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Supreme Industries Ltd.

BSE: 509930 Sector: Industrials
BSE 00:00 | 04 Jun 1060.50 -2.80






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OPEN 1088.00
52-Week high 1413.95
52-Week low 791.15
P/E 27.14
Mkt Cap.(Rs cr) 13,474
Buy Price 1059.45
Buy Qty 1.00
Sell Price 1085.05
Sell Qty 20.00
OPEN 1088.00
CLOSE 1063.30
52-Week high 1413.95
52-Week low 791.15
P/E 27.14
Mkt Cap.(Rs cr) 13,474
Buy Price 1059.45
Buy Qty 1.00
Sell Price 1085.05
Sell Qty 20.00

Supreme Industries Ltd. (SUPREMEIND) - Director Report

Company director report

The Directors have great pleasure in presenting the 77th Annual Report together withthe Audited Financial Statements for the financial year ended 31st March 2019.

( Rs. In Crores)
FY 2018-19 FY 2017-18
Total Income 5633 4986
Profit Before Interest Depreciation & Tax 805 803
Interest & Financial Charges 26 21
Depreciation Amortization and Impairment 184 167
Profit Before Tax & Exceptional Items 595 615
Exceptional Items Gain/(Loss) 82
Profit Before Tax 677 615
Tax Expenses 216 205
Profit After Tax 461 410
Other Comprehensive Income (Net of Taxes) (2) (1)
Total Comprehensive Income 459 409


Rs. In crores
(i) Dividend on 127026870 Equity Shares of Rs 2/- each @ 650% i.e. Rs 13/-per share as under:-
(Previous year @ 600% i.e. Rs 12/- per equity share)
(a) Interim Dividend @200% i.e. Rs 4/- per share (already paid in November 2018) 51
(b) Final Dividend recommended @ 450% i.e. Rs 9/- per share 114
(ii) Corporate Dividend Tax as applicable (including Rs 10 crores paid on Interim Dividend) 34

The Board of Directors of the Company had adopted the Dividend Distribution Policy onJanuary 25 2017 in line with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The Policy is uploaded on the Company's website at


The financial performance highlights for the year ended 31st March 2019 are asfollows -The Company sold 397983 MT of Plastic goods and achieved net product turnover ofRs 5437 Crores during the year under review against sales of 371176 MT and net productturnover of Rs 4826 crores in the previous year achieving volume and product value growthof about 7 % and 13 % respectively.

Total Income and Operating Profit for the year under review amounted to Rs 5633 croresand Rs 805 crores respectively as compared to Rs 4986 crores and Rs 803 crores in theprevious financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to Rs 677crores and Rs 461 crores respectively as compared to Rs 615 crores and Rs 410 crores inthe previous financial year .


The Management's Discussion and Analysis forms an integral part of this report andgives detail of the overview industry structure and developments different productgroups of the Company operational performance of its various business segments.


The Company's financial discipline and prudence is reflected in strong credit ratingascribed by CRISIL as under.-

Total Bank Loan Facilities Rs 1760.80 crores
Long-Term Rating CRISIL AA/Positive (Outlook Upgraded from "Stable" and Rating Reaffirmed)
Short-Term Rating CRISIL A1+ (Reaffirmed)


In accordance with the terms and conditions governing the Fixed Deposit Scheme theCompany has exercised the option to repay on 1st April 2014 all the Fixed Deposits withaccrued interest as at the end of 31st March 2014. Accordingly the Company is not havingany Fixed Deposit as on 31st March 2019 except 7 deposits amounting to Rs 1 lacs whichremained unclaimed as on 31st March 2019.


The Board of Directors acknowledge the responsibility for ensuing compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of annual accounts for the year ended on 31st March 2019 and state that:

• in the preparation of the annual accounts the applicable accounting standardshad been followed and there is no material departures from the same;

• the Directors have selected such accounting policies and applied 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 as at 31st March 2019 and of the profitof the Company for the year ended on that date ;

• the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a going concern basis;

• the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

• the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;


The Company has taken the requisite steps to comply with the recommendations concerningCorporate Governance.

A separate statement on Corporate Governance together with a certificate from theauditors of the Company regarding compliance of conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of this Annual Report.


Information on conservation of energy technology absorption foreign exchange earningsand outgo required to be given pursuant to Section 134(3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- I to this report.


The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure-II to this Report.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Boards' Report for the year ended 31st March 2019 isgiven in the separate Annexure of this Report. The Annual Report excluding the aforesaidAnnexure is being sent to the Members of the Company in terms with the provision ofSection 136 of the Companies Act 2013. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before the 77th Annual General Meeting and up to the dateof the ensuing Annual General Meeting during the business hours on working days.


The consolidated financial statements of the company & its subsidiary &associates which form part of Annual Report have been prepared in accordance with section129(3) of the Companies Act 2013. Further a statement containing the salient features ofthe Financial Statement of Subsidiary Company & Associate Companies in the prescribedformat AOC-1 is annexed herewith as Annexure - III to this Report. The statementalso provides the details of performance and financial position of the Subsidiary Company& Associate Companies.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the consolidated financial statements & related information ofthe Company & Audited Accounts of its Subsidiary Company are available on the These documents will also be available for inspection during businesshours at the registered office of the company. Any member desirous of obtaining a copy ofthe said financial statement may write to the Company Secretary at the Registered Officeof the company.

The Consolidated net profit of the company and its subsidiary amounted to Rs 446 croresfor the financial year ended 31st March 2019 as compared to Rs 431 crores for the previousfinancial year ended 31st March 2018.

Additional details regarding performance of the Associate Companies & SubsidiaryCompany have been mentioned in the succeeding paragraphs.


During the year the Company received an aggregate Dividend of Rs 4.50 per Equity Sharefrom Supreme Petrochem Ltd (SPL) - promoted jointly by your Company and the Rs RahejaGroup. Net revenues and net profit for the year ended 31st March 2019 were Rs 3204 croresand Rs 49 crores respectively.


Kumi Supreme India Private Ltd. (KSIPL) is a joint venture between Kumi Kasei Co LtdJapan and the Company for the business of manufacture and sale of injection mouldedplastic components for automotive application at its manufacturing unit at Khushkhera inRajasthan. Net revenues and net loss for the year ended 31st March 2019 were Rs 91 croresand Rs 1 crores respectively


Supreme Overseas FZE 100% subsidiary of the Company at Sharjah entered into the 13thyears of its operation by achieving a coveted US$ 10 Million export sales mark during thefinancial year 2018-19. During the year under review it achieved exports sales of US$10.87 Million weighing 6565 MT in Plastics Piping Division by establishing foot holds inthirty countries across the globe. Trade Sales has increased by almost 25% and projectsales has doubled compared to previous year. It achieved unprecedented growth of about 48% in US$ value terms and about 61 % in volume terms. Company exhibited highest qualitystandards during project deliveries by subjecting 100% products to pre-shipment qualityinspection by the third parties as per stringent international standards. These ‘overthe board' quality performances will eventually fetch the Company high value projectorders in coming years.

The Company is upbeat in regard to current business scenario and targeting to achieveexport sales of over US$ 13.00 million during the current year by pitching for high valueproject orders and expanding trade horizon within the existing territorial domain andbeyond.

The Company will continue to show case Supreme brand and exhaustive product rangeacross the globe by participating into various international exhibitions or trademissions."


The Board of Directors of the Company had adopted a Policy for determining materialsubsidiary company in line with the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The Policy is uploaded on the Company's website Presently there is no material subsidiary company.


Shri S J Taparia Executive Director (DIN: 00112513) of the Company retires byrotation at the forthcoming Annual General Meeting in accordance with provisions of theCompanies Act 2013 and the Articles of Association of the Company and being eligibleoffers himself for re-appointment.

Shri Y.P. Trivedi Independent Director (DIN: 00001879) is proposed forre-appointment as an Independent Director of the Company for a period of two years from17th September 2019 to 16th September 2021 who hold office as an Independent Director ofthe Company upto the close of business hours on 16th September 2019 in his present firstterm.

Shri B.V. Bhargava Independent Director (DIN: 00001823) is proposed forre-appointment as an Independent Director of the Company for a period of two years from17th September 2019 to 16th September 2021 who hold office as an Independent Director ofthe Company upto the close of business hours on 16th September 2019 in his present firstterm.

Shri Sarthak Behuria (DIN:03290288) is proposed for appointment as an IndependentDirector of the Company for a period of five years from 7th May 2019 to 6th May 2024.

Ms. Ameeta Parpia (DIN: 02654277) is proposed for appointment as an IndependentDirector of the Company for a period of five years from 7th May 2019 to 6th May 2024.

Shri N N Khandwala Independent Non Executive Director's term is expiring on 16thSeptember 2019. He does not wish to continue beyond the present term. The Companyexpresses its appreciation for valuable contribution made by him during the tenure of hisoffice.

Smt Rashna Khan Independent Non Executive Director's term is expiring on 16thSeptember 2019. She does not wish to continue beyond the present term. The Companyexpresses its appreciation for valuable contribution made by her during the tenure of heroffice.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of the independence as prescribed both undersection 149(6) of the Companies Act 2013 and under Regulation 16 (1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.


Shri M P Taparia Managing Director Shri P C Somani Chief Financial Officer and ShriRs J Saboo AVP (Corporate Affairs) & Company Secretary were appointed as KeyManagerial Personnel of your Company in accordance with the provisions of Section 203 ofthe Companies Act 2013 and there is no change in the same during the year under review.


a. Board Meetings:

The Board of Directors met 5 times during the year ended 31st March 2019 in accordancewith the provisions of the Companies Act 2013 and rules made there under. The detailsthereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

(i) The Board in consultation with Nomination and Remuneration Committee has devisedcriteria for performance evaluation of Independent Directors Board/Committees and otherindividual Directors which includes criteria for performance evaluation of Non ExecutiveDirectors and Executive Directors. Performance evaluation has been carried out as per theNomination & Remuneration Policy.

Pursuant to amendment in section 178 by the Companies (Amendment) Act 2017 which iseffective from 7th May 2018 the Nomination and Remuneration Committee noted theamendment and decided to carryout evaluation of performance of Board its Committees andindividual Director by the Nomination and Remuneration committee. Accordingly Nominationand Remuneration Committee conducted the performance evaluation of Board its Committeesand individual Director in its meeting held on 24th January 2019 The performanceevaluation of the Independent Directors was also carried by the entire Board. Theperformance evaluation of the Chairman Managing Director & Executive Directors wascarried out by the independent Directors at its separate meeting held on 24th January2019.

(ii) The Board has on the recommendation of the Nomination & RemunerationCommittee framed a Nomination & Remuneration policy and Policy on fixation ofcriteria for selection & appointment of Directors & Senior Management Personnel.The Nomination & Remuneration Policy and Policy on fixation of criteria for selection& appointment of Directors & Senior Management Personnel are annexed herewith as

Annexure IV (A) & Annexure IV (B) to this Report.


Statutory Auditors:-

The Statutory Auditors M/s Lodha & Co. Chartered Accountants having RegistrationNo 301051E was appointed in 74th Annual General Meeting to hold office from theconclusion of 74th Annual General meeting for a term of consecutive five years tillconclusion of 79th Annual General Meeting (subject to ratification of the appointment bythe members at every Annual General Meeting). The requirement of seeking ratification ofthe members for continuance of their appointment has been withdrawn consequent upon thechanges made by the Companies (Amendment) Act 2017 with effect from May 07 2018.

The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom continuing as Statutory Auditors.


Note on financial statement referred to in the Auditor's Report are self-explanatoryand do not call for any further comments. The Auditor's Report does not contain anyqualification reservation or adverse remark.


In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directors onthe recommendation of the Audit Committee has appointed M/s. Kishore Bhatia &Associates Cost Accountants (Registration No: 00294) as Cost Auditor of the Company forthe financial year ending 31st March 2020 on a remuneration as mentioned in the Noticeconvening the 77th Annual General Meeting for conducting the audit of the cost recordsmaintained by the Company.

A Certificate from M/s. Kishore Bhatia & Associates Cost Accountants has beenreceived to the effect that their appointment as Cost Auditor of the Company if madewould be in accordance with the limits specified under Section 141 of the Act and Rulesframed thereunder.

A resolution seeking Members' approval for remuneration payable to Cost Auditor formspart of the Notice of the 77th Annual General Meeting of the Company and same isrecommended for your consideration.

Cost Audit Report for the year 31st March 2018 were filed with the Registrar ofCompanies within the prescribed time limit.

The Company is required to maintain Cost Records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013.

Accordingly the Company has made and maintained such accounts and records.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s V. Laxman & Co. Company Secretaries (C.P No. 744) to conductSecretarial Audit for the financial year ended on 31st March 2019. Secretarial AuditReport issued by M/s. V. Laxman & Co Company Secretaries in Form MR-3 forms part tothis report Annexure V. The said report does not contain any observation orqualification requiring explanation or adverse remark.


The details pertaining to composition of the Audit Committee and terms of reference areincluded in the Corporate Governance Report which forms part of this Report.


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) ofthe Act and Rules framed thereunder


There are no material changes or commitments occurring after 31st March 2019 which mayaffect the financial position of the company or may require disclosure.


The Company has successfully implemented SAP a leading ERP solution with effect from1st April 2018. After facing initial teething trouble the SAP System has since beenstabilised across all the units of the company. All the Units of the Company are using theSAP application to enhance the productivity and efficiency of the Organisation in theentire gamut of activities.


The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory &statutory compliances. During the year under review no material or serious observationhas been received from the Internal Auditors of the Company for inefficiency or inadequacyof such controls. Internal Auditors' comprising of professional Chartered Accountantsmonitor & evaluate the efficacy of Internal Financial Control system in the companyits compliance with operating system accounting procedures & policies at all thelocations of the company. Based on their report of Internal Audit function correctiveactions in the respective area are undertaken & controls are strengthened. Significantaudit observations & corrective action suggested are presented to the Audit Committee.


All the transactions with Related Parties are placed before the Audit Committee as alsoplaced before the Board for approval. Prior omnibus approval of the Audit Committee andthe Board is obtained for the transactions which are of a foreseen and repetitive nature.The transactions entered into pursuant to the omnibus approval so granted are audited anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis. Alltransactions entered into with related parties during the year were on arm's length basisin the ordinary course of business and in line with the threshold of materiality definedin the Company's policy on Related Party Transactions & are in accordance with theprovisions of the Companies Act 2013 Rules issued thereunder & Regulation 23 of(SEBI Listing Obligations and Disclosure Requirements) Regulations 2015. During thefinancial year ended on 31st March 2019 there were no transactions with related partieswhich qualify as material transactions.

The details of the related party transactions are set out in Note 38 to the standalonefinancial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2)of the Companies(Accounts) Rules 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded onthe Company's website at the Link: www.


The company has complied with the provisions of section 185 & 186 of the Act to theextent applicable with respect to the loans and investments made.


A "Vigil Mechanism Policy" for Directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.


Your Company has an elaborate risk Management procedure and adopted a systematicapproach to mitigate risk associated with accomplishment of objectives operationsrevenues and regulations. Your Company believes that this would ensure mitigating stepsproactively and help to achieve stated objectives. The entity's objectives can be viewedin the context of four categories Strategic Operations Reporting and Compliance. TheCompany consider activities at all levels of the organization viz Enterprise levelDivision level Business unit level and Subsidiary level in Risk Management framework.The Risk Management process of the Company focuses on three elements viz. (1) RiskAssessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise risk management framework; and (b) Overseeing that all the risk that theorganization faces.

The key risks and mitigating actions are also placed before the Audit Committee of theCompany. Significant audit observations and follow up actions thereon are reported to theAudit Committee. The Audit Committee reviews adequacy and effectiveness of the Company'sinternal control environment and monitors the implementation of audit recommendationsincluding those relating to strengthening of the Company's risk management policies andsystems.


The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyand the initiatives undertaken by the company on CSR activities during the year are setout in Annexure of this Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. Annexure VII.

The Policy is available on the website of the Company.


The Business Responsibility Report as approved by the Business Responsibility Committeeand Board of Directors forms part of this Annual Report.


The Company has zero tolerance towards sexual harassment at the workplace and have apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. As required under law anInternal Complaints Committee has been constituted for reporting and conducting inquiryinto the complaints made by the victim on the harassments at the work place. During theyear under review there were no cases filed pursuant to the Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013.


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


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company receivedany remuneration or commission from any of its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future.


The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirectors take this opportunity to express their grateful appreciation for theencouragement cooperation and support received by the Company from the local authoritiesbankers customers suppliers and business associates. The directors are thankful to theesteemed shareholders for their continued support and the confidence reposed in theCompany and its management.

For and on behalf of the Board of Directors

B. L. Taparia


Place: Mumbai

Date: 7th May 2019

Annexure to the Boards' Report

Information as required under Rule 8(3) of the Companies (Accounts) Rules 2014


The Company is continuously putting its efforts to improve Energy Management by way ofmonitoring energy related parameters on regular basis.

The Company is committed to transform energy conservation into a strategic businessgoal fully along with the technological sustainable development of Energy ManagementSystem. It is putting best endeavour to reduce energy consumption in all its operationsand activities.

To achieve above objectives the following steps are being undertaken by the Company:-

1 Continuously monitoring the energy parameters such as maximum demand power factorload factor TOD tariff utilization on regular basis.

2 Continuously replacing the inefficient equipment's with latest energy efficienttechnology & up gradation of equipment's continually.

3 Increasing the awareness of energy saving within the organization to avoid thewastage of energy.

4 To enhance utilization of Renewable Energy Resources.

5 Achieving the power factor near to unity in all plants by the effective reactiveenergy management.

6 To reduce the Green House Emission by improving energy efficiency at all plants.

7 Conducting Power Quality Audit at several locations.

8 Reduction of Fuel consumption of boiler by efficient maintenance thereof.

9 Exploring the feasibility of utilization of Solar Power at Plant locations whereverpossible.

10 Installed roof-top solar power plant at Jalgaon KhopoliGadegaon (situated inMaharashtra) & all the three plants viz. Plastics Piping Protective Packaging &Roto moulding situated in Madhya Pradesh. Company had also installed 1.53 Mw groundmountained capex solar power plant in Gadegaon (MH) which had commissioned in Dec-17.Company is also further exploring the feasibility of utilization of Solar Power at itsother locations.

11 Noida plant is certified for ISO-50001 Energy Management System.

12 Executed Wind Power purchase agreement for 20 lacs units/annum for Hosur unit &24 lacs units for Chennai Moulding.



On-going study in the following areas to reduce cost of conservation and improve thequality.

Evaluation of the alternative materials or additives to reduce the cost of rawmaterial.

Improving the output / input ratio to gain maximum finished products from per kg. Rawmaterial.

Wastage management is highly focused and monitored through corporate management andrecycling the product by using good waste management process

Modify the mould and dies to improve the cycle time to get higher production from thesame machine.

To modify the process parameters to improve the quality.

Expenditure on Rs & D: Not significant.


The Company has taken technical know how for manufacture of Nitrile PVC Rubber FoamSheet and Tube from Zhejing Baina Rubber Plastic Equipment Co Ltd China in the year 2018.The technology is fully absorbed. Efforts made towards Technology Absorption –The PPD division has set up the infrastructure and organization effectively to adopt thenew technology of the above product. The division has redesigned the equipment in such wayto facilitate ease of operation with higher operating band. Special focus was given onmixing equipment which was decided to import from Taiwan and also the oven design to suitsthe product specifications as required for the local market. Many of the importedingredients have been replaced by local ingredients. By adding an adhesive laminationline a large number of variants have been added.

The benefits derived like product improvement cost reduction product development orimport substitution.

The division is offering a wide range of Insulation products such as NBR sheets &large diameter tubes which are generally specified by HVAC consultants. The Insulationvertical grew significantly in the current year vis a vis previous year. The vertical isexpecting good business growth in the current year.


Particulars Rs. in Lakhs
Foreign Exchange Earned 15324
Foreign Exchange Used 218189

For and on behalf of the Board of Directors

B. L. Taparia


Place: Mumbai

Date: 7th May 2019