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Supreme Engineering Ltd.

BSE: 535105 Sector: Metals & Mining
NSE: SUPREMEENG ISIN Code: INE319Z01013
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Supreme Engineering Ltd. (SUPREMEENG) - Director Report

Company director report

SUPREME ENGINEERING LIMITED

(Formerly Known as: Supreme Engineering Private Limited

Supreme Heatreaters Private Limited)

REGD. OFFICE: R-223 MIDC Complex Thane Belapur Road Rabale

Navi Mumbai 400 701 Maharashtra (Wire Division)

Supreme Special Steels (Special Steels Division)

R.P. Chowdhri Marg Village Vihari OppKhopoli Railway Station

Khopoli Tal. Khalapur District Raigad Maharashtra 410203

Contact No.: 022-27648700 FAX: 022-27690341

EMAIL: cs@supremesteels.com

WEBSITE: www.supremesteels.com

CIN: L99999MH1987PLC043205

To

The Members of

SUPREME ENGINEERING LIMITED

R-223 MIDC Complex

Thane Belapur

Rabale Navi Mumbai 400 701

Your Directors are pleased to present their Thirty Second Board'sReport together with the Audited Financial statements for the year ended 31stMarch 2019.

1. EXTRACT OF ANNUAL RETURN {SECTION 92(3)} In Form MGT-9enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS

The Board of Directors duly met 15 times during financial year 2018-19.

3. DIRECTOR RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134(5) of the Companies Act2013 the Director's here by confirm that:

I. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departure.

II. The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are responsible and prudent so asto give a true and fair view of the state of affairs of the Company at the end offinancial year and of the profit and loss of the Company for that period.

III. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this actfor safeguarding the assets of the Company and for preventing and detecting the fraud andirregularities.

IV. The Directors had prepared the annual accounts on a going concernbasis.

V. The Directors in case of a listed Company had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively.

VI. The Directors had devised the proper system to ensure thecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of your Company as on 31stMarch 2019 was Rs. 249950000 Equity Shares comprising of 24995000 Equity Shares ofRs. 10 each. Your Company has issued 6584000 Equity Shares consisting of 6576000 freshequity shares and Offer For Sale of 8000 equity shares by existing shareholder Mrs.Lalita Chowdhri during the Financial Year 2018-19 by way of Initial Public Offering (IPO).The Company got listed on NSE Emerge (SME Platform of National Stock Exchange of IndiaLimited) on 06th September 2018.

5. DEPOSITS

Except the exempted deposits the Company has neither accepted norrenewed any deposits within the meaning of Companies (Acceptance of Deposits) Rules 2014.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate Internal Control System commensurate withsize scale and complexity of its operations. They have been designed to providereasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable statutes safeguarding assets fromunauthorized use executing transactions with proper authorization and ensure complianceof corporate policies. It has continued its efforts to align all its processes andcontrols with global best practices.

7. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR: (Section134)

The Independent Directors of the Company have given the declaration tothe Company that they meet the criteria of independence as provided in section 149(6) aswell as under regulation 25 of (LODR) Regulation 2015. There has been no change in thecircumstances which may affect their status as Independent Director during the year.

8. COMPANY'S POLICY ON DIRECTORS APPOINTMENT ANDREMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee has laid down the criteriafor Directors Appointment and Remuneration including criteria for determiningqualification positive attributes and Independence of Director. The followingattribute/criteria for selection have been laid by the board on the recommendation ofcommittee:

The candidate should possess the positive attributes such asleadership entrepreneurship or such other attributes which in the opinion of thecommittee are in the interest of the Company. The candidate should be free from anydisqualification as provided under sections 164 and 167 of Companies Act 2013 Thecandidate should meet the conditions of being independent as stipulated under thecompanies act 2013

The appointment or re- appointment of a Director is made pursuant to anestablished procedure which includes assessment of managerial skills professionalbehavior technical skills and other requirements as may be required by the post. TheExecutive and Whole-time Directors of the Company are paid remuneration as per their termsand conditions which are approved by the Board after taking into consideration therecommendations made by Nomination and Remuneration Committee.

9. AUDITORS Statutory Auditor:

To fill the casual vacancy caused by Bajaj & Goyanka CharteredAccountants H.L. Saini& Co. Chartered Accountants bearing FRN- 136961W wereappointed as Statutory Auditor vide Extraordinary General Meeting (“EGM”) dated24th April 2018 to hold the office from conclusion of EGM till the conclusionof the 31st Annual general Meeting to conduct Statutory Audit for the F.Y.2017-18.

As the Statutory Auditors H.L Saini & Co. were going to retirepursuant to recommendation of Audit Committee the Board proposed to appoint R.T. Jain& Co. LLP Chartered Accountants bearing FRN: 103961W/W100182 whose consent andeligibility certificate was placed before the board and were appointed in last AnnualGeneral Meeting held on 28th September 2018 for a term of 5 years.

The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The qualificationreservation and adverse remarks are mentioned in the Auditor's Report.

Cost Auditors:

Pursuant to section 148 (3) of the Companies Act 2013 and Rule 6(2) ofthe Companies (Cost records and Audit Rules) 2014 Dinesh Jain & Company CostAccountants (Registration No. 100583) are appointed as the Cost Auditors of the Companyto conduct audit of cost records made and maintained by the Company for Financial yearcommencing on 1st April 2019 and ending on 31st March 2020 at a remuneration of Rs.50000 (Rupees Fifty Thousand only) p.a. plus Service Tax & reimbursement of out ofpocket expenses that may be incurred subject to ratification by the members of the Companyat the ensuing 32nd Annual General Meeting of the Company.

Secretarial Auditor:

Pursuant to the provision of section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. SVN & Associates Practicing Company Secretary Mumbaibearing C.P No. - 14125 to undertake the Secretarial Audit of the Company for theFinancial Year 2018-19.

The Secretarial Auditor has submitted his report on Secretarial Auditconducted by him which is annexed to this report as “Annexure IV”. TheSecretarial Audit report contains qualification reservation or adverse remark as follows:

Pursuant to the provisions of Section 138 of the Companies Act 2013every listed company is required to appoint an Internal Auditor to conduct internal auditof the functions and activities of the Company. On review it was observed that the Companyhas not appointed an Internal Auditor for the financial year 2018-19.

Management's reply: The Company is in processing of appointing theInternal Auditor and the same will be appointed shortly.

10. LOAN GUARANTEE AND INVESTMENT BY COMPANY: (SECTION 186)

The Company has not given any Loan or Guarantee or security or made anyinvestment during the financial year.

11. RELATED PARTIES TRANSACTION

During the year under review all the related party transactions werein the ordinary course of the business and on arm's length basis. Those transactionswere placed before the Audit committee of Directors for prior approval in the form ofomnibus approval. Related party transactions under Accounting Standard 18 are disclosed inthe notes to the financial statement and also mentioned in Form AOC-2 pursuant to clause(h) of sub-section (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules2014 attached as Annexure-II to this report.

12. FINANCIAL RESULTS:

Particulars Current F.Y. 18-19 Previous F.Y. 17-18
Revenue from Operations 17357.35 15174.47
Other Income 115.85 55.07
Total Revenue 17473.21 1522.95
Profit before Finance Cost Depreciation 1843.38 1782.57
Extraordinary items & Taxes
Less: Finance Cost 752.72 910.57
Less: Depreciation & Amortization Expenses 188.81 151.11
Profit/ Loss Before Prior Period Items and Taxes 901.85 720.90
Exceptional and Extra Ordinary Items 0.00 0.00
Profit/ Loss Before Tax (PBT) 901.85 720.89
Less: Provision for Tax 225.12 215.81
Less: Deferred Tax 0.52 4.54
Profit/ Loss After Tax 676.20 500.53
Profit available for appropriation 676.20 500.53
Balance Carried to Balance Sheet 676.20 500.53

13. RESERVES:

The Company proposes to carry Rs. 676.20 Lakhs to the Reserves from NetProfits of the financial year 2018-19. All the requirement as laid down in Companies Act2013 and rules made their under are complied with.

14. STATE OF COMPANY'S AFFAIRS:

Your Company has achieved the Total Turnover of Rs. 173.57 Croresduring Financial Year 2018- 19 as against the Turnover of 2017-18 Rs. 151.74 Croresshowing an increase of 14.39% over the Previous Year. The management puts continuousefforts to increase the operational efficiency and turnover. Similarly the Net Profit ofyour Company during Financial Year 2018-19 is Rs. 6.76 Crores as against the Net Profit of2017-18 Rs. 5.00 Crores showing growth of 35.20% over the Previous Year.

15. DIVIDEND:

Based on the performance of your Company the Board at its meetingheld on Wednesday 29th May 2019 recommended a Dividend of Rs. 0.50 per equityshare for the Financial Year ended 31st March 2019. The proposal is subject tothe approval of shareholders of the Company at the General Meeting to be held on Friday27th September 2019. The Dividend if declared by the members at theforthcoming Annual General Meeting will be paid to all those beneficial owners holdingthe shares in electronic form as per the beneficial ownership made available to theCompany by National Securities Depository Limited (NSDL) and the Central DepositoryServices of India Limited (CDSL) as on Record Date of 19th September 2019.

16. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE

COMPANY AS ON DATE OF BALANCESHEET:

1. The Shareholders approved the following resolutions in Extra-ordinary general Meetings dated 24th April 2018:

The Shareholders' approved resolution for public issue of up to6579000 equity shares of Rs. 10 each of the Company. To fill the casual vacancy causedby Bajaj & Goyanka Chartered Accountants H.L. Saini& Co. Chartered Accountantswere appointed as Statutory Auditors of the Company to conduct Audit for the FinancialYear 2017-18.

2. The Board approved the following resolution in Board Meetingdated 04th May 2018:

Appointment of Mr. Gopal Mishra as Chief Financial Officer of theCompany.

3. The Board approved the following resolution in Board Meetingdated 31st May 2018:

As Draft Red Herring Prospectus dated 19th February 2018filed with NSE Emerge for which NSE

In principle approval was received vide letter dated 16thMarch 2018 was withdrawn due to change in Audited Financials. As per SEBI (ICDR)Regulations 2009 the audited financials should not be more than six months old from theissue opening date so the Board re-filed the Draft Red Herring Prospectus(“DRHP”) dated 31st May 2018 offering 6579000 equity shares withStock Exchange (“NSE”) with the Audited Financials for the year ended on 31stMarch 2018.

The Draft Red Herring Prospectus (“DRHP”) dated 31stMay 2018 was approved by the Stock Exchange (“NSE”) by in-principle approvalletter dated July 13 2018. Further the Company then filed the Red Herring Prospectus(“RHP”) dated July 16 2018 filed with the Registrar of Companies MumbaiMaharashtra along with all other material documents and contracts whose receipt wasacknowledged and taken on record by the Registrar of Companies Mumbai Maharashtra onJuly 18 2018.

4. The Board approved the resolution in Board Meeting dated 01stAugust 2018 and the Company approved the resolution in Extra-ordinary General Meetingdated 06th August 2018 as follows:

Due to the revision in the issue structure the Board of Directors ofthe Company on the recommendation of NSE and in consultation with the Book Running LeadManager (“BRLM”) the Board passed and approved Initial public offering througha fresh issue of equity shares not exceeding 6576000 and an offer for sale upto 8000Equity shares by existing shareholder through book built issue subject to approval ofMembers.

The Shareholders approved Initial public offering through a fresh issueof equity shares not exceeding 6576000and an offer for sale upto 8000 Equity sharesby existing shareholder through book built issue.

5. The Board approved the following resolution in Board Meetingdated 07th August 2018:

In supersession to all previous passed resolutions in respect to DraftRed Herring Prospectus subject to the approval of the Stock Exchange the Draft RedHerring Prospectus (DRHP) dated 07th August 2018 offering fresh issue of6576000 equity shares and offer for sale of 8000 equity shares by existing shareholderwas approved and filed by Board with the Stock Exchange (“NSE Emerge”).

The Draft Red Herring Prospectus (“DRHP”) dated 07thAugust 2018 was approved by the Stock Exchange (“NSE”) by in-principle approvalletter dated August 10 2018. Further the Red Herring Prospectus (“RHP”) datedAugust 11 2018 was filed with the Registrar of Companies Mumbai Maharashtra along withall other material documents and contracts whose receipt was acknowledged and taken onrecord by the Registrar of Companies Mumbai Maharashtra on August 14 2018.

6. The Board approved the following resolution in Board Meetingdated 30th August 2018:

The Final Prospectus dated 30th August 2018 offering fresh issue of6576000 equity shares and offer for sale of 8000 equity shares by existing shareholderat cash at price of Rs. 27 was filed with the Registrar of Companies Mumbai Maharashtraalong with all other supporting documents. Appointment of Cost Auditor for the FinancialYear 2018-19. Appointment of Statutory Auditor R.T. Jain & Co. LLP CharteredAccountants of the Company.

7. The Board approved the following resolution in Board Meetingdated 03rd September 2018:

Allotment of 6584000 Equity Shares of the Face Value of Rs.10/- each("Equity Shares”) at offer price of Rs.27/- each per Equity Share (including aShare Premium of Rs.17/- per Equity Share) consisting of Fresh Issue of 6576000 EquityShares by the Company and 8000 Equity Shares by the Promoter Selling Shareholder to therespective beneficiary accounts of the successful allottees under the IPO of the Company.

8. The Board approved the following resolution in Board Meetingdated 17th September 2018:

To take note of Resignation of Mr. Gopal Mishra as Chief FinancialOfficer of the Company17th September 2018. To approve the appointment of Mr.Ajay Kumar Dalmia as Chief Financial Officer (“CFO &KMP”) of the Companyw.e.f 17th September 2018

9. The Board approved the following resolution in Board Meetingdated 14th November 2018:

Approved of half yearly unaudited Financials as on 30thSeptember 2018 of the Company. Approved revision in salary terms of Mr. Pranav ChowdhriChief Executive Officer of the Company. To approve related party transactions with Mr.Sanjay Chowdhri Managing Director of the Company.

17. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

Mr. Ajay Kumar Dalmia resigned from the post of Chief Financial Officervide resignation letter 06th June 2019 with effect from 05th July2019.The resignation was accepted by the Board by way of circular resolution dated 10thJuly 2019.

18. CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGEEARNINGS

AND OUTGO:

(A) Conservation of energy:

Steps taken/ impact on Conservation of energy with special referenceto the following:

(i) Steps taken by the Company for utilizing alternate sources ofenergy including waste generated The Special Steels division at Khopoli has taken steps toinstall Induction heating furnace to replace part production done by Gas fired furnace.The advantages are as follows:

1. Lower pollution as electric/induction heating causes no pollution

2. Higher efficiency as the electric furnace uses only the powerrequired to heat the required job whereas the gas furnace requires the full furnace to befired thereby causing waste of fuel 3. Lower cost

(ii) Capital Investment on energy conversion equipment's N.A.

(B) Technology Absorption:

1. Efforts in brief made towards technology absorptionTechnology installed - Additional electro-slag re-melting furnace

2. Benefits derived as a result of the above efforts for e.g.products improvement cost reduction product development import substitution etcIncrease of production capacity for critical alloys

3. No technology was imported during the last 3 years N.A.

4. Expenditure incurred on Research and Development N.A.

(C) Foreign exchange Earnings and Outgo:

PARTICULARS AMOUNT (Rs. In lacs)
Foreign Exchange earned in terms of actual Inflows during the year 19.83
Foreign Exchange outgo during the year in terms of actual Outflows 292.71

19. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and manpower for the purpose of Risk Management. In the opinion of the Board there are no riskswhich would threaten the existence of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formulated Corporate Social Responsibility (CSR) Policyand the Annual Report on CSR activities for the financial year 2018-19 is enclosed as“Annexure III”

21. FORMAL ANNUAL EVALUATION:

The formal annual evaluation of Directors is made depending uponCompanies Evaluation Policy.

22. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OFTHE COMPANIES

ACT 2013

Since the Company has not formulated any scheme in terms of Section67(3) of the Companies Act 2013 no disclosures are required to be made.

23. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {SECTION131(1)S}

The Company has not made any modification or alteration in itsFinancial Statement / Board Report in respect of last Four Years.

24. DIRECTOR AND KEY MANAGERIAL PERSONNELS:

In accordance with the requirements of Companies Act 2013 Mrs. LalitaChowdhri Non- Executive Director and Chairperson of the Company will retire by rotationat the ensuing Annual General meeting and being eligible offers herself forre-appointment. Your Board recommends re-appointment Mrs. Lalita Chowdhri (DIN: 00096419)at the ensuing Annual General Meeting. A brief resume nature of expertise details ofdirectorships held in other companies and other information of Mrs. Lalita Chowdhri(DIN:00096419) proposing re-appointment pursuant to the provisions of the Companies Act2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended asan annexure to the notice of ensuing Annual General Meeting.

During the year following were the changes in Directors and KeyManagerial Personnel (KMPs):

Sr. No. Name of Directors/KMPs Designation Date of Change Reason
1. Mr. Gopal Mishra Chief Financial officer 17th September Resignation
2018
2. Mr. Ajay Kumar Chief Financial officer 17th September Appointment
Dalmia 2018

25. DETAILS OF COMMITTEES:

The Board has formulated following committees for compliance withcorporate governance requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

26. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT 2013

No Managing Director or Whole- Time Director of the Company was inreceipt of any remuneration or commission from the Company's Holding or Subsidiarycompanies during the financial year.

27. PERFORMANCE AND FIANANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND

JOINT VENTURE COMPANIES:

There are no Subsidiaries Associates and Joint Venture Companies ofthe Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an anti-harassment policy in line with therequirements of the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaint Committee has been set up to redress complaintsreceived regularly and are monitored by women line supervisors who directly report to theChairperson of the committee.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis as required in terms ofRegulation 34(2) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulations 2015 form part of this report. It deals with thebusiness operations and Financial performance Research and Development Expansion &Diversification Risk Management etc is enclosed as per “Annexure V”.

30. CORPORATE GOVERNANCE REPORT

Corporate Governance provisions are not applicable to your Companypursuant to Chapter IV (OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIEDSECURITIES) of Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015.

31. PARTICULAR OF EMPLOYEES

The Company has no employees who is in receipt of remuneration of Rs.850000 per month/-or Rs. 10200000 per annum and hence the company is not required togive their information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

32. DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013AND RULE 5 OF THE

COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014

Sr. No. Particulars
1. the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year Name of Directors Ratio:
Mr. Sanjay Chowdhri 31.15:1
Mr. Abhinav Chowdhri 9.34:1
2. Percentage increase in Remuneration of each director chief financial officer chief executive officer company secretary or manager if any* N.A.- Refer Notes*
3. Percentage increase in the median remuneration of employees in the financial year There was decrease in remuneration by 8.60 %
4. Number of permanent employees on the rolls of Company F.Y. 18-19- 34
F.Y. 17-18- 38
5. Average Percentile increase already made in the salaries of employees other than managerial personnel in last financial year and Its comparison with percentile increase in managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration. There was decrease in Average percentile in salaries of employees other then managerial personnel in the last financial year by 13.06% and average percentile increase/decrease in remuneration of managerial personnel can't be ascertained as the board composition was formed in December 2017 of F.Y. 2017-2018. There was no exceptional circumstance for increase for managerial personnel in the last financial year
6. Affirmation It is affirmed that remuneration is as per the Nomination & Remuneration policy of the Company

Notes:

The remuneration paid to Managing Director includes salarycontribution to Provident Fund Superannuation Fund etc.

*The Company got converted from Private into Public limited in F.Y.2017-18 so the Board Composition was formed in December 2017 therefore the comparisonof remuneration of Directors and KMP is not possible with respect to F.Y. 2017-18 and F.Y.2018-19. The remuneration details are disclosed as below:

Name Particulars Remuneration (Rs.)
2018-2019 2017-2018
Mr. Sanjay Chowdhri Managing Director 6000000 2310000
Mr. Abhinav Chowdhri Executive Director 1800000 450000***
Mr. Pranav Chowdhri Chief Executive Officer 1800000 -
Mrs. Krupali Thakkar CS & Compliance Officer 412000 85000**
Mr. Vikas Agarwal Chief Financial Officer - 200000
Mr. Gopal Mishra Chief Financial Officer 68000 -
Mr. Ajay Kumar Dalmia Chief Financial Officer 1529500 -

**Mrs. Krupali Thakkar was appointed as CS & Compliance Officerw.e.f 08.01.2018 therefore remuneration is from 08th January 2018 up to 31stMarch 2019. *** Mr. Abhinav Chowdhri was appointed as an Executive Director w.e.f. 07thDecember 2017 and he was paid remuneration w.ef. 01st January 2018 videshareholders resolution dated 09th January 2018.

33. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met Fifteen (15) in the Board Meeting heldduring the F.Y. 2018-2019

Name of Director Category / Designation of Director Number of Meeting Attended
Mr. Sanjay Chowdhri Managing Director 15/15
Mrs. Lalita Chowdhri Chairperson and Non-Executive Director 15/15
Mr. Abhinav Chowdhri Executive Director 15/15
Mr. Prakash Deshmukh Non-Executive Independent Director 15/15
Mr. Jayaraman Kannan Non-Executive Independent Director 14/15

34. AUDIT COMMITTEE:

The Audit Committee comprises of three directors out of which majoritydirectors are Independent Directors namely Mr. Prakash Deshmukh Chairman Mrs. LalitaChowdhri Member and Mr. Jayaraman Kannan Member. The Audit Committee met 6 times duringthe year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mrs. Lalita Chowdhri Chairperson and Non-Executive Director 6/6
Mr. Prakash Deshmukh Non-Executive Independent Director 6/6
Mr. Jayaraman Kannan Non-Executive Independent Director 5/6

35. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three directorsall of whom are Non-Executive Directors namely Jayaraman Kannan Chairman Mrs. LalitaChowdhri Member and Mr. Prakash Deshmukh Member. The Nomination and RemunerationCommittee met 5 times during the year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mrs. Lalita Chowdhri Chairperson and Non-Executive Director 5/5
Mr. Prakash Deshmukh Non-Executive Independent Director 5/5
Mr. Jayaraman Kannan Non-Executive Independent Director 4/5

36. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three directorsmajority of whom are Non-Executive Independent Directors namely Mrs. Lalita ChowdhriChairperson Jayaraman Kannan Member and Mr. Prakash Deshmukh Member. The StakeholdersRelationship Committee met 5 times during the year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mrs. Lalita Chowdhri Chairperson and Non-Executive Independent Director 5/5
Mr. Prakash Deshmukh Non-Executive Independent Director 5/5
Mr. Jayaraman Kannan Non-Executive Independent Director 5/5

37. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee was constituted by ourDirectors pursuant to Section 135 of Companies Act 2013 of the Companies Act Read withCompanies (Corporate Social Responsibility) Rules 2014 (including any amendment theretoor re-enactment thereof) by a board resolution dated April 26 2018. The Corporate SocialResponsibility Committee comprises of Mr. Abhinav Chowdhri Chairman Mr. Sanjay ChowdhriMember and Mr. Prakash Deshmukh Member. The CSR Committee was met twice during theFinancial year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mr. Abhinav Chowdhri Executive Director 2/2
Mr. Sanjay Chowdhri Managing Director 2/2
Mr. Prakash Deshmukh Non-Executive Independent 2/2
Director

38. ANNUAL GENERAL MEETINGS:

Details of last three AGM of the Company are as under:

Sr. No. AGM No. Date Place
1. Twenty Ninth 30th September 2016 Registered Office: Rabale Navi Mumbai
2. Thirtieth 30th September 2017 Registered Mumbai Office: Rabale Navi
3. Thirty First 28th September 2018 Registered Mumbai Office: Rabale Navi

39. EXTRA-ORDINARY GENERAL MEETINGS:

Details of Extra-Ordinary General meetings of the Company for the F.Y.2018-19 are as under:

Sr. EGM No. Date Place
No.
1. 1/2018-19 24th April 2018 Registered Office: Rabale Navi Mumbai
2. 2/2018-19 06th August 2018 Registered Mumbai Office: Rabale Navi

40. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledges the assistance andco-operation received from the Bank of India and all other statutory and non-statutoryagencies for their co-operation. The Board of Directors also wish to place on record theirgratitude and appreciation to the members for their trust and confidence shown in theCompany. The Board of Directors would like to especially thank all the employees of theCompany for their dedication and loyalty.

By order of the Board
For Supreme Engineering Limited
Sd/- Sd/-
Sanjay Chowdhri Abhinav Chowdhri
Managing Director Executive Director
00095990 07121484
Place: Navi Mumbai
Date: 17th August 2019

Annexure-I to Board's Report

EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2019

[Pursuant to Section 92(3) of the Companies act 2013 read with

[The Companies (Management and Administration) Rules 2014]