You are here » Home » Companies » Company Overview » Supreme Tex Mart Ltd

Supreme Tex Mart Ltd.

BSE: 531934 Sector: Industrials
BSE 00:00 | 23 Aug Supreme Tex Mart Ltd
NSE 05:30 | 01 Jan Supreme Tex Mart Ltd
OPEN 0.57
52-Week high 0.57
52-Week low 0.00
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.57
CLOSE 0.57
52-Week high 0.57
52-Week low 0.00
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Supreme Tex Mart Ltd. (SUPREMETEX) - Director Report

Company director report


Dear Members

The Directors hereby present their 29th Annual Report on the business andoperations of the Company together with the audited Financial Accounts for the year endedMarch 31 2017. The Management Discussion and Analysis has also been incorporated intothis report.


• The net sale for the year is Rs. 396.00 crores as compared to Rs. 362.34 Croresof previous year.

• The Net Loss for the year ended 31.03.2017 is Rs. 43.38 Crores as compare to NetLoss of Rs. 178.84 Crores for the previous year.


Particulars Year ending 31.03.2017 Year ending 31.03.2016
Gross Sales and other Income 396.00 362.34
Depreciation and amortization 46.03 48.40
Interest 1.54 22.02
Profit Before exceptional and extraordinary Items and tax (44.82) (178.84)
Exceptional Items & Extraordinary Items 1.43 NIL
Provision for Tax NIL NIL
Share of loss transferred to minority NIL NIL
Profit/ (Loss) After Tax (43.38) (178.84)
Reserves and Surplus (225.86) (220.59)


Due to losses in the current year the company has not transferred any amount in anyreserve.


In view of heavy losses company has decided not to declare any dividend.


Company's Issued Subscribed and paid-up equity share capital as on 31 March 2017comprises of the following-

Class of Share Authorized Capital Issued Subscribed capital Paid up Capital
Number of equity shares 90000000 68230235 68230235 68230235
Nominal value per share (in rupees) 5 5 5 5
Total amount of equity shares (in rupees) 450000000 341151175 340556075 340556075


Cash and Cash equivalent as at 31st March 2017 is Rs. 13.00 Crores. TheCompany continues to focus on judicious management of working capital. Working Capitalparameters are kept under strict check through continuous monitoring.


During the year Company has not accepted deposit from the public falling within theambit of Section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014.


Detail of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes of Financial Statements.


India emerged as a ‘bright spot' in an otherwise subdued world economy when itovertook China in 2016-17 as the fastest-growing major economy in the world. ThoughIndia's fundamentals still remain strong the recent demonetization initiative undertakenby the Indian Government is expected to lower India's GDP growth from 7.6% in FY16 to 6.8%in FY17.

The Indian textiles industry is one of the oldest industries of the country. Thetextile industry has two broad segments. First the unorganized sector consisting ofhandloom handicrafts and sericulture and the second is the organized sector consisting ofspinning weaving knitting garments and home textiles segment. The industry has a majorcontribution to the national economy in terms of direct and indirect employment generationand net foreign exchange earnings. The sector contributes 14% to industrial production 4%to India's Gross Domestic Product (GDP) and 15% to the country's export earnings. It isthe second largest employment provider in the country employing nearly 51 million peopledirectly and 68 million people indirectly in 2016-17. Exports have been a core feature ofIndia's textile sector. India remains the second largest exporter of Textile and Clothing(T&C) with global share of 4.8%. Overall T&C exports in key Asian geographies havecome down over the last year primarily driven by fall in exports for both China and India.Driven by rising labor cost and strong currency China has been losing market share overthe last few years.

India textile exports on the other hand have fallen by ~5% in FY16-17 due to fall incotton textile. While the medium term outlook for Indian textile remains strong there aremany near term challenges that can impact the growth of the sector. Indian currency hasbeen gaining sharply and is likely to impact growth of export. Rising labour cost and hightransportation costs are other key challenges facing Indian textile sector. Another keychallenge facing Indian textile sector is rapid depreciation of currency by China over thelast one year. Sharp depreciation of the yuan will effect India's export competitivenessthus impacting the export volume growth trends going forward.


Supreme is manufacturer and exporter of cotton yarn synthetic yarn blended yarnknitted fabric (both grey and processed) and knitted garments. During the year underreview the Company's exports (FOB value) were to the tune of Rs. 41.46 crore and accountsfor about 10.47% of company's revenues. The company has identified two segment- yarn andgarments. The yarn segment comprises production of various types of yarn (from cottonmanmade fibers and blend thereof). Garment segment comprises of knitted garments.


As part of its initiatives under "Corporate Social Responsibility (CSR) theCompany has formed requisite CSR Committee and CSR policy was also approved by the Boardas per the requirement of Companies Act 2013. The details of the CSR Committee and CSRPolicy is explained in the Corporate Governance Report and also posted on the website ofthe Company. The Report of the Corporate Social Responsibility (CSR) Activities is annexedherewith as "Annexure 1".


The Company believes that Human Resources will play a significant role in its futuregrowth. With an unswerving focus on nurturing and retaining talent the Company providesavenues for learning and development through functional behavioral and leadershiptraining programs knowledge exchange conferences communication channels for informationsharing to name a few.

The Group's Corporate Human Resources plays a critical role in company's talentmanagement process.


Pursuant to the requirement of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 the Company has constituted a Business Risk Management Committee. Thedetails of Committee and its terms of reference are set out in the Corporate GovernanceReport forming part of the Board's Report. The Company has a robust Business RiskManagement (BRM) framework to identify evaluate business risks and opportunities. Thisframework seeks to create transparency minimize adverse impact on the business objectivesand enhance the Company's competitive advantage. The business risk framework defines therisk management approach across the enterprise at various levels including documentationand reporting.

The key business risks identified by the Company and its mitigation plans are as under.

Foreign Exchange Risks:-

Around 10% of the Total Revenue of the Company is generated through Export sales. Inthis way the Company has to deal with foreign currency from time to time. The Company usesvarious types of foreign currency forward & option contracts to hedge the risksassociated with fluctuations in the foreign currency.

Risk related to Personnel:-

Our business is increasingly dependent on the skills and competencies of our employeesand management team. The general war for talent in our growing economy has created asubstantial risk related to the retention of key personnel both in manufacturing andmanagerial levels. This risk is mitigated through effective HR policies relating torecruitment and retention and a proactive remuneration and rewards policy that isperiodically reviewed at the highest management level.

With excellent performance track as well as best HR practices we are able to attractand retain people for growth of our business.

Risk related to Safety:-

The company has taken adequate insurance covers to indemnify the risks associated withthe safety of personnel building stock and other infrastructure of the Company. Theseinclude:

1. Fire Insurance Policies.

2. Marine/ Transit Insurance Policies.

3. Theft Insurance Policies.

4. Other Miscellaneous Policies.

The company has also taken steps to strengthen IT security system as well as physicalsecurity system at all our locations

Compliance Related Risks:-

The Company is committed to being a responsible corporate citizen and respects the lawsand regulations of the country. All the compliances under various laws applicable to theCompany including under Companies Act 1956/2013 Factories Act Income Tax Act 1961 etc.are followed in Letter & Spirit.


The Company has designed and implemented a process driven framework for InternalFinancial Controls. For the year ended on March 31 2017 the Board is of the opinion thatthe Company has sound Internal Financial Controls commensurate with the size scale andcomplexity of its business operations. During the year such controls were tested and nomaterial weakness in their operating effectiveness was observed. The Company has a processin place to continuously monitor the same and identify gaps if any and implement newand/ or improved controls whenever the effect of such gaps would have a material effect onthe Company's operations.


The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal withinstance of fraud and mismanagement if any. The details of the FRM Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.


Company does not have any Subsidiary Company.


No expansion was done during the Financial Year 2016-17.


During the year Ms. Kajal Rai (DIN 07366983) was appointed on 24.07.2016 as anadditional Independent Director and her appointment as Independent director was beingregularized by shareholder in their Extra Ordinary General meeting dated 30.09.2016.Punjab State Industrial & Development Corporation Ltd. (PSIDC) withdrew the nominationof Mr. Sanjay Krishna Ahuja (DIN-00399501) and Mr. Abhay Pal Gupta (DIN 00421536) w.e.f11.01.2017 from the Board of the Company. Designation of Mr. Kuldip Singh changed fromWhole Time Executive Director to Non Executive Director w.e.f. 29.06.2017.

Furthermore Ms. Simpal Kumari (DIN 07130429) and Ms. Kajal Rai (DIN-07366983) bothIndependent Directors resigned from the Directorship of the Company on 14.03.2017. Ms.Preeti Pandey (DiN-07864432) was appointed as women Independent Director w.e.f.29.06.2017. Unfortunately she resigned from Directorship w.e.f. 22.08.2017 and Mr. GautamGupta also resigned from the position of Joint Managing Director w.e.f. 22.08.2017.

Ms. Manpreet Kaur ceased to be Company Secretary of the company vide letter dated22.05.2017. However Company appointed Mr. Gaurav Gupta as Company Secretary andCompliance Officer of the company w.e.f. 05.07.2017. Mr. Inder Pal Singh resigned from theposition of Chief Financial Officer of the company from 05.07.2017

Mr. Kuldip Singh Director (DIN 05327381) is liable to retire by rotation at the ensuingAnnual General Meeting of the Company.

17. Board Evaluation

The Board has carried out an annual evaluation of its own performance the directorsand also committees of the Board based on the guideline formulated by the Nomination &Remuneration Committee. Board composition quality and timely flow of informationfrequency of meetings and level of participation in discussions were some of theparameters considered during the evaluation process. A note on the familiarizingprogrammes adopted by the Company for the orientation and training of the Directors andthe Board evaluation process undertaken in compliance with the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in the Corporate Governance Report which forms part of this Report.

Further a Separate Meeting of the Independent Directors of the Company was held onceduring the year on 12.08.2016 which also reviewed the performance of the Non-executivedirectors Chairman of the Company and performance of the Board as a whole.

Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

Remuneration Policy

The criteria for Directors' appointment has been set up by the Nomination Remunerationand Compensation Committee which includes criteria for determining qualificationspositive attributes independence of a Director and other matters provided underSub-section (3) of Section 178 of Companies Act 2013 ("the Act"). TheRemuneration Policy is attached as "Annexure 2" to this Board'sReport.

18. Meetings

The details of the number of meetings of the Board held during the Financial Year2016-17 forms part of the Corporate Governance Report.

19. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

1. Mr. Ajay Gupta :Managing Director

2. Mr. Gautam Gupta Joint Managing Director (upto 22.08.2017)

3. Mr. Kuldip Singh : Whole Time Director (upto 29.06.2017)

4. Mr. Inder Pal Singh: Chief Financial Officer (upto 05.07.2017)

5. Ms. Manpreet Kaur : Company Secretary (upto 22.05.2017)

6. Mr. Gaurav Gupta : Company Secretary (w.e.f. 05.07.2017)


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.

i) that in the preparation of the annual accounts the applicable Accounting Standardshave been followed and that there are no material departures;

ii) that they have in the selection of the Accounting Policies consulted theStatutory Auditors and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year viz. 31.03.2017 and of the profit of theCompany for that period;

iii) that they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956/ Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

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

v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.


All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Hence the Company is not required to disclosedetails of the related party transactions in Form AOC - 2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis. The statement is supportedby a Certificate from MD and CFO. The Company has developed a Related Party TransactionsManual Standard Operating Procedures for purpose of identification and monitoring of suchtransactions.

The policy on Related Party T ransactions as approved by the Board is uploaded on theCompany's website.


During the year under review there are not any significant and material orders passedby the Regulators or Courts to the Company.


a) Statutory Auditors:-

At the Annual General Meeting held on September 30 2016 M/s Datta Singla & Co.Chartered Accountants Mandi Gobindgarh (Firm Reg. No S06185N) were appointed as theStatutory Auditors of the Company be appointed as the Statutory Auditors of the Companyfor a period of 5 years subject to ratification of their appointment by the members atevery annual general meeting. The shareholders at the ensuing annual general meeting willconsider the appointment of the Statutory Auditors. The Auditors have confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

In this regard the ratification in respect with the appointment of M/s. Datta Singla& Co. Chartered Accountants as the Statutory Auditors of the Company is proposed inthe Notice of 29th Annual General Meeting of the Company.

Members' attention is invited to the observation made by the Auditors under"Emphasis of matter" appearing in Auditors Reports. The observation made byauditor's in their report along with the management replies on it are as follows:

i) The company has not provided for finance cost in respect of Banks/FinancialInstitutions except for Punjab & Sind Bank and UCO Bank but the company has neitherprovided nor acknowledges the liability in respect of other consortium banks and financialinstitutions. The exact quantification of interest/finance cost accrued during the yearhas not been ascertained. However as computed by the company an amount of Rs. 5857.57 Lacshas not been provided for which has resulted in understatement of loss and liabilitiesby Rs.5857.57 Lacs. (Refer Note No. 41 to the financial statements)

ii) In the absence of information of Secured Borrowings (Long Term and Short Term) weare unable to comment upon the exact liabilities towards banks and financial institutionsas on balance sheet date and its impact on financial statements.

iii) In the absence of details and records of liability towards creditors covered underthe Micro Small & Medium Enterprises Development Act 2006 we are unable to report thestatus as required by the Companies Act 2013.

iv) The company has credited capital reserve account by Rs. 4231.70 Lacs by writing offthe liability towards Banks/FI's and debited capital reserve by Rs. 420.91 Lacs byincreasing the liability towards Banks/FI's. The company has not produced any evidencefacilitating such adjustment. This has resulted in overstatement of reserves and surplusunder the head capital reserve and understatement of the liability by Rs. 3810.79 lacs.

v) The secured term loan borrowing except that of Punjab National Bank amounting to Rs.1560.33 lacs and IDBI amounting to Rs.1728.28 lacs should have been classified currentliabilities since recall notice under SARFAESI Act by all banks except Punjab & SindBank and UCO Bank has been served. This has resulted in overstatement of long termborrowing and understatement of current liabilities by Rs. 15876.18 Lacs.

vi) In respect of the following receivables the company has not provided completeinformation justifying their reliability :

Sr.No. Particulars (Rs. In Lacs)
i) Interest Receivable On account Interest Subsidy (Tuffs) 1104.04
ii) Insurance Claim Recoverable 489.70
iii) Interest on Insurance Claim Recoverable 446.51
iv) Amount Receivable (Union Bank) 66.88
v) Amount Receivable (PNB) 63.79
vi) FDR Receivable from Bank 1123.88
vii) Amount Receivable (Central Bank) 977.88
viii) Vat (Notational) 239.46
Total 4512.14

The above receivables at Sr. (i) to (iii) amounting to Rs.2279.71 Lacs are outstandingfor last few years. The other receivables are due from banks who are secured creditors ofthe company. We are of the view that the bank in the normal course have adjusted theamount at Sr. No. (iv) to (vii) amounting to Rs.2232.43 Lacs against their outstanding.The necessary adjustment has not been made by the company. This has resulted inoverstatement of receivables and understatement of secured liabilities by Rs. 2232.43lacs. The consequential impact on the profit and loss amount has not been quantified bythe company.

vii) The company has made a provision for gratuity and leave encashment on estimatedbasis without actuarial valuation which in not in accordance with Accounting Standard-15on Employee Benefits. In the absence of actuarial valuation we are unable to comment onthe adequacy of the provision.

viii) The company has accounted for interest on security deposit with PSPCL amountingto Rs. 47.28 lacs on receipt basis against accrual method of accounting adopted by thecompany. In the absence of interest recoverable from PSPCL for the current year we areunable to quantify the effect of the same on loss of the company.

Company's Remarks: Company has adequate internal control system commensurate withthe size of the company and the nature of its business for the purchase of inventory andfixed assets and for the sale of goods and services. These systems are in place since theinception of the company.

It is pertinent to note that all the inadequacy of systems referred by the StatutoryAuditors were perfect till the last financial year as per their Report of the previousyears.

b) Cost Auditors:-

The Board of Directors has on the recommendation of Audit Committee approved theappointment of M/s Akhilesh Bhuchar and Co. Cost Accountants (Firm Registration No.101747) as the Cost Auditors of the company for the year 2017-2018 as fixed by Board ofDirectors as applicable and re-imbursement of out of pocket expenses incurred by them. Theproposed remuneration of the Cost Auditors would be approved by the members in the ensuingAGM.

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 Mr. Rajeev Bhambri & Associates (M. No 4327 & C.P. No 9491) a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company forFinancial year 2016-17. The Report of the Secretarial Audit Report is annexed herewith as "Annexure3".

The Secretarial Audit Report for the financial year ended March 31 2017 containscertain reservation and remarks which are given along with the management reply for thesame:

a) The company has not provided for the interest of borrowings from banks which havenot charged interest on accounts classified as non-performing assets.

b) The provision for gratuity and leave encashment is made on an estimated basiswithout Actuarial Valuation which is not in accordance with the Accounting Standard - 15on Employee Benefits.

c) Company has delayed/defaulted in payment of statutory payments as required underEmployee State Insurance Act 1948 the Employees' Provident Funds and MiscellaneousProvisions Act 1952 and the Income Tax Act 1961.

d) Company has defaulted in payment of interest and repayment of term loans to StateBank of India Central Bank of India SBER Bank Punjab National Bank IDBI BankAllahabad Bank and Union Bank of India.

Company's Remarks: Company has adequate internal control system commensurate withthe size of the company and the nature of its business for the purchase of inventory andfixed assets and for the sale of goods and services. These systems are in place since theinception of the company.

The Board on the recommendation of Audit Committee appointed M/s. Amandeep &Associates (M. No. 48541 & C.P. No. 17858) as Secretarial Auditors for the FinancialYear 2017-18.


There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2017) and the date of the Report.


The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of this Report. Therequisite certificate from the Practicing Company Secretary of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.


Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.


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 "Annexure4".


The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 5".


Shares of the company are listed on National Stock Exchange of India Limited (NSE) andBombay Stock Exchange Limited (BSE).


The details required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedin respect of Employees of the Company are given in "Annexure 6" of thisBoard's Report.

However in terms of Section 136 (1) of the Act the Report and Accounts are being sentto the Members and others entitled thereto excluding the Statement of Particulars ofEmployees as required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended. The said statement is available forinspection by the Members at the Registered Office of the Company during business hours onworking days up to the date of the ensuing Annual General Meeting.


The Directors wish to thank Customers the Government Authorities FinancialInstitutions Bankers Other Business Associates and Members for the co-operation andencouragement extended to the Company. The Directors also place on record their deepappreciation for the contribution made by the employees at all levels.


Statement in this "Management Discussion and Analysis" describing theCompany's objectives projections estimates expectations or predictions may be"forward looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make a difference to the Company's operations include globaland Indian demand supply conditions finished goods prices feedstock availability andprices cyclical demand and pricing in the Company's principal markets changes inGovernment regulations tax regimes economic developments within India and the countrieswithin which the Company conducts businesses and other factors such as litigation andlabour negotiations. The Company assumes no responsibility to publicly amend modify orrevise any forward looking statements on the basis of any subsequent developmentinformation or events or otherwise.

For and on behalf of the Board
Place : Ludhiana Managing Director Director
Dated : 22.08.2017 00842248 05327381