The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED
Your Directors have pleasure in presenting Thirty Seventh Annual Report and AuditedAccounts of the Company for the year ended 31st March 2019.
| || ||(Rs. in Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Total Income ||5530.76 ||4868.33 |
|Total Expenditure (excluding depreciation) ||5151.03 ||4570.47 |
|Profit before depreciation and Tax ||379.72 ||297.86 |
|Depreciation ||12.75 ||4.38 |
|Profit before Tax ||366.97 ||293.48 |
|Tax Expenses : || || |
|Current Tax ||59.74 ||103.54 |
|Deferred Tax ||(2.17) ||39.50 |
|Net Profit for the year ||309.41 ||150.44 |
|Other comprehensive income (Net of tax) ||(4.00) ||- |
|Total Comprehensive income ||305.41 ||150.44 |
REVIEW OF OPERATIONS:
The revenue from real estate activity is recognised in accordance with the"Guidance Note on Accounting for Real Estate Transactions (for entities to whom IndAS is applicable)" issued by the Institute of Chartered Accountants of India (ICAI).
During the year under review the total Income of the Company was at Rs. 5530.76 lacs ascompared to Rs. 4868.33 lacs in the previous year. The Company has reported net profit ofRs. 309.41 lacs during the year under review as against profit of Rs. 150.44 lacs in theprevious year. The total comprehensive income for the year under review was at Rs. 305.41lacs as against Rs. 150.44 lacs in the previous year.
The Lands of the Company at the Panvel Taluka were included in the Navi Mumbai AirportInfluence Notified Area (NAINA) and the CIDCO who was appointed as the Special PlanningAuthority for the NAINA had published the draft followed by a modified Draft Developmentcontrol and promotion regulations for the Interim Development plan (IDP) of NAINA andsubmitted the same to Government for its sanction. The Government had sanctioned a part ofthe said draft Interim Development Plan on 27th April 2017 and kept our land bank inexcluded portion which was pending for sanction. The Government has sanctioned theexcluded part of IDP on 1st March 2019 . In the mean time for speedier developments theCIDCO has announced the Town Planning Schemes (TPS) for NAINA in phase manner. So far noTPS Scheme has been announced for our Panvel Taluka Lands.
The company in Joint Development Developing residential project on Land admeasuring2430 sq. mtr. situated at Suvey No. 99/5 village Akurli & land admeasuring 3950 Sq.Mrt. situated at Suvey No. 99/3/2 village Akurli Taluka Panvel.
The project contruction is progressing as per schedule. It comprises of 1 & 2 Bhkunits in 3 to 5 storey buildings. Booking of the apartments have started and Company hasreceived good response. The project is RERA compliant.
The Premier Luxury residential project of the Company "BELMAC RESIDENCES"in Pune is progressing as per schedule. The project is comprises of 6 Buildings of 15story each of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden clubhousesquash court five-aside football court Hydroponic farm Spa Business Centre Gymnasiumbanquet Hall Children play area Concierge desk Games room Day care Centre and manymore facilities. The Project is RERA Compliant and being Developed in phases. The firstPhase consisting of two Buildings has been completed .
The Second phase of the Project has reached advance stage. The response of the projectis satisfactory.
In order to conserve the resources in long run the Board of Directors of your Companyhas not recommended any Dividend for the year under review.
For the financial year ended 31st March 2019 your Company has not transferred anyamount to Reserves.
CHANGE IN NATURE OF BUSINESS:
There are no changes in the nature of business during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
In Terms the provisions of Regulation 34 of the SEBI( Listing Obligation and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis is set out in thisAnnual Report.
During the year under review the company has not invited or accepted any Fixed Depositfrom the public.
LOANS AND GUARANTEE AND INVESTMENTS:
Particulars of loans investments and guarantees or securities covered under Section186 of the Companies Act 2013 are reported in the financial statement provided in thisAnnual Report.
INVESTOR EDUCATION AND PROTECTION FUND:
There has been no transfer to the said Investor Education and Protection Fund duringthe current year.
EXTRACT OF ANNUAL RETURN:
In accordance with Companies Act 2013 an extract of Annual Return in the prescribedformat is appended as "Annexure -A" to this Board's Report. The extractof Annual Return is also uploaded on the website of the Company www. supremeholdings.net.
The information required under Section 197 of the Companies Act 2013 read with Rule 5of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven in "Annexure -B'' to this Board's Report. .
RELATED PARTY TRANSACTION:
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 which may have a potential conflict with the interest of the Companyat large. Disclosure pertaining to contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013thereto is enclosed as "Annexure - C' to this report. The policy on RelatedParty Transactions is hosted on the website of the Company under the web linkhttp://www.supremeholdings. net/company-policies.htm
Your Company has one Wholly-owned Subsidiary company namely Helmet Traderz Limited ason March 31 2019. During the year under review the name of the Subsidiary Company hasbeen changed from "Helmet Traders Limited" to "Helmet TraderzLimited".
A Statement containing the salient features of the financial statement of subsidiariesin Form AOC-1 as prescribed under the first proviso to sub-section (3) of section 129 ofthe Companies Act 2013 read with rule 5 of The Companies (Accounts) Rules 2014 isattached and forms part of the Annual Report.
The policy on determining Material Subsidiaries is hosted on the website of the Companyunder the web link http://www. supremeholdings.net/company-policies.htm
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy provide guidelines to the Nomination andRemuneration Committee relating to appointment and remuneration of Directors KeyManagerial Personnel Senior Management of the Company. This Policy formulates thecriteria for determining qualifications competencies positive attributes andindependence for the appointment of Director and also the criteria for determining theremunerations of Director Key Managerial Personnel Senior Management and otheremployees. It also provides the manner for effective evaluation of performance of Boardits committees and Individual Directors.
The Nomination and Remuneration policy of the Company is also hosted on the website ofthe Company under the web link http://www.supremeholdings.net/company-policies.htm
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEES AND DIRECTORS:
Based on the criteria laid down by the Nomination and Remuneration Committee theexercise of Annual evaluation of the performance of the Board its Committee and ofIndividual Directors was carried out through as structured process covering variousaspects of the functioning such as composition of Board and Committees experience andexpertise performance of specific duties and obligation governance and complianceissues attendance contribution at meeting etc.
The performance evaluation of the Non Independent Directors was carried out by theIndependent Directors at a separately convened meeting where the performance of the Boardas a whole performance of Chairperson of the Company was evaluated and reviewed.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
SHIFTING OF REGISTERED OFFICE:
The Registered Office of the Company was shifted within local limits of Pune City fromSurvey No 38A/2 Opp. Brahma Suncity & PMC Garden Wadgaonsheri Pune - 411014 toOffice no. 510 to 513 Platinum Square Shri Satpal Malhotra Marg Pune - 411014 w.e.f.15th November 2018.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement. Thepolicy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Companyunder the web link http://www.supremeholdings.net/ company-policies.htm
A separate report on Corporate Governance is furnished as a part of the DirectorsReport as "Annexure -D" and a certificate from the Company's Auditorsregarding the compliance of conditions of Corporate Governance is annexed to the saidReport.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Familiarization programme enable the Independent Directors to understand theCompany's business and operations in depth and to familiarize them with the process andfunctionaries of the Company and to assist them in performing their role as IndependentDirectors of the Company. The Company's Policy of conducting the Familiarization programmehas been hosted on the website of the Company under the web linkhttp://www.supremeholdings.net/company-policies.htm
The Company has adequate risk assessment and mitigation policy commensurate with sizeand nature of business to ensure that all the current and future material risk exposuresof the Company are identified assessed quantified appropriately mitigated minimisedand managed. There are no elements of risk which in the opinion of the Board may threatenthe existence of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of the Companies Act 2013 Mr. Vidip Jatia will retire byrotation at the ensuing AGM and being eligible seek re-appointment.
During the year Mrs. Namita Jatia was appointed as Executive Directors with effect form01st June 2018 for a period of 3 years .
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
The terms of office of Mr. Rishabh Kalati as Independent Director expires at theensuing Annual General Meeting. Mr. Rishabh Kalati has requested the Board not to considerhim for re-appointment and relive him from the office of the Director after the expiry ofhis present term.
The Board places on record its appreciation towards valuable contribution made by Mr.Rishabh Kalati during his tenure as Director with the Company.
During the year Mr. Jiten Shah was appointed as Chief Financial Officer of the Companywith effect from 08th August 2018.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed:
i) That in the preparation of the accounts for the financial year ended 31st March2019 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;
ii) That the directors have adopted such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for the year under review;
iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
iv) That the directors have prepared the accounts for the financial year ended 31stMarch 2019 on a going concern basis.
v) That Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the Directors had devised systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
During the year Five Board Meetings were held. The details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.
The present Audit committee comprises of Mr. S. N. Atreya Mr. Rishabh Kalati Mrs.Shruti Jatia and Mr. Vidip Jatia. Mr. S. N. Atreya Mrs. Shruti Jatia and Mr. RishabhKalati are Independent Directors. Mr. S. N. Atreya is the Chairman of the Audit Committee.
AUDITORS & AUDITORS REPORT:
As per the provisions of the Act the period of office of M/s. KCPL & AssociatesLLP Chartered Accountants Statutory Auditors of the Company expires at the conclusion ofthe ensuing Annual General Meeting . It is proposed to appoint M/s Mittal Agarwal &Co. Chartered Accountant as Statutory Auditors for a period of 5 (Five) consecutiveyears.
M/s Mittal Agarwal & Co. has confirmed their eligibility and qualification requiredunder the Act for holding office of Statutory Auditors of the Company.
The notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or remarks.
There are no frauds reported by the Auditors under Section 143(12) of Companies Act2013.
Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s. Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake SecretarialAudit of the Company.
Accordingly the Secretarial audit of the Company for the financial year 2018-19 wasconducted by M/s. Shivlal Maurya & Co.
The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure- E''. There were no reservation and qualification as marked in SecretarialAudit Report which requires any explanation by the Board of Directors.
The Company Complies with all applicable mandatory Secretarial Standards issued byInstitute of Company Secretaries of India.
The company's shares are presently listed on Bombay Stock Exchange Ltd.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:
There are no significant and material orders passed by the regulators or others whichimpacts the going concern status and Company operations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY
i. The steps taken or impact on conservation of energy: Though our operations are notenergy - intensive efforts have been made to conserve energy by utilizing energy-efficient equipment.
ii. The steps taken by the Company for utilizing alternate sources of energy:
The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy. In future your Company will take steps toconserve energy and use alternative source of energy such as solar energy.
iii. The Capital investment on energy conservation equipment:
Your Company firmly believes that our planet is in dire need of energy resources andconservation is the best policy. Your Company has not made any investment on energyconservation equipment.
B. TECHNOLOGICAL ABSORPTION:
i. The efforts made towards technology absorption:
During the year the Company does not have any plant & machinery. Therefore notechnology absorption and research and development activity are carried out.
ii. The benefits derived like product improvement cost reduction product developmentor import substitution: No such specific benefit derived during the year due to technologyabsorption.
iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year:
No technology has been imported by the Company. iv: The expenditure incurred onResearch and Development:
C. Foreign Exchange Earnings and Outgo
Outgo: Sales and Marketing Expenses and Foreign
Travelling Expenses - Rs. 12.9 Lacs
The Company has Policy on Prevention of Sexual Harassment of Employee.
The Company has complied with provisions relating to the constitution of InternalCommittee (Complaint Redressal Committee) under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Complaint Redressal Committee redress complaints received regarding sexualharassment. All employees are covered under the policy. The Company has not received anycomplaint during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR) Committee incompliance with Section 135 of the Companies Act 2013.
The Company has not initiated any Corporate Social Responsibility activities as thesaid provisions are presently not applicable to the Company.
MAINTENANCE OF COST RECORDS:
The Company is required to maintain cost accounts and records from financial year2018-19 pursuant to the provision of Section 148 of Companies Act 2013 read withrelevant Rules.
The Company has maintained the Cost accounts and records as per Section 148 ofCompanies Act 2013 for the financial year 2018-19.
The Board of Directors wish to place on record their sincere appreciation andacknowledge with gratitude the support and co-operation extended by all the Governmentagencies shareholders and employees at all levels and look forwards for their continuedsupport.
| ||For and on Behalf of the Board |
|Place: Pune ||Vidip Jatia |
|Date: May 30 2019 ||Chairman & Managing Director |
| ||(DIN 06720329) |