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Supreme (India) Impex Ltd.

BSE: 532558 Sector: Industrials
NSE: SIIL ISIN Code: INE971P01012
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Supreme (India) Impex Ltd. (SIIL) - Director Report

Company director report

Dear Members

The Board of Directors (Board) presents the Annual Report of Supreme (India) ImpexLimited together with the audited statement of accounts for the year ended March 31 2016.

1. Financial results

(Rsin Lacs)

Standalone

Consolidated

2015-2016

2014-2015

2015-2016

2014-2015

Revenue from operations 40929.76 35164.83 40965.28 35164.83
Other income 1531.71 887.47 1531.71 887.47
Total revenue 42461.47 36052.30 42496.99 36052.30
Profit before tax 999.95 1054.38 999.35 1045.44
Provision for tax 327.87 383.01 327.07 382.50
Profit for the year 672.08 671.37 672.29 662.94
Profit available for appropriation 672.08 671.38 672.29 662.94
Balance brought forward 2630.37 1987.88 2648.98 2014.93
Disposable surplus 3302.45 2659.26 3321.27 2677.88
Appropriations
Proposed dividend 24.44 24.44 24.44 24.44
Dividend distribution tax (net) 5.64 4.46 5.64 4.46
Balance carried forward 3272.38 2630.37 3291.20 2648.98

2. Performance

During the year under review on standalone basis the Company has achieved gross salesofRs. 40929.76 Lacs showing a growth of 16% compared to the previous year. The ProfitAfter Tax has stood at Rs. 672.08 Lacs as compared to Rs.671.37 Lacs in the previous yearand the EPS has stood at Rs. 13.75.

During the year under review on consolidated basis the Company has achieved grosssales of Rs. 40965.28 Lacs showing a growth of 16% compared to the previous year.TheProfit After Tax has stood at Rs. 999.35 and the EPS stood at Rs.13.76.

3. Dividend

Your Directors are pleased to recommend a dividend of 5% (Rs. 0.5 per equity share ofRs. 10 each) for the year subject to the approval of the shareholders at the ensuingAnnual General Meeting.

4. TRANSFER TO RESERVES:

No amount is transferred from profit & loss account to any reserve account.

5. SHARE CAPITAL: a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. b.SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year underreview. c. BONUS SHARES No Bonus Shares were issued during the year under review. d.EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to theemployees. e. INITIAL PUBLIC OFFER The Company has not made Initial Public Offer ofsecurities during the year under review.

6. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-I".

7. DIRECTORS& KEY MANAGERIAL PERSONNEL:

a) APPOINTMENT:

Mr. Shaunak Soni was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 01.09.2015.

b) Cessation:

Ms. Deepika Karnani has resigned as Company Secretary and Compliance Officer of theCompany w.e.f. 31.08.2015.

c) Director Retire by Rotation:

Mrs. Saritadevi Jugalkishor Jhawar will retire at the forthcoming Annual GeneralMeeting of the Company and being eligible offer herself for reappointment.

8. BOARD MEETINGS:

The Board of Directors of the company met 15 times during the year 2015-2016. Thedetails of the number of meetings of the Board held during the financial year 2015-16forms part of the Corporate Governance

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a) that in the preparation of the annualfinancial statements for the year ended March 31 2016 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b) that such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312016 and of the profit of the Company for the year ended on that date; c) that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) that theannual financial statements have been prepared on a going concern basis; e) that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; f) that systems to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

All Independent Directors have given declarations that they meet criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

As per requirement of Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 separate meeting of theindependent directors ("Annual Independent Directors Meeting") was convenedwhich reviewed the performance of the Board (as a whole) the non-independent directorsand the Chairman.

11. COMPANY’S POLICY ON DIRECTRS’ APPOINTMENT AND REMUNERATION:

Nomination and Remuneration Committee has formulated a policy relating to remunerationof directors and other employees which has been approved by the Board. The remunerationpolicy and the criteria for determining qualification position attributes andindependence of a director are stated in the Corporate Governance Report.

12. AUDITORS:

A. Statutory Auditors:

M/s. Soni Surana & Company Chartered Accountants retires at the conclusion ofensuing Annual general meeting and had confirmed their eligibility for the reappointmentand willingness to accept office if reappointed

B. Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014. the cost audit records maintained by the Companyin respect of its textiles products are required to be audited. Your Directors had on therecommendation of the Audit Committee appointed M/s Bikram Jain & Associates CostAccountants to audit the cost accounts of the Company for the financial year 2016-17 on aremuneration of Rs. 30000/- (Rupees Thirty Thousand Only) plus service tax and out ofpocket expenses. As required under the Companies Act 2013 the remuneration payable tothe cost auditor is required to be placed before the Members in a general meeting fortheir ratification.

Accordingly a Resolution seeking Member’s ratification for the remunerationpayable to M/ Bikram Jain &Associates Cost Auditors is included at Item No. 5 of theNotice convening the Annual General Meeting.

C. Secretarial Audit:

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 hasappointed M/s M.D. Baid & Associates Company Secretaries in Practice to undertake theSecretarial Audit for FY 2015-16of the company. The Secretarial Audit Report is annexedherewith as "Annexure -II".

13. AUDITOR’S REMARK:

The observations made in the Auditor’s Report & Secretarial Audit Report areself-explanatory and do not require further explanation.

14. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Audit Committee consists of the following members a. Mr. Vikas Chordia b. Mr. AjayDalmia c. Mr. Tansukhraj Jain

The above composition of the Audit Committee consists of independent Directors.

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board andits Powers) Rules 2014 and SEBI(LODR) Regulations 2015 the Company has in place a Whistle Blower Policy which providesfor a vigilmechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actualor suspected fraud orviolation of the Company’s Code of Conduct or Ethics Policy. It also provides foradequate safeguards againstvictimization of persons who use this mechanism and directaccess to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been posted on the website of the companyhttp://www.supremeexports.com

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in "Notes to the Financial Statement".

16. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year were in theordinary course of business and on an arm’s length pricing basis and do not attractthe provision of Section 188 of the Companies Act 2013. Thus disclosure in Form –AOC2 is not required. There were no materially significant related parties’transaction during the financial year with promoters and directors which were in conflictwith the interest of the Company. Suitable disclosure as required by Accounting Standardhas been made in the notes to the Financial Statements.

All related party Transactions are placed before the Audit Committee as also to theBoard of Directors’ for approval. Omnibus approval was obtained on a quarterly basisfor transactions which are of repetitive nature.

17. SUBSIDIARIES AND JOINT VENTURES:

SUBSIDIARIES:

The Company has one subsidiary company viz. Utility Agrotech Industries Private Limited

Utility Agrotech Industries Private Limited is wholly owned subsidiary company of yourcompany.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 and Rules madethere under a statement containing the salient features of the financial statement of itssubsidiaries in the format prescribed in Form AOC-1 is attached to the financialstatements. The separate audited financial statements in respect of each of the subsidiarycompanies shall be kept open for inspection at the Registered Office of the Company.

18. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with theapplicable Accounting Standards issued by the Institute of Chartered Accountants of Indiaform part of this Annual Report.

19. PUBLIC DEPOSITS:

The details relating to the deposits covered under Chapter V of the Act is as under:(a) Accepted during the year:

Your company has not accepted any deposits within the meaning of Section 2(31) readwith Section 73 of the Companies Act 2013 and as such no amount of principal or interestwas outstanding as on the date of the Balance Sheet. (b) Remained unpaid or unclaimed asat the end of the year: None (c) whether there has been any default in repayment ofdeposits or payment of interest thereon during the year: None (d) The details of depositswhich are not in compliance with the requirements of Chapter V of the Act: None

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-III".

21. MATERIAL CHANGES:

There is no material changes and commitment affecting the financial position of thecompany occurred between the end of the Financial Year to which this report relates andthe date of the report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of the Company and its future operations.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE

SOCIAL RESPONSIBILITY INITIATIVES:

The Company has developed and implemented any Corporate Social Responsibility Policyand detail of same is given in Annexure - IV.

The Company will spend its unspent CSR Expenditure of Rs. 2213770/- in the comingyear as per its CSR policy.

24. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany’s vision and strategy to deliver good performance.

25. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its mostimportant stakeholders.Accordingly your Company’s operationsare committed to the pursuit of achieving highlevels of operatingperformance and cost competitiveness consolidating and buildingforgrowth enhancing the productive asset and resource baseand nurturing overall corporatereputation. Your Company is alsocommitted to creating value for its other stakeholders byensuringthat its corporate actions positively impact the socio-economic andenvironmentaldimensions and contribute to sustainable growthand development.

26. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capitalmarkets to ensure better enforceability. The said regulations with effect fromDecember 1 2015. Accordingly all listed entities wererequired to enter in to the ListingAgreement within six months from the effective date. The company entered into ListingAgreementwith the BSE Limited. Your Company has paid the listing fees as payable to theBSE Limited for the financial year 2016-17 on time.

27. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

Your directors reaffirm that the Company has complied with the corporate governancenorms as stipulated under the provisions of the listing agreement entered into with theBSE and prescribed by the Securities and Exchange Board of India (SEBI).

A Certificate from Practicing Chartered Accountant confirming compliance to thecorporate governance requirements by the Company is attached to this report. A detailedreport on corporate governance as stipulated in Schedule V (c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is included in the AnnualReport.

The Management Discussion and Analysis Report covering the matters listed in Regulation34(2) (e) of the SEBI (LODR) 2015 for the year under review is given as a separatestatement in the Annual Report.

28. PREVENTION OF INSIDER TRADING

The company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of thecompany. The code requires pre-clearance for dealing in the company’s shares andprohibits the purchase or sales of company’s shares by the Directors and designatedemployees by in possession of unpublished price sensitiveinformation in relation to thecompany and during the period when the trading window is closed. The compliance officer isresponsible for implementation of the code. All Board of Directors and designatedemployees have confirmed compliances with the code.

29. ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:

During the financial year the board of directors has adopted a formal mechanism forthe evaluation of its performance as well as that of various committees individualdirectors and senior executives. The evaluation exercise was carried out throughstructured process covering various aspects of board such as composition of board/committees experience competencies and performance of duties. The whole feedback wasdiscussed in the Nomination and remuneration Committee and everything was foundsatisfactory.

30. INTERNAL FINANCIAL CONTROLS:

The company has developed and maintained adequate measures for internal financialcontrol for the year ended 31st March 2016.

31. PARTICULARS OF EMPLOYEES:

The information required Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Directors Report for the year ended 31stMarch 2016 is given in the separate "Annexure-V" of this Report.

32. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION ROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

The following is the summary of the complaints received and disposed off the financialyear 2015-16: No. of Complaints received: Nil No. of Complaints disposed off: Nil

33. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

For and on behalf of the Board of Directors Supreme (India) Impex Limited
Sd/- Sd/-
Jugal Kishore Jhawar Saritadevi Jhawar
Managing Director Director
Place : Surat
Date : 27th August 2016
Registered Office:
Plot No.823/2 Road No.8
Gidc SachinSurat-394230 (Gujarat)
CIN: L51100GJ1995PLC026968
Tel. No.:-261-2399355/56/3105483
E-mail id.:-supreme_india@hotmail.com
Website:-www.supremeexports.com