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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

To

The Members

The Board of Directors (Board) presents the 22nd Annual Report of Supreme (India) ImpexLimited together with the audited standalone and consolidated statement of accounts forthe year ended March 31 2017.

1. Financial results

Particulars

Standalone

Consolidated

F.Y 2017 F.Y.2016 F.Y 2017 F.Y.2016
Total Revenue from operation 3381761736 4092975598 3381856521 4096527994
Other Income 53276357 153171265 53334935 153171265
Total Expenditure 3089852922 3940675356 3089970349 3944056565
Profit before depreciation interest and Tax 345185171.37 305471507 345221107 305642693
Less: Interest 246548251 185319648 246550680 185322088
Less: depreciation 16697416 20156524 16884337 20384884
Profit Before Tax 81939504 99995336 81786090 99935721
Net Tax Expense 34798876 32786837 34798876 32707020
Profit for the year 47140628 67208499 46987214 67228702
Paid up share capital 48873190 48873190 48873190 48873190
Earning per equity share 9.65 13.75 9.61 13.76

2. PERFORMANCE

During the year under review on standalone basis the Company has achieved gross salesof Rs. 3381761736 showing a decrease approx. 16% compared to the previous year. TheProfit after Tax has stood at Rs. 47140628 as compared to Rs. 67208499 in the previousyear and the EPS has stood at Rs. 9.65.

During the year under review on consolidated basis the Company has achieved grosssales of Rs. 3381856521 showing a decrease approx. 16%compared to the previousyear.The Profit after Tax has stood at Rs. 46987214 and the EPS stood at Rs.9.61.

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:

The company has not transferred any amount to General Reserve during the financialyear.

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 under review.

c. BONUS SHARES

The Company has not issue bonus shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. INITIAL PUBLIC OFFER

The Company has not made Initial Public Offer of securities during the year underreview.

6. EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in Form MGT-9 for the Financial Year 2016-17 has beenenclosed with this report. (Annexure-I)

7. DIRECTORS& KEY MANAGERIAL PERSONNEL: DIRECTORS RETIRE BY ROTATION:

In accordance with the provision of section 152(6) of the Companies Act 2013 and interms of Article of association of the companyMrs.BhanwarideviJhawar retires by rotationat the ensuring Annual General Meeting (AGM) and being eligible offers herself forreappointment. The Board recommends her reappointment by the members at the ensuing AGM.

8. 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.

9. 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.

10. FAMILIARIZATION PROGRAM FROM INDEPENDENT DIRECTORS

With the commencement of SEBI(LODR) Regulation2015 w.e.f. December 22015 the listedentity is required to conduct the program for the new joining director of the company toget him/her familiarized with the company.

11. POLICIES:

The SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 mandated theformulation of certain policies for all listed companies.

We seek to promote and follow the highest level of ethical standards in all ourbusiness transaction. All our corporate governance policies are available on our websitehttp://supremeexports.com . The policies are reviewed periodically by the board ofdirectors and updated based on need and new compliance requirement.

12. BOARD MEETINGS:

The Board of Directors of the company met 12 times during the year 2016-2017. Thedetails of the number of meetings of the Board held during the financial year 2016-17forms part of the Corporate Governance.

13. 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:

1. that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

2. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2016 and of theprofit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; 6. that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

14. AUDITORS:

Statutory Auditors:

M/s. Soni Surana& Co. Company Chartered Accountants retires at the conclusion ofensuing Annual general meeting. M/s. Soni Surana& Co. Chartered Accountant shallcompulsory retire as statutory auditor of the company pursuant to Section 139 of theCompanies Act 2013 at the ensuing Annual General Meeting

The Company has received special notice for appointment M/s. VirendraTarun& Co.Company Chartered Accountants as statutory auditor at the ensuing Annual General Meetingof the Company.

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 2017-18 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 theremuneration payable to M/ Bikram Jain &Associates Cost Auditors is included at ItemNo. 5 of the Notice convening the Annual General Meeting.

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 2016-17 of the company. The Secretarial Audit Report is annexedherewith as "Annexure -II".

15. AUDITOR'S REMARK:

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

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

The Audit Committee consists of the following members

a. Mr. Vikas Chordia

b. Mr. Ajay Dalmia

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 vigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases.

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

17. 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".

18. 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 attract theprovision of Section 188 of the Companies Act 2013. Thus disclosure in Form AOC2 isattached with this report. 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 basis fortransactions which are of repetitive nature.

19. SUBSIDIARIES AND JOINT VENTURES:

SUBSIDIARIES:

The Company has a wholly owned subsidiary "Utility Agrotech Industries PrivateLimited". Pursuant to the provisions of Section 129(3) of the Companies Act 2013 andRules made there under a statement containing the salient features of the financialstatement of its subsidiaries in the format prescribed in Form AOC-1 is attached to thefinancial statements. The separate audited financial statements in respect of each of thesubsidiary companies shall be kept open for inspection at the Registered Office of theCompany.

20. 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.

21. 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 as at the end of the year: None

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year: None

(d) The details of deposits which are not in compliance with the requirements ofChapter V of the Act: None

22. 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".

23. MATERIAL CHANGES:

INTRODUCTION AND IMPLEMENTATION OF GST REGIME:

The Board of directors welcomes the GST regime of the Government of India that has beenmade effective from July 1 2017 as One Nation One Tax and we hope that it will result indesirably positive changes in goods and service industry of the country.

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

The National Company Law tribunal has vide its order 216/621A/CLB/MB/2015/587 hascompounded the non - compliance of Section 297 of the Companies Act 1956 for the companyand its officers in default.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

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

The Company has identified the project of imparting education to children as per itsCSR Policy. As the project is in its initial stage the fund requirement of educationtrust is limited and hence the Company could not be able to spend its entire CSRExpenditure. However the Company is identifying new projects and expanding its existingproject to spend the entire unspent CSR expenditure. The Company will spend its unspentCSR Expenditure of Rs. 2573111/- in the coming year as per its CSR policy.

26. 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.

27. 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 high levels ofoperatingperformance and cost competitiveness consolidating and buildingfor growthenhancing 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.

28. 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 Listing Agreementwithin six months from the effective date. The company entered into Listing Agreementwiththe NSE Limited.

Your Company has paid the listing fees as payable to the NSE Limited for the financialyear 2016-17 on time.

29. 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 thelisting agreement entered into with the NSEand 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 isattached to this report. A detailedreport on corporate governance as stipulated in Schedule V (c) of the SEBI (ListingObligations andDisclosure 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.

30. 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 theDirectors and designated employees of the company.The code requires pre-clearance for dealing in the company's shares and prohibitsthepurchase or sales of company's shares by the Directors and designated employees by inpossession of unpublished price sensitiveinformation in relation to the company and duringthe period when the trading window is closed. The compliance officer is responsible forimplementation of the code. All Board of Directors and designated employees have confirmedcompliances with the code.

31. 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.

32. INTERNAL FINANCIAL CONTROLS:

The company has developed and maintained adequate measures for internal financialcontrol for the year ended 31st March 2017.

33. 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 2017 is given in the separate "Annexure-V" of this Report.

34. 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 2016-2017: No. of Complaints received: Nil No. of Complaints disposed off: Nil

35. 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
Place :Surat Sd/- Sd/-
Date :30th August 2017 Managing Director Director

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