PLC Regiered Office : 34A, Kamaraj Road, Coimbatore Phone : Fax : ssil@vaamaa.com Website : NOTICE TO SHAREHOLDERS NOTICE is hereby given at e 34 Annual General Meeting of e shareholders of Super Sales India Limited, Coimbatore will be held at P.M on Monday, e 1 Augu, 2016 at 'Nani Kalai Arangam', Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore to transact e following business: ORDINARY BUSINESS 1. To receive, consider and adopt Audited Financial Statements of e Company for e financial year ended 31 March, 2016 including Balance Sheet as at 31 March, 2016, Statement of Profit and Loss and Cash Flow atement for e year ended 31 March, 2016 and Reports of e Board of Directors and Auditors ereon. 2. To declare a dividend. 3. To appoint a director in e place of Sri. Ravi Sam (DIN ), who retires by rotation and being eligible, offers himself for reappointment. 4. To reappoint M/s. S. Krishnamoory & Co., Chartered Accountants as Statutory Auditors for e financial year and to appoint M/s. Subbachar & Srinivasan, Chartered accountants as Statutory Auditors for a term of five years from to RESOLVED at pursuant to e provisions of Section 139 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014, M/s. S. Krishnamoory & Co., Chartered Accountants and M/s. Subbachar & Srinivasan, Chartered accountants be and are hereby appointed as Statutory Auditors of e Company for e financial year at a remuneration of Rs. 1,50,000/ each. In addition, ey are eligible for reimbursement of actual travelling, out of pocket expenses and taxes, if any, incurred by em. RESOLVED FURTHER at M/s. Subbachar & Srinivasan, Chartered accountants be and are hereby appointed as Statutory Auditors for a term of five years from e financial year to and who will retire at e conclusion of e Annual General Meeting to be held in e year 2021 at a remuneration as may decided by e Board of Directors from time to time. SPECIAL BUSINESS 5. To consider and if ought fit to pass e following resolution as a Special Resolution: RESOLVED at pursuant to e provisions of Sections 196, 197, 203 and oer applicable provisions, if any, of e Companies Act, 2013 and e rules made ere under read wi Schedule V to e Companies Act, 2013, (including any atutory amendment(s) or modification(s) ereof) consent of e Company be and is hereby accorded for e appointment of Sri.N.R.Selvaraj (holding DIN ) as Managing Director of e Company for a period of ree years wi effect from 1 February, 2017 to 31 January, 2020 on e following terms and conditions: 2

4 a) Basic Salary : Rs. 3,00,000/ per mon b) House rent allowance : Rs. 1,50,000/ per mon c) Special allowance : Rs. 36,000/ per mon d) Perquisites : In addition to e salary he is entitled to e following perquisites: i) Leave Travel Assiance : One mon basic salary, per annum ii) Medical benefits : One mon basic salary, per annum For e purpose of calculating e ceiling, perquisites shall be evaluated as per e Income Tax rules wherever applicable. Gratuity shall be payable as per e rules of e Company. The Managing Director is entitled for leave as per e rules of e Company. He can encash e unavailed leave at e end of his tenure, which shall not be included in e computation of e ceiling on remuneration or perquisites. Provision of Company car wi driver and telephone facility for use on Company's business will not be considered as perquisites. Use of e car for private purposes and personal long diance calls on telephone shall be billed by e Company to e Managing Director. The minimum remuneration and perquisites to be paid in e event of loss or inadequacy of profit in any financial year during e tenure of his office shall be as per Part II of Section II of ScheduleV of e Companies Act, 2013 or such oer limits as may be notified by e Government from time to time as minimum remuneration. RESOLVED FURTHER at Sri. N. R. Selvaraj be and is hereby permitted to continue as Managing Director of e Company beyond 5 October, 2017 notwianding e fact at he will be crossing e age of 70 years. RESOLVED FURTHER at Sri. N.R. Selvaraj shall conduct e affairs of e Company subject to e superintendence, control and direction of e Board of Directors. 6. To consider and if ought fit to pass e following resolution as an Ordinary Resolution: RESOLVED at pursuant to e provisions of Section 148 and oer applicable provisions, if any, of e Companies Act, 2013 and e Companies (Audit and Auditors) Rules, 2014 (including any atutory amendment(s) or modification(s) ereof), e remuneration of Rs. 50,000/ and payment of service tax as applicable and reimbursement of out of pocket expenses incurred by him in connection wi e Audit, as recommended by e Audit Committee and approved by e Board of Directors of e Company to be paid to Sri. G. Sivagurunaan, Co Auditor of e Company for carrying out co audit in respect of e Textile division for e financial year ending 31 March, 2017 be and is hereby approved. By Order of e Board Coimbatore 25 May, 2016 S. K. Radhakrishnan Company Secretary 3

5 4 SUPER SALES INDIA LIMITED 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more an ten percent of e total share capital of e Company. 2. The inrument of Proxy in order to be effective, should be duly completed, signed and deposited at e Regiered Office of e Company not less an 48 hours before e commencement of e meeting. A Proxy form is sent herewi. Proxies submitted on behalf of e companies, societies etc., mu be supported by an appropriate resolution/auority, as applicable. 3. The Regier of Members and Share Transfer Books of e Company will remain closed from Tuesday, e 26 July, 2016 to Monday, e 1 Augu, 2016 (bo days inclusive). The dividend as recommended by e Board, if sanctioned at e annual general meeting will be paid to e shareholders whose names appear in e Regier of Members as on 25 July, 2016 in respect of shares held in physical form and in respect of shares held in dematerialized form, e dividend shall be paid on e basis of e beneficial ownership as per e details furnished by e Depositories for is purpose at e end of e business hours on 25 July, The Explanatory Statement pursuant to Section 102 of e Companies Act, 2013, setting out details relating to Special Business at e meeting, is provided hereto. 5. Pursuant to Section 205C of e Companies Act, 1956, all unclaimed dividends shall be transferred to e "Inveor Education and Protection Fund" of e Central Government after a period of 7 years from e date of declaration. Shareholders, who have not encashed eir dividend warrants for e years , , , , and are requeed to write to e Regirars and rd Share Transfer Agents, M/s. SKDC Consultants Limited, "Kanapay Towers", 3 Floor, 1391/A1,Say Road, Ganapay, Coimbatore for claiming e dividend. 6. Members are requeed to communicate eir change of address, if any, quoting eir folio numbers to e rd Regirars and Share Transfer Agents, M/s. SKDC Consultants Limited, "Kanapay Towers", 3 Floor, 1391/A1,Say Road, Ganapay, Coimbatore Similarly members holding shares in Demat form shall intimate e change of address, if any, to eir respective Depository Participants. 7. Shareholders holding shares in e physical form and wish to avail National Electronic Clearing Services (NECS) facility may auorize e Company wi NECS mandate in e prescribed form (enclosed) and e same should be lodged wi e Regirars and Share Transfer Agents, M/s. SKDC Consultants Limited for payment of dividend in future rough NECS, if eligible. 8. Members who require any clarifications on e accounts or operations of e Company are requeed to write to e Company Secretary so as to reach him at lea one week before e meeting. The queries will be answered accordingly. 9. In view of e Green Initiative adopted by e MCA,e Company proposes to send e Annual Reports, Notices and its annexures in electronic form to e addresses of e members. In order to serve e documents in electronic mode, members holding shares in physical form are requeed to communicate eir address quoting eir folio numbers to e Regirars and Share Transfer Agents. Similarly members holding shares in Demat form shall intimate eir address to eir respective Depository Participants at e earlie. 10. Brief resume, details of shareholding and interse relationship of directors seeking election/reelection are provided in e notice. 11. Electronic copy of e Annual Report for e year is being sent to all e members whose IDs are regiered wi e Company/Depository Participants(s) for communication purposes unless any member has requeed for a hard copy of e same. For members who have not regiered eir address, physical copy of e Annual Report for e year is being sent in e permitted mode.

6 5 SUPER SALES INDIA LIMITED 12. Electronic copy of e Notice of e 34 Annual General Meeting of e Company inter alia indicating e process and manner of voting along wi Attendance Slip and Proxy Form are being sent to all e members whose IDs are regiered wi e Company/Depository Participants(s) for communication purposes unless any member has requeed for a hard copy of e same. For members who have not regiered eir address, physical copies of e Notice of e 34 Annual General Meeting of e Company inter alia indicating e process and manner of voting along wi Attendance Slip and Proxy Form are being sent in e permitted mode. 13. Members may also note at e Notice of e 34 Annual General Meeting and e Annual Report for e year will also be available in e Company's website for eir download. The physical copies of e aforesaid documents will also be available at e Company's Regiered Office for inspection during normal business hours on working days. Even after regiering for ecommunication, members are entitled to receive such communication in physical form, upon making a reque for e same, by po at free of co. 14. All documents referred to in e Notice and e Explanatory Statement will be open for inspection at e Regiered Office of e Company during normal business hours (9.00 am to 5.00 pm) on all working days up to date of e Annual General Meeting of e Company. They will also be made available for inspection at e venue of e Annual General Meeting. 15. The results of e evoting and Ballot to be conducted at e Annual General Meeting will be announced by e Chairman or person auorised by e Chairman wiin 2 days from e date of conclusion of e Annual General Meeting at e Regiered office of e Company. A copy of which will be poed on e Company's website and forwarded to Stock Exchanges. DETAILS OF DIRECTORS SEEKING REAPPOINTMENT : Sri. Ravi Sam Sri. Ravi Sam a leading induriali has completed his graduation in Commerce and po graduation in Science (Textiles) in UK. He is from a renowned family engaged in e textile business at Coimbatore. Experience: More an ree decades of experience in Textile Indury. Oer Directorships : 1) Adwai Textiles Limited 2) Adwai Lakshmi Induries Limited 3) Lakshmi Ring Travellers (Coimbatore) Limited 4) Sri Kara Engineering Limited 5) Lakshmi Caipo Induries Limited 6) Titan Paints and Chemicals Limited 7) Sri Kamakoti Kamakshi Enterprises (P) Limited 8) Integrated Electrical Controls India Limited 9) Eshaan Enterprises Limited 10) Parry Agro Induries Limited. Membership of Committees of Companies: Audit Committees: Parry Agro Induries Limited Super Sales India Limited Nomination and Remuneration Committees: Parry Agro Induries Limited Super Sales India Limited Corporate Social Responsibility Committee: Adwai Lakshmi Induries Limited Share Transfer Committee: Super Sales India Limited Sri. Ravi Sam was appointed to e Board wi effect 30 June, He has completed 60 years of age. He has attended 3 meeting of e Board (out of 4 meetings) during e year He is entitled to only sittting fee for attending e meeting of e Board, Committees or any oer meeting of directors. Sitting fee paid to him during e year was Rs lakhs. He is liable to retire by rotation. Share holding : 1000 equity shares of Rs. 10/ each conituting 0.033% of e paid up capital. He is not related to any oer Director.

7 6 SUPER SALES INDIA LIMITED EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 5 Appointment of Sri.N.R.Selvaraj as Managing Director Sri. N.R. Selvaraj was appointed as Director of e Company wi effect from 29 October, The Shareholders at e Annual General Meeting held on 27 Augu, 2014 have appointed Sri.N.R.Selvaraj as Whole time Director of e Company for a period of ree years wi effect from 1 February, His term expires on 31 January, The Board is of e opinion at his in dep knowledge and experience would be of immense benifit to e Company if he associates wi e Company and it is desirable to continue to avail e services of Sri. N.R. Selvaraj. As recommended by e Nomination and Remuneration Committee, e Board of Directors have appointed Sri. N.R. Selvaraj as Managing Director of e Company for a period of ree years wi effect from 1 February, 2017 subject to e approval of shareholders. The approval of e members is being sought to e terms, conditions and ipulations for e appointment of Sri.N.R.Selvaraj as Managing Director and e remuneration payable to him. The terms and conditions proposed are keeping in line wi e remuneration package at is necessary to encourage good professional managers wi a sound career record to e important position as at of e Managing Director. Sri.N.R.Selvaraj is a B.Com., graduate and also a member of e Initute of Chartered Accountants of India. Sri.N.R.Selvaraj served in Canara Bank for about 17 years in various capacities such as Senior Manager Advance department, Inspection department etc. He is also having more an 20 years of experience in M/s. Lakshmi Machine Works Limited in Finance and Internal Audit Departments. During e appointed tenure, he would cross e age of 70 years on 5 October To avail his va experience and to enable him to continue as a Managing Director of e Company even after crossing e age of 70 years e resolution is moved as a special resolution. Directorship in oer Companies: Sri. N. R. Selvaraj is a Director in e following companies: 1. Quattro Engineering India Limited 2. Lakshmi Life Sciences Limited 3. Hermes Academy of Training Limited 4. Revana Holdings Limited 5. SCFS Finance Private Limited 6. Sowbarnika Enterprises Limited He does not hold membership in any committees of oer Companies. Sri. N.R. Selvaraj is holding 100 equity shares of Rs.10/ each. He has attended all e four meetings of e Board during e year He is not related to any oer Director. Present remuneration of Sri. N.R. Selvaraj as Whole time Director of e Company is a) Basic Salary : Rs. 2,00,000/ per mon, b) Perquisites : In addition to e salary he is entitled to e following perquisites: i) House rent allowance : Rs. 1,00,000/ per mon, ii) Leave Travel Assiance : One mon basic salary, per annum, iii) Medical benefits : One mon basic salary, per annum Gratuity shall be payable as per e rules of e Company. He is entitled for leave as per e rules of e Company. He can encash e unavailed leave at e end of his tenure, which shall not be included in e computation of e ceiling on remuneration or perquisites. Provision of Company car wi driver and telephone facility for use on Company's business will not be considered as perquisites. Use of e car for private purposes and personal long diance calls on telephone shall be billed by e Company to e Whole time Director. Sri.N.R. Selvaraj shall conduct e affairs of e Company subject to e superintendence, control and direction of e Board of Directors. He is not entitled to any sitting fee for attending e meetings of e Board or Committee ereof. The explanatory atement may also be conrued as disclosure under Regulation 36 of SEBI (Liing Obligation and Disclosure Requirements) Regulations, 2015.

8 7 SUPER SALES INDIA LIMITED Except Sri. N.R. Selvaraj, being e appointee, none of e Directors and Key Managerial Personnel of e Company and eir relatives is concerned or intereed, financial or oerwise, in e resolution set out as Item No. 5. Item No. 6 Pursuant to Section 148 read wi e Companies (Audit and Auditors) Rules, 2014 your company is required to appoint a co auditor to conduct audit of e co records maintained by e Company in respect of e Textile Division. Accordingly e Board of Directors of e Company, on e basis of e recommendation of e Audit Committee, appointed Sri. G. Sivagurunaan as Co Auditor having e relevant qualification to conduct audit in respect of e Textile Division. Rule 14 of e Companies (Audit and Auditors) Rules, 2014 requires at e remuneration payable to e co auditor is required to be approved by e shareholders. Accordingly e remuneration payable to e co auditor is placed to e shareholders for approval. Board of Directors recommends e ordinary resolution set out in e Item No. 6 of e notice for approval of e shareholders. None of e Directors and Key Managerial Personnel of e Company and eir relatives are concerned or intereed, financially or oerwise, in e resolution set out in Item No. 6. By Order of e Board Coimbatore S. K. Radhakrishnan 25 May, 2016 Company Secretary VOTING THROUGH ELECTRONIC MEANS In compliance wi e provisions of Regulation 44 of SEBI (Liing Obligation and Disclosure Requirements) Regulations, 2015 read wi Section 108 of e Companies Act, 2013 and Rule 20 of e Companies (Management and Adminiration) Rules, 2014, e Company is pleased to provide e members e facility to exercise eir votes for all e resolutions detailed in e Notice of e 34 Annual General Meeting scheduled to be held on Monday, e 1 Augu, 2016 at PM by electronic means and e business may be transacted rough remote evoting. The Company has engaged e services of CDSL as e auorized agency to provide e remote evoting facilities as per inructions below. Vote by Poll at e meeting In compliance wi provisions of Section 108 of e Companies Act, 2013 read wi Rule 20 of e Companies (Management and Adminiration) Rules, 2014 as subituted by e Companies (Management and Adminiration) Amendment Rules, 2015 ('Amended Rules 2015'), e Members can exercise e right to vote on e resolutions at e Annual General Meeting venue by being present in person/proxy by poll. The members who opt for evoting can not vote in oer mode. However, in case of Members caing eir vote in remote e voting and poll at e Annual General Meeting, en voting done rough remote e voting shall prevail and voting done in oer mode will be treated as invalid. The inructions for shareholders voting electronically are as under: a) Date and time of commencement of remote e voting : 29 July, 2016 at 9.00 AM. b) Date and time of end of remote e voting beyond which voting will not be allowed: 31 July, 2016 at 5.00 PM. c) Details of Website: Details of persons to be contacted for issues relating to remote evoting : rd M/s. SKDC Consultants Limited, Kanapay Towers, 3 Floor, 1391/A1, Say Road, Ganapay, Coimbatore Phone: , Fax: info@skdcconsultants.com Website: The evoting module shall be disabled for remote e voting on 31 July, 2016 at 5.00 PM. Once e vote on a resolution is ca by e shareholder, e shareholder shall not be allowed to change it subsequently.

9 The voting right of shareholders shall be in proportion to eir share in e paid up equity share capital of e Company as on 25 July, 2016 (cutoff date). (i) Shareholders who have already voted prior to e meeting date would not be entitled to vote at e meeting venue. (ii) The shareholders should log on to e evoting website (iii) Click on Shareholders. (iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number regiered wi e Company. (v) Next enter e Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, en your exiing password is to be used. (vii) If you are a fir time user please follow e eps given below: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alphanumeric PAN issued by e Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders). Dividend Bank Details OR Date of Bir (DOB) Members who have not updated eir PAN wi e Company/Depository Participant are requeed to use e sequence number provided in e attendance slip enclosed herewi in e PAN field. Enter e Dividend Bank Details or Date of Bir (in dd/mm/yyyy format) as recorded in your demat account or in e company records in order to login. l If bo e details are not recorded wi e depository or company please enter e member id / folio number in e Dividend Bank details field as mentioned in inruction (iv). (viii) After entering ese details appropriately, click on "SUBMIT" tab. (ix) Members holding shares in physical form will en directly reach e Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for evoting rough CDSL platform. It is rongly recommended not to share your password wi any oer person and take utmo care to keep your password confidential. (x) For Members holding shares in physical form, e details can be used only for evoting on e resolutions contained in is Notice. (xi) Click on e EVSN relevant to Super Sales India Limited. (xii) On e voting page, you will see "RESOLUTION DESCRIPTION" and again e same e option "YES/NO" for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. 8

10 (xiii) (xiv) (xv) (xvi) Click on e "RESOLUTIONS FILE LINK" if you wish to view e entire Resolution details. After selecting e resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote. Once you "CONFIRM" your vote on e resolution, you will not be allowed to modify your vote. You can also take a print of e votes ca by clicking on "Click here to print" option on e Voting page. (xvii) If a demat account holder has forgotten e login password en Enter e User ID and e image verification code and click on Forgot Password & enter e details as prompted by e syem. (xviii) Shareholders can also ca eir vote using CDSL's mobile app mvoting available for android based mobiles. The mvoting app can be downloaded from Google Play Store. Apple and Windows phone users can download e app from e App Store and e Windows Phone Store respectively on or after 30 June Please follow e inructions as prompted by e mobile app while voting on your mobile. (xix) Note for Non Individual Shareholders and Cuodians l NonIndividual shareholders (i.e. oer an Individuals, HUF, NRI etc.) and Cuodian are required to log on to and regier emselves as Corporates. l A scanned copy of e Regiration Form bearing e amp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. l After receiving e login details a Compliance User should be created using e admin login and password. The Compliance User would be able to link e account(s) for which ey wish to vote on. l The li of accounts linked in e login should be mailed to helpdesk.evoting@cdslindia.com and on approval of e accounts ey would be able to ca eir vote. l A scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Cuodian, if any, should be uploaded in PDF format in e syem for e scrutinizer to verify e same. (xx) In case you have any queries or issues regarding evoting, you may refer e Frequently Asked Queions ("FAQs") and evoting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. 9

11 DIRECTORS' REPORT Your Directors have pleasure in presenting e 34 Annual Report of e Company togeer wi audited accounts of e Company for e financial year ended 31 March, FINANCIAL RESULTS Financial results for e year under review are summarized below: Particulars Income from operations Oer Income Profit before Intere and Depreciation Less: Intere Profit/(Loss) before Depreciation Less: Depreciation Profit/(Loss) before Tax Less: Exceptional item (Add)/Less: Provision for Taxes Profit/(Loss) after Tax Add: Balance in Profit & Loss Account Less: Depreciation adjued as per Revised schedule II Balance Available for Appropriation Appropriation: Proposed Dividend Tax on Dividend Transferred to General Reserve Surplus in Profit & Loss Account Carried over to Balance Sheet DIVIDEND SUPER SALES INDIA LIMITED (Rs. in Lakhs) (Rs. in Lakhs) Your Directors recommend a dividend of Rs.2.50/ per equity share of Rs.10/ each for e financial year ended 31 March, 2016, which if approved at e forcoming Annual General Meeting, will be paid to ose equity shareholders whose names appear in e Regier of Members as on 25 July, 2016 in respect of shares held in physical form and in respect of shares held in dematerialized form, e dividend shall be paid on e basis of beneficial ownership as per e details furnished by e Depositories for is purpose at e end of business hours on 25 July, SEGMENT WISE PERFORMANCE Agency Division The total revenue of is division during was Rs Lakhs. PBT was Rs Lakhs compared to Rs Lakhs during e previous year. Textile Division The cotton prices were almo at e bottom level during e major part of e year. But e yarn prices were not remunerative and e division has operated wi very in margins. This division earned a PBT of Rs Lakhs compared to Rs Lakhs during e previous year. Wind Energy Division During e year under report e wind velocity was comparatively low. Rericted evacuation of electricity by TANGEDCO has also affected e performance of e division. 10

12 This division has poed a PBT of Rs Lakhs during e year compared to Rs Lakhs during e previous year. Engineering Division Improvement in e productivity of e Gears and commencing of manufacture of Gear boxes helped e division to achieve higher turnover and profits. This division earned a PBT of Rs Lakhs as again e loss of Rs Lakhs during e previous year. EXPORTS Due to e continuous efforts put in by e Company, e exports of cotton yarn have gone up subantially during e year The Company has achieved an export of Rs Lakhs compared to Rs Lakhs during e previous year. PROSPECTS The Indian economy is expected to achieve a GDP grow of 7.8 percent during e year The imulus given by e Government rough make in India initiative along wi intere rate cuts may revive e manufacturing sector. A normal monsoon may keep e cotton prices at low levels. Taking advantage of ese developments, your company is also expected to perform better. DIRECTORS Sri. Ravi Sam, Director (DIN : ) retires by rotation at e ensuing Annual General Meeting, being eligible, offers himself for reappointment. Sri. N. R. Selvaraj (DIN : ) was appointed as Whole time Director of e Company for a period of ree years wi effect from and will hold office up to In order to appoint him as Managing Director for a period of ree years necessary resolution will be moved at e ensuing Annual General Meeting. INDUSTRIAL RELATIONS Indurial relations are cordial and your Directors appreciate e cooperation extended by e employees. LISTING Your Company's shares are lied in BSE Limited and Madras Stock Exchange Limited. The liing fee to e BSE has been duly paid. The Madras Stock Exchange is in e process of winding up and e Company has not received any Bill for e liing fee. The shares are regularly traded in BSE Limited and were not suspended at any time during e year. AUDITORS Statutory Auditors: The Company's Auditors, M/s. S. Krishnamoory & Co., hold e office till e conclusion of e ensuing Annual General Meeting. As per provisions of Section 139 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014, e present atutory auditors of e Company who have completed a period of 10 years as on 1 April, 2014 are not eligible for reappointment after e period of 3 years from e commencement of e Companies Act, i.e after 31 March,

13 12 SUPER SALES INDIA LIMITED As per e above provisions, M/s. S. Krishnamoorhty &Co., Chartered accountants have completed e period of 10 years as on 1 April, They are not eligible for re appointment as Statutory Auditors for e financial year In order to ensure smoo transition, it is proposed to appoint one more Auditor as a Joint Statutory Auditor for e financial year and e said auditor will continue as a Statutory Auditor of e Company for a term of five years. It is proposed to appoint M/s. Subbachar & Srinivasan, Chartered Accountants as Statutory Auditors for a term of five years commencing from e financial year who will retire at e conclusion of e Annual General Meeting to be held in e year For e financial year , M/s. S. Krishnamoory & Co, Chartered Accountants and M/s. Subbachar & Srinivasan, Chartered accountants will be e joint Statutory Auditors. M/s. S. Krishnamoory & Co, Chartered Accountants will retire at e Annual General Meeting to be held in e year The auditors have consented and confirmed eir eligibility for appointment as Statutory Auditors of e Company. Co Auditor: Pursuant to Section 148 of e Companies Act, 2013 read wi e Companies (Co Records and Audit) Amendment Rules, 2014, e Board of Directors, on e recommendation of e Audit Committee, has appointed Sri. G. Sivagurunaan, Practising Co and Management Accountant, as e Co Auditor of e Company for e financial year Secretarial Auditor: Pursuant to provisions of Section 204 of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, e Company has appointed Sri. M.R.L. Narasimha, Practising Company Secretary to undertake e Secretarial Audit of e Company for e financial year The secretarial audit report for e financial year is enclosed as Annexure 2 Extract of e annual return as per e provisions of e Companies Act, 2013 is enclosed as annexure 1 The details of e meetings of e Board and committees and attendance of directors are given in e Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT In compliance of Section 134 of e Companies Act, 2013, e Directors of your Company confirm at: a. in e preparation of e annual accounts, e applicable accounting andards had been followed along wi proper explanation relating to material departures; b. e directors had selected such accounting policies and applied em consiently and made judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company at e end of e financial year and of e profit and loss of e Company for at period; c. e directors had taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of is Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; d. e directors had prepared e annual accounts on a going concern basis; e. e directors had laid down internal financial controls to be followed by e Company and at such internal financial controls are adequate and were operating effectively and f. e directors had devised proper syems to ensure compliance wi e provisions of all applicable laws and at such syems were adequate and operating effectively.

14 DISCLOSURES: Independent Directors have met all e criteria of an Independent Director and ey have given a declaration to e effect at ey have met all e criteria of an independent director as prescribed in Section 149 of e Companies Act, 2013 and e Liing agreement entered wi e Stock exchanges and SEBI (Liing Obligation and Disclosure Requirements) Regulations, The Nomination and Remuneration Policy is enclosed to is annual report. Directors are eligible to get only sitting fee for attending e Board or Committee or oer meetings as approved by e Board of Directors. Outation directors are entitled to get reimbursement of out of pocket expenses incurred by em in connection wi e attending of e Board or Committee or oer meetings. There is no qualification, reservation or adverse remarks by e atutory auditors in eir audit report or Practising Company Secretary in his secretarial audit report. The auditors have not reported any fraud to e Audit Committee or to e Board during e year Company has not provided any loans, guarantees, security or made any invements under Section 186 of e Companies Act, 2013 during e year under review. All e transactions entered by e Company during e financial year wi e related parties are in e ordinary course of business and at Arm s leng. The details of material related party transactions are given in Form AOC 2 as annexure 3. There is no material changes and commitments which have occurred between e end of e financial year and to e date of e report which affects e financial position of e Company. (A) Conservation of Energy i. e eps taken or impact of conservation of energy Energy efficient motors and replacement of tube lights wi LED bulbs are in progress to reduce energy consumption. Harmonic control filters have also been inalled. ii. e eps taken by e Company for utilizing alternate source of energy The Company has inalled wind energy generators for a total capacity of MW to tap e green energy. If e wind energy is fully evacuated is capacity can meet e entire electricity requirements of e Company. iii. e Capital invement on energy conservation equipments Rs Lakhs (B) Technology absorption i. Efforts made towards technology absorption : ii. Benefits derived like product improvement, co reduction, product development, import subitution, etc., : iii. In case of imported technology (imported during e la 3 years reckoned from e beginning of e financial year) : (a) Details of technology imported. : (b) Year of import. (c) (d) Wheer e technology been fully absorbed? If not fully absorbed, areas where is has not taken place, reasons ere for and future plans of action. iv. The expenditure incurred on Research and Development : 13

15 (C) FOREIGN EXCHANGE EARNINGS AND OUT GO The Foreign Exchange earnings and outgo during e year under review were as follows: Foreign Exchange Earned : Rs Lakhs Foreign Exchange Outgo : Raw Material imports : Rs Lakhs Stores and Spares imports (including advances) : Rs Lakhs Oers : Rs Lakhs Rs Lakhs RISK MANAGEMENT The Company has eablished a risk management frame work to identify, evaluate e business risks and opportunities. The main object of e framework is to minimise e adverse impact of e risks by taking effective mitigating measures to retain e business advantages. The identified risks and mitigation measures are reviewed by e concerned Heads and all e risks identified and mitigation measures are placed before e Board. Board is of e opinion at ere is no risk which affects e exience of e Company. CSR ACTIVITIES The CSR Committee consis of ree directors out of which two are independent directors. The Board has approved e CSR Policy and e same is poed in e website of e Company. The Company has spent e entire amount required to be spent during e financial year. Annual Report on CSR activities is annexed as Annexure 4. DISCLOSURE UNDER RULE 8 Pursuant to e provisions of e Companies Act, 2013 and SEBI (Liing Obligation and Disclosure Requirements) Regulations, 2015, e Board has carried out annual evaluation of its own performance, at of committees and individual directors for e financial year The Chairman of e Board has sent a li of criteria, as approved by e Nomination and Remuneration Committee, for evaluation of e Board s performance, at of committees and individual directors to all e Directors. Each Director has evaluated based on e criteria and communicated e results of e evaluation to e Chairman. There is no change in e nature of business. There is no appointment of Director, Key Managerial Personnel during e year and ere is no change in e Key Managerial Personnel. There is no addition or cessation of Subsidiaries, Joint ventures or Associates during e year. The Company has not accepted or holds any deposit from e public or directors or shareholders. There is no significant material orders passed by e regulators or courts or tribunals which affects e going concern atus or operations in future. The Company has eablished adequate internal control syem which is commensurate wi its nature and volume of operations. All e independent directors are in e fir term of appointment. There is no resignation of e Directors during e year The Composition of e Audit committee is given in e Corporate Governance Report. Board has accepted all e recommendations made by e Audit Committee during e year Particulars pursuant to section 197(12) and e relevant rules are given in e annexure 5 VIGIL MECHANISM The Company has eablished a vigil mechanism and adopted while blower policy which protects persons who uses e mechanism from victimization and allows direct access to e Chairman of e Audit Committee if required. The Policy is poed in e website of e Company. 14

16 REMUNERATION POLICY Based on e recommendation of e Nomination and Remuneration Committee, e Board has approved e Remuneration Policy of e Company for selection and appointment of Directors and senior management personnel, eir remuneration, policy on succession plans, Board diversity and e same is enclosed as Annexure 6 to is report. A certificate from e Statutory Auditors of e Company regarding compliance of conditions of Corporate Governance is enclosed as Annexure 7 to is report. Information Pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 In terms of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 e Company has no employee drawing salary exceeding Rs Lakhs per annum or Rs Lakhs per mon during e year under review. Company is not paying any commission to e Directors and Whole time Director. Disclosures under e Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 Company has not received any complaint under e Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 during e year ADDITIONAL DISCLOSURES In line wi e requirement of SEBI (Liing Obligation and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report, Corporate Governance Report, Related Party disclosures are made part of e Annual Report. A certificate from CEO & CFO, interalia, confirming e correctness of e financial atements is also made part of e Annual Report. GENERAL The Directors place on record eir sincere anks to all e Principals for eir whole hearted cooperation and to e bankers of e Company for eir financial assiance. Directors also wish to ank e cuomers for eir support and confidence reposed in e Company and to e employees at all levels for eir cooperation and dedication. For and on behalf of e Board Coimbatore 25 May, 2016 SANJAY JAYAVARTHANAVELU Chairman DIN:

17 ANNEXURE 1 MGT 9 Extract of e Annual Return I. REGISTRATION AND OTHER DETAILS i) CIN ii) Regiration Date iii) Name of e Company iv) Category / SubCategory of e Company v) Address of e Regiered office and contact details vi) Wheer lied company Yes/ No vii) Name, Address and Contact details of Regirar and Transfer Agent, if any L17111TZ1981PLC September, 1981 Super Sales India Limited Public Limited Company, Limited by shares 34A, Kamaraj Road, Coimbatore , Tamilnadu. Tel.: Fax : inveorscell@vaamaa.com, ssil@vaamaa.com Yes S.K.D.C. Consultants Limited, rd "Kanapay Towers", 3 Floor, 1391/A1, Say Road, Ganapay, Coimbatore CIN: U74147TZ1998PLC Tel.: , Fax: : info@skdcconsultants.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All e business activities contributing 10 % or more of e total turnover of e Company is as follows: Sl. No. Name and Description of main products / services NIC Code of e Product / service (NIC Code 2008) % to total turnover of e company 1. Textile Division : Manufacturing of Yarn Engineering Division : Manufacturing of Gears, Gear boxes III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No. Name and address of e company CIN/GLN Holding/subsidiary/ associate % of shares held Applicable Section NA IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 16

18 i) Shareholding Pattern Category of shareholders (A) Promoters (1) Indian a) Individuals/ Hindu Undivided Family b) Central Government/ State Government(s) c) Bodies Corporate d) Financial Initutions/ Banks e) Any Oers(Specify) Sub Total(A)(1) (2) Foreign a) Individuals (NonResidents Individuals/ Foreign Individuals) b) Bodies Corporate c) Initutions d) Qualified Foreign Inveor e) Any Oers(Specify) Sub Total(A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding (1) Initutions a) Mutual Funds/ UTI b) Financial Initutions / Banks c) Central Government/ State Government(s) d) Venture Capital Funds e) Insurance Companies f) Foreign Initutional Inveors g) Foreign Venture Capital Inveors h) Qualified Foreign Inveor i) Any Oer (specify) FOREIGN PORTFOLIO INV ( CORP.CAT ) SubTotal (B)(1) No.of Shares held at e beginning of e year Demat Physical Total % of Total Shares No.of Shares held at e end of e year Demat Physical Total % of Total Shares % of change during e year

19 Shareholding Pattern (contd.) Category of shareholders (2) Noninitutions a) Bodies Corporate I) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital up to Rs 1 lakh for previous year and 2 lakhs for current year ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh for previous year and 2 lakhs for current year. c) Oers (specify) Trus Directors & eir Relatives NonResident Indians Clearing Members Hindu Undivided Families SubTotal (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) (C) Shares held by Cuodian for GDRs & ADRs GRAND TOTAL (A)+(B)+(C) No.of Shares held at e beginning of e year Demat Physical Total % of Total Shares No.of Shares held at e end of e year Demat Physical Total % of Total Shares % of change during e year

20 ii) Shareholding of Promoters Sl. No. Shareholder's Name Sri. Sanjay Jayavaranavelu Smt. D. Thayarammal Smt. J. Rajyalakshmi Smt. Nera J.S. Kumar Smt. R. Uttara Sri. R. Venkatrangappan Sri. Ravi Sam M/s. Eshaan Enterprises Ltd. M/s. Lakshmi Electrical Drives Ltd. M/s. Titan Paints and Chemicals Ltd. M/s.Lakhsmi Cargo Company Ltd. M/s. Lakshmi Vignesh Security Services(P)Ltd. M/s. Lakshmi Life Sciences Ltd. M/s. Lakshmi Machine Works Ltd. Total Shareholding at e begining of e year No. of Shares % of total Shares of e Company % of Shares Pledged / encumbered to total shares Share holding at e end of e year No. of Shares % of total Shares of e Company % of Shares Pledged / encumbered to total shares % of change in share holding during e year

21 iii) Change in Promoters Shareholding (please specify, if ere is no change) Date Shareholder s Name Shareholding at e beginning of e year No. of Shares % of total Shares of e company Cumulative shareholding during e year No. of Shares % of total Shares of e company 01/04/2015 M/s. LAKHSMI MACHINE WORKS LTD 28/03/2016 Purchases rough open market /03/2016 At e end of e year iv) Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs) BENPOS Date Shareholder s Name Shareholding at e beginning of e year Cumulative shareholding during e year No. of Shares % of total Shares of e company No. of Shares % of total Shares of e company 01/04/ /04/ /03/ /03/2016 GAGANDEEP CREDIT CAPITAL PVT. LTD. GAGANDEEP CREDIT CAPITAL PVT. LTD. Sold At e end of e year /04/ /07/ /08/ /08/ /08/ /09/ /10/ /12/ /01/ /03/ /03/2016 HRIDAYNATH CONSULTANCY PVT. LTD. Sold Sold Sold Sold Purchased Sold Purchased Sold Purchased At e end of e year /04/ /05/ /05/ /08/ /03/2016 PAT FINANCIAL CONSULTANTS PVT. LTD. Purchased Sold Sold At e end of e year /04/ /03/2016 MINAL B. PATEL At e end of e year

22 Shareholding Pattern of top ten Shareholders (oer an Directors, Promoters and Holders of GDRs and ADRs) BENPOS Date Shareholder s Name Shareholding at e beginning of e year Cumulative shareholding during e year No. of Shares % of total Shares of e company No. of Shares % of total Shares of e company 01/04/ /03/2016 MINAL BHARAT PATEL At e end of e year /04/ /03/2016 PRESCIENT SECURITIES PVT. LTD. At e end of e year /04/2015 HITEN ANANTRAI SHETH /03/2016 At e end of e year /04/2015 BHARAT JAYANTILAL PATEL /03/2016 At e end of e year /04/2015 BHARAT JAMNADAS DATTANI /05/2015 Sold /08/2015 Sold /08/2015 Sold /09/2015 Sold /09/2015 Sold /09/2015 Sold /03/2016 At e end of e year /04/2015 SUKETU H. NANAVATI /05/2015 Sold /03/2016 At e end of e year /04/2015 MEHTA VAKIL & CO. PVT. LTD /03/2016 At e end of e year /04/2015 PAT FINANCIAL CONSULTANTS PVT. LTD. 30/09/2015 Purchased /10/2015 Sold /12/2015 Purchased /12/2015 Purchased /01/2016 Sold /03/2016 Purchased /03/2016 At e end of e year /04/2015 MILI CAPITAL MANAGEMENT PVT. LTD. INV /03/2016 At e end of e year