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Supertex Industries Ltd.

BSE: 526133 Sector: Industrials
NSE: N.A. ISIN Code: INE881B01054
BSE 00:00 | 11 Aug 7.48 -0.38
(-4.83%)
OPEN

8.73

HIGH

8.73

LOW

6.71

NSE 05:30 | 01 Jan Supertex Industries Ltd
OPEN 8.73
PREVIOUS CLOSE 7.86
VOLUME 2350
52-Week high 12.00
52-Week low 5.71
P/E 15.27
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.73
CLOSE 7.86
VOLUME 2350
52-Week high 12.00
52-Week low 5.71
P/E 15.27
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Supertex Industries Ltd. (SUPERTEXINDS) - Director Report

Company director report

Dear Members

The Directors are pleased to present herewith the Thirty-Fifth Annual Report togetherwith the audited statement of accounts of your Company for the year ended 31st March2021.

FINANCIAL RESULTS

Year ended 31.03.2021 Year ended 31.03.2020
Turnover 6442.24 12621.06
Other Income 3.98 3.56
Profit before Interest and Depreciation 391.35 441.48
Finance Costs 268.25 272.07
Profit before Depreciation 123.10 169.41
Depreciation 72.04 64.28
Profit Before Tax 51.06 105.13
Deferred Tax 5.18 (5.94)
Profit After Tax 56.24 99.19
Other Comprehensive Income (4.78) (1.08)
Total Comprehensive Income 51.47 98.10

In order to meet the growing funding requirements of the Company it has been decidedto retain the profits of the business in the Company. As such your Directors have notrecommended any dividend for the year under report.

During the year under review no amount has been transferred to General Reserves.

COVID – 19 PANDEMIC

The entire world was severely hit by the covid-19 pandemic even before the yearstarted. The first and second quarters saw a complete lockdown. The Company in themeanwhile developed many products which they could foresee appreciable demand for.Thereafter the markets slowly took off and the second half saw appreciable demand from theentire market. This led to good realizations from the market in the second half.

WORKING

The production during the year was 2375 MT as against 9414 MT last year and theturnover was Rs. 6442.24 lakhs as against Rs. 12621.06 lakhs last year. Exports were only2% of total sales made during the year this was due to the global scenario Exports were60% last year. The exports are recorded on CIF basis sans duties and taxes. Theprocessing charges were Rs.169.20 lakhs as against Rs. 168.60 lakhs last year. The netprofit after taxation decreased to Rs 56.24 lakhs as against Rs. 99.19 lakhs in the pastyear. The management is focusing on improving the capacity utilization further.

EXPORTS

The export turnover was lower at Rs. 125 lakhs as against Rs. 7587 lakhs last year andthe quantity exported was 143 MT as against 7223 MT in the last year. Exports are expectedto increase now as the pandemic is subsiding.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become/ceased to be a joint venture partner or associate of the Companyduring the financial year 2020-21.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to thisReport.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of the Nomination and Remuneration Committee Mr R K MishraChairman and Managing Director whose term ends on 25th March 2021 has been reappointedby the Board as Chairman and Managing Director for a further period of three years from26th March 2021 at a Board meeting held on 24th March 2021. In the same meeting on therecommendation of the Nomination and Remuneration Committee Mr S K Mishra ExecutiveDirector and Chief Financial Officer of the Company whose term ends on 31st March 2021has been reappointed by the Board as Whole Time Director of the Company designated asExecutive Director and Chief Financial Officer for a further period of three years from1st April 2021. Necessary resolutions in respect of both of them will be placed beforethe members for their approval in the ensuing Annual General Meeting. The Company hasreceived Notices as per the Provisions of Section 160(1) of the Companies Act 2013 froma member of the Company sponsoring their candidature as directors of the Company. TheBoard of Directors recommends their re-appointment.

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Harshvardhan Mishra Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Board of Directors has laid down the manner in which formal annual evaluation ofthe performance of the Board its Committees and Individual Directors has to be made. Itincludes circulation of evaluation templates to respective Directors for evaluation of theBoard and its Committees Independent Directors/non Independent Directors/ ExecutiveDirectors and the Chairman of the Company. The results of the evaluation were satisfactoryand adequate and meet the requirement of the Company.

MEETINGS

During the year six Board Meetings six Audit Committee Meetings one StakeholdersRelationship Committee Meetings two Nomination and Remuneration Committee Meetings andone Independent Directors Meeting were convened and held. The details of which are givenin the Corporate Governance Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees exceeding the limit prescribed underthe provisions of section 186 of the Companies Act 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy for directors and employees to report concernsabout unethical behavior genuine concerns or grievances. The said policy has been postedon the website of the Company.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Managementemployees. The Policy is approved by the Nomination and Remuneration Committee and theBoard. The details of this policy are explained in the Corporate Governance Report.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has constituted Internal Complaints Committee as per the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and also has apolicy and framework for employees to report sexual harassment cases at workplace. ThePolicy aims to provide protection to employees at workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment. During the financial year 2020-21 theCompany has not received any complaints on sexual harassment.

FIXED DEPOSITS

The outstanding amount of Deposits with your Company was Nil. During the year yourCompany has not accepted any deposits within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with therelated party transactions policy of the company. All Related Party Transactions areplaced before the Audit Committee for its approval. Omnibus approval was obtained on ayearly basis for transactions which are of repetitive nature and a statement givingdetails of all Related Party Transactions are placed before the Audit Committee and theBoard for review and approval on a quarterly basis.

The Policy on dealing with related party transactions as approved by the Board may beaccessed on the Company's website. Your Directors draw attention of the members to Note 28to the financial statement which sets out related party disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND THE DATE OF THIS REPORT

The second half of the past year showed much promises. However the pandemic re-emergedin the current year and the first four-five months faced a similar lockdown as last year.This is likely to reflect in the current year financials.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. Theassessment is periodically examined by the Board.

CORPORATE GOVERNANCE

The Company attaches considerable significance to compliance with the conditions ofCorporate Governance stipulated in Clause ‘C' of Schedule V on Annual Report pursuantto Regulations 34(3) of SEBI Listing Regulations. A Report on Corporate Governance ishereto annexed.

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non-Executive Independent Directors Ratio to median remuneration
Mr G R Toshniwal 0.14
Mr M A Sharma 0.14
Mr P R Kapadia 0.14
Mrs Meeta Shingala 0.14
Executive Directors
Mr R K Mishra Chairman and Managing Director 11.60
Mr S K Mishra Director and CFO 9.07
Mr Harshvardhan Mishra Director 3.05
Mr Yashvardhan Mishra Director 2.58

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Non-Executive Independent Directors
Mr G R Toshniwal -
Mr M A Sharma -
Mr P R Kapadia -
Mrs Meeta Shingala -
Executive Directors and KMPs
Mr R K Mishra Chairman and Managing Director 5.31
Mr S K Mishra Director and CFO 5.29
Mr Harshvardhan Mishra 1.50
Ms Vaishali Mungekar Company Secretary -

c. The percentage increase in the median remuneration of employees in the financialyear: 2 % d. The number of permanent employees on the rolls of Company: 71

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

- Average increase in the remuneration of all employees excluding KMPs: 2 % - Averageincrease in the remuneration of KMPs: 5 %

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g. The information required pursuant to Section 197 read with Rule 5 (2) and rule 5(3)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is as follows:

a) Employed throughout the year- NIL
b) Employed for part of the year- NIL

AUDITORS

A) Statutory Auditor:

M/s. S.M. Gupta & Co. Chartered Accountants were appointed as Auditors of theCompany for a period of five years from the conclusion of the Annual General Meeting heldon 29th September 2017. There is no audit qualification reservation or adverse remarkfor the year under review.

B) Cost Auditor:

The Board of Directors on the recommendation of the Audit Committee has re-appointedM/s NNT & Co. Cost Accountants (Firm Registration Number 100911) as Cost Auditor toaudit the cost records of the Company for the Financial Year 2021-22. As required underthe Companies Act 2013 a resolution seeking members approval for the remunerationpayable to the Cost Auditor forms part of the Notice convening the Annual General Meetingfor their ratification.

C) Secretarial Auditor:

The Board has re-appointed M/s Vikas R. Chomal & Associates Practicing CompanySecretaries Mumbai to carry out Secretarial Audit under the provisions of Section 204 ofthe Companies Act 2013. The report of the Secretarial Auditor is annexed to this reportas Annexure - II.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended on 31st March 2021 and statesthat:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

` (b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

(c) the directors had taken proper and sufficient care 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 andforming part of the Directors' Report for the year ended 31st March 2021 are annexed tothis report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Management Discussion & Analysis Report is attached and forms apart of this Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contribution made bythe executives officers and workmen of the Company during the year. The Board alsoacknowledges with thanks the support co-operation and assistance given by our bankersAxis Bank and Punjab National Bank.

For and on behalf of the Board
R K Mishra
Chairman and Managing Director
Mumbai 13th August 2021

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