You are here » Home » Companies » Company Overview » Supreme Petrochem Ltd

Supreme Petrochem Ltd.

BSE: 500405 Sector: Industrials
NSE: SPLPETRO ISIN Code: INE663A01025
BSE 00:00 | 11 Aug 819.95 -1.40
(-0.17%)
OPEN

834.95

HIGH

834.95

LOW

815.55

NSE 00:00 | 11 Aug 819.65 -1.65
(-0.20%)
OPEN

834.00

HIGH

834.00

LOW

815.50

OPEN 834.95
PREVIOUS CLOSE 821.35
VOLUME 4011
52-Week high 1027.05
52-Week low 602.20
P/E 10.92
Mkt Cap.(Rs cr) 7,710
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 834.95
CLOSE 821.35
VOLUME 4011
52-Week high 1027.05
52-Week low 602.20
P/E 10.92
Mkt Cap.(Rs cr) 7,710
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Supreme Petrochem Ltd. (SPLPETRO) - Director Report

Company director report

Members

The Board of Directors of the Company are delighted to present theThirty Third Annual Report of the Company along with its Audited Financial Statements forthe Financial Year ended on March 31 2022.

1. FINANCIAL HIGHLIGHTS

(Rs in lakhs)

Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue (net of GST) 506279.78 320645.12
Profit Before Tax (PBT) 88781.81 64378.36
Less - Tax Expenses 22455.32 16629.19
Profit After Tax (PAT) 66326.49 47749.17
Interim/Final Dividend on equity shares (including corporate dividend tax) paid during the year 15513.41 3760.82
Transfer to General Reserves 45000 30000.00
Retained Earnings 26502.42 20689.35

2. DIVIDEND

During the year under review Directors of the Company on OctobeRs 202021 declared an interim dividend of RS 4.00 (Rupees Four Only) per share for financialyeaRs 2021-2022 on its paid up Equity Share Capital consisted of 94020671 equity sharesof RS 10/- each leading to a total outflow of RS 3760.83 Lakhs.

Directors have further recommended a final dividend of RS 14/- (RupeesFourteen only) per share for financial yeaRs 2021-2022 (350%) on its paid up Equity ShareCapital consisting of 94020671 Equity Shares of RS 4/- each post reduction of sharecapital leading to an outflow of RS 13162.89 lakhs subject to approval of members in theensuing Annual General Meeting of the Company.

The payout of dividend is in line with the Company's policy to meet itslong-term growth objectives and will be met through internal cash accruals of the Company.

Pursuant to the provisions of Regulation 43A(1) of SEBI (LODR)Regulations 2015 the Company has formulated its Dividend Distribution Policy which isavailable on the website of the Company www.supremepetrochem.com.

3. REVIEW OF OPERATIONS

Company's revenue stood at RS 5062.80 Crores (net of GST) for the yearunder review as compared to RS 3206.45 Crores (net of GST) in the previous year. Companyduring the year under review earned a net profit of RS 663.26 Crores against RS 477.49Crores in the previous year. Healthy delta between price of raw material and Company'sproducts prevalent globally aided by overall growth in Company's volumes by 16.7% helpedimprove Company's performance for the F.Y 2021-22. Improved demand from appliances sectorwith local manufacturers ramping up production and also from non OEM segments helpedincrease in the volumes. XPS board was in demand for packaging and transportation of Covidvaccine apart from improved usage in institutional construction.

4. REDUCTION OF SHARE CAPITAL

The Board of Directors of the Company in their meeting held on March12 2021 recommended the scheme for the reduction of paid up equity share capital of theCompany in terms of Section 66 of the Companies Act 2013 and Regulation 37 of SEBI (LODR)Regulations 2015. As per said scheme a sum of RS 6/- per share was to be returned toeligible shareholders by way of reduction of nominal and paid-up value of each equityshare from RS 10/- to RS 4/- per share. The said scheme was approved by the shareholdersvide special resolution dated 13-08-2021 and subsequently also approved by NationalCompany Law Tribunal Mumbai Bench Mumbai ("NCLT") vide order dated 10-03-2022.

Post the reduction of paid-up equity share capital of Company asaforesaid the authorised equity share capital of the Company will be RS 125 Croresdivided into 312500000 equity shares of RS 4/- each. The issued subscribed and paid upshare capital of the Company therefore stands reduced to RS 376082684/- (Rupees ThirtySeven Crores Sixty Lakhs Eighty Two Thousand Six Hundred and Eighty Four Only ) dividedinto 94020671 (Nine Crores Forty Lakhs Twenty Thousand Six Hundred Seventy One Only)equity shares of RS 4/- each fully paid up as against earlier its Share Capital of RS940206710 (Rupees Ninety Four Crores Two Lakhs Six Thousand Seven Hundred Ten Only)divided into 94020671 equity shares of RS 10/- each fully paid up. An amount of RS 6/-per equity share has been paid to the eligible equity shareholders of the Company as onthe record date April 8 2022 and the remaining 218479329 equity shares of RS 4/-(Rupee Four Only) each are unissued.

The paid up share capital of the Company therefore stands reduced toRS 3760.83 Lakhs from earlier capital of RS 9402.01 Lakhs as on March 312022.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCEREPORT

Management Discussion and Analysis Report (including the details w.r.tTechnology Import Capital Expenditure (CAPEX) expansion activities) & CorporateGovernance Report of the Company for the year under review are annexed to the AnnualReport separately forming its integral part. The Certificate(s) issued by M/s Parikh &Associates Practicing Company Secretaries pertaining to compliance of 'CorporateGovernance' conditions by Company as applicable and no debarment or disqualification ofDirectors of the Company by SEBI/ MCA or any other statutory authority from beingappointed or continue as Director of the Company is annexed to Corporate Governance Reportvide Annexure - A & B respectively.

6. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Business Responsibility and Sustainability Report for the year underreview in terms of amended Regulation 34(2) (f) of SEBI (LODR) Regulations 2015 thoughoptional for F.Y 2021-22 is annexed separately forming integral part of the AnnualReport.

7. HEALTH SAFETY & ENVIRONMENT (HSE)

Considering the significance of Health Safety & Environment (HSE)to any petrochemical operations Company has established a robust HSE system at both ofits plants situated at Amdoshi Maharashtra and Manali Chennai.

Both the Environmental Management System and Occupational Health andSafety Management System continue to be maintained by the Company as per the ISO14001:2015 Standard and ISO 45001:2018 Standard respectively.

Company continues to implement the HSE Management Systems under theGuiding Principles of declared Integrated Management System Policy (Occupational Healthand Safety Policy' and 'Environmental Policy').

HSE Performance Index for the period under review is in"Excellent" Range.

The Company has completed 7837 accident-free days as on March 312022which amounts to 20.50 million manhours of accident-free operations.

8. DIRECTORS AND WHOLE TIME MANAGERIAL PERSONNEL

(A) Change in Directors and Key Managerial Personnel:

(i) Appointment of Directors retiring by Rotation:

Shri M. P Taparia (DIN 00112461) and Shri S. J. Taparia (DIN 00112513)Directors of the Company will retire by rotation at the ensuing Annual General Meeting ofthe Company and being eligible have offered themselves for re-appointment as NonExecutiveand Non-Independent Directors of the Company.

Except above changes which the Board recommends and are included inthe AGM notice for seeking approval of members there is no other change in thecomposition of the Board of Directors and Key Managerial Personnel (KMPs) of the Companyduring the year under review.

(B) Annual evaluation of the Board and Board Committees:

Company has a well-defined criterion for evaluation of performance ofthe Board and its Committees Independent Directors Non-Independent Directors andChairperson of the Company as approved by its Nomination and Remuneration Committee.

Pursuant to the provisions of Section 178(3) of Companies Act 2013 andRegulation 17(10) of SEBI (LODR) Regulations 2015 the Board has carried out the annualevaluation of Independent Directors of the Company viz. Shri M. S. Ramachandran Shri R.Kannan Ms. Ameeta Parpia Dr. S. Sivaram and Shri Rajeev Pandia individually and workingof all the Committee of the Board and found their performance to be highly commendable.They also noted that all the Independent Directors of the Company are fulfilling thecriteria of their independence as per the provisions of Section 149(6) of Companies Act2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015 and the Directors of theCompany do not bear any debarment / disqualification with respect to their continuance inthe Directorship of the Company as per their disclosures made to the Company.

Further pursuant to the aforesaid Provisions of Companies Act 2013 andRegulation 25(3) & (4) of SEBI (LODR) Regulations 2015 the Independent Directorscarried out the annual evaluation of NonIndependent Directors viz. Shri M. P Taparia ShriRajan B Raheja Shri B. L. Taparia Shri S. J. Taparia Shri K.V. Mujumdar and the Boardas a whole and the Chairperson of the Company and were immensely satisfied with theirefficient management of the overall affairs of the Company. They also appreciated thefocused leadership and versatile functioning of the Board Chairperson Shri M. P Taparia inmaintaining the values ethos principles and standards of Corporate Governance.

The Board expressed its contentment with the evaluation resultsreflecting the high level of engagement of the Board and its Committees in managing theoverall affairs of the Company and its Management.

The Criteria related to evaluation of Independent Directors aredisclosed in the Corporate Governance Report annexed to the Annual Report separatelyforming its integral part.

The criteria / policies of the Company for selection of Directors andRemuneration Policy for Directors Key Managerial Personnel (KMPs) / Sr. ManagementPersonnel and other employees of the Company is annexed to the Board Report vide Annexure1 forming integral part of the Board Report.

(C) Familiarization Programme of the Independent Directors:

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR)Regulations 2015 the details of the Familiarization Programme conducted for IndependentDirectors during the year under review is placed on the website of the Company and can beaccessed at www.supremepetrochem.com.

(D) Declaration from Independent Directors

Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Companies Act 2013 and Rules framed thereunder andRegulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. There has been no change in the circumstancesaffecting their status as Independent Directors of the Company during the year underreview.

In the opinion of the Board the Independent Directors possessappropriate balance of skills experience and knowledge as required for conducting theaffairs of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of The Companies Act2013 Directors confirm that:

(a) in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 that period;

(c) proper and sufficient care have been taken 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;

(d) the annual accounts have been prepared on a going concern basis;

(e) internal financial controls laid down by the Directors werefollowed by the Company and that such internal financial controls are adequate and areoperating effectively;

(f) proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems are adequate and operatingeffectively.

10. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act2013 all unpaid or unclaimed dividends for a period of seven years are required to betransferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government.

Company transferred an aggregate amount of RS 38.73 Lakhs during theyear under review to the Investor Education and Protection Fund Account. The aggregateamount transferred to the fund since January 2002 is RS 529.59 Lakhs.

Further Section 124(6) of the Companies Act 2013 requires that allshares in respect of which unpaid or unclaimed dividend has been transferred to IEPFshall also be transferred to IEPF. The Rules notified by Ministry of Corporate Affairsinter alia other matters contain provisions for transfer of all shares in respect ofwhich dividend has not been paid or claimed for seven consecutive years or more in thename of IEPF.

In view of above provisions Company transferred 89355 equity sharesbelonging to 569 shareholders between 10/01/2022 to 15/01/2022 to the Investor Educationand Protection Fund Account including 100 equity Shares from the Unclaimed SuspenseAccount.

The unclaimed dividends on equity shares paid in SeptembeRs 2015 willbe due for transfer to the IEPF in September 2022. Investors who have not yet claimedthese dividends are requested to contact the Company or the RTA of the Company for anysupport required in this regard.

The Company will upload full details of such shareholders and sharesdue for transfer to IEPF Account on its website atwww.supremepetrochem.com/investorrelations. Members are requested to complete formalitiesfor claiming unpaid dividend if any to avoid transfer of such shares to IEPF. Pleaserefer to the section Shareholders' Assistance in the Corporate Governance Report forfurther details.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION CAPITAL INVESTMENTFOREIGN EXCHANGE EARNING AND OUTGO

Information(s) required pursuant to the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 arestated as hereunder

A CONSERVATION OF ENERGY

Energy Conservation programme at both the plant locations of theCompany resulted in saving of energy to the extent of 371600 KWH (comprising of 253979 KWHat Amdoshi Plant Maharashtra and 117621 KWH at Manali Plant Tamilnadu).

The energy conservation programme mainly comprised of replacement ofHPSV and HPMV Fittings with LED Fittings replacement of existing induction motors withenergy efficient induction motors provision of VFDs and optimisation of equipmentutilisation in plant.

B TECHNOLOGY ABSORBTION

As far as Technology absorption is concerned all the previouslysupplied technologies have fully been absorbed and implemented.

C CAPITAL INVESTMENT

The details w.r.t. Capital Investment of the Company (viz. CAPEX) arestated in the Management Discussion and Analysis Report of the Company separately annexedto the Annual Report forming its integral part.

D FOREIGN EXCHANGE EARNINGS AND OUTGO (ON ACTUAL BASIS)

(Rs in lakhs)

Foreign exchange earnings and outgo (Actuals) F.Y. 20212022
a. Inflow in Foreign Currency 44424.62
b. Outflow in Foreign Currency 353126.00

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

With respect to disclosures pertaining to remuneration of employees andother details as required under Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and also having regard to the proviso to Section 136(1) of theCompanies Act 2013 and as advised the Annual Report excluding the aforesaidinformation(s) is being sent to the members of the Company however statement showing thenames and other requisite particulars of such employees drawing remuneration in excess ofthe threshold limits set out in the aforesaid rules is available for inspection at theRegistered Office of the Company during working hours for a period of 21 days before thedate of AGM and any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished on request.

The Annual Report of the Company is also available on its websitewww.supremepetrochem.com Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year:

a. The ratio of the remuneration of Executive Director to the medianremuneration of the employees of the Company for the financial yeaRs 2021-22:

Name of the Executive Director Remuneration Ratio
Shri K.V. Mujumdar 13.86:1

b. The percentage increase in remuneration of Manager CFO Whole TimeDirector and Company Secretary in the F.Y 2021-22:

Designation % Increase in the remuneration 2021-2022
Manager 10.86%
Chief Financial Officer (CFO) 10.75%
Whole Time Director 15.83%
Company Secretary 12.47%

c. The Key parameters for any variable component of remunerationavailed by the Whole Time Director; it is dependent on Company and employee's performance.

d. The percentage increase in the median remuneration of employees inthe Financial YeaRs 2021-2022 - 10%

e. The number of permanent employees on the rolls of Company as on31.03.2022 - 382

f. The average percentage increase in the salaries of employees otherthan the Managerial Personnel was 11% as compared to the average % increase of 13.35% inthe Managerial personnel remuneration.

The Company affirms that the remuneration is as per the RemunerationPolicy of the Company.

13. AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. G M Kapadia & Co. is the Statutory Auditors of the Companyand their Audit Report forms integral part of the Annual Report. The members in the AnnualGeneral Meeting held on July 18 2018 appointed M/s. G M Kapadia & Co. CharteredAccountants (FRN104767W) as Statutory Auditors of the Company to hold office fromconclusion of 29th Annual General Meeting of the Company to the conclusion of its 34thAnnual General Meeting to be held in calendar yeaRs 2023. The requirement of ratificationof appointment of Statutory Auditors every year by the members of Company have beenwithdrawn w.e.f. May 7 2018 vide Companies (Amendment) Act 2017.

During the year under review the Audit Report does not contain anyqualification reservation adverse remark or disclaimer and no fraud was noticed by theAuditors of the Company during Financial YeaRs 2021-2022 which is reportable under Section143(12) of the Companies Act 2013.

Cost Auditors

M/s. Kishore Bhatia & Associates has been appointed by the Board asCost Auditors of the Company to conduct audit of its cost accounting records for thefinancial yeaRs 2022-2023.

In accordance with the requirement of the Central Government andpursuant to the provisions of Section 148 of the Act the Company has maintained the costrecords for Financial YeaRs 2021-2022 as applicable. Annual Audit of the cost accountingrecords of the Company is also carried out by the Cost Auditors.

The remuneration payable to the Cost Auditors is required to be placedbefore the members in General Meeting for their ratification. Accordingly a resolutionfor the remuneration of said cost auditor is included in the AGM notice of the Companyvide Item No. 5 annexed to the Annual Report.

Secretarial Auditors

The Company has devised proper systems to ensure compliance with theprovisions of secretarial standards issued by the Institute of Company Secretaries ofIndia as applicable to the Company and that such systems are adequate and operatingeffectively.

Pursuant to the provisions of Section 204 of Companies Act 2013 andrules thereto M/s. Parikh & Associates Practicing Company Secretaries has beenappointed by the Board as Secretarial Auditors of the Company to conduct its secretarialaudit for the Financial YeaRs 20222023.

The Secretarial Audit Report for the Financial Year ended March 312022in form No. MR-3 is annexed to this Board Report vide Annexure-2 forming integral partthereof. The Secretarial Auditors' Report does not contain any qualification reservationor adverse remark.

14. RELATED PARTY TRANSACTIONS

Transactions with related parties during the year under review were incompliance with the provisions of Regulation 23(1) of SEBI (LODR) Regulations 2015 andSection 188 of Companies Act 2013. These transactions were in the ordinary course ofbusiness and on an arm's length basis. During the year under review Company did not enterinto any contract or arrangement which could be considered material as per the policy ofCompany on materiality of Related Party Transactions.

The said Policy on materiality of Related Party Transactions asapproved by the Board is available on the Company's website at the link:www.supremepetrochem.com. Information with respect to Related Party Transactions takenplace during financial yeaRs 2021-22 is annexed to the Board Report in form AOC-2 videAnnexure 3 forming its integral part.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) in termsof Section 135 of Companies Act 2013 and Schedule VII thereto. The CSR Policy as approvedby the Board is available on the Company's website at the link: www.supremepetrochem. com.

The Company during the financial yeaRs 2021-2022 has spent an amountof RS 565.55 Lakhs on various CSR activities as against the total required amount of RS540.27 Lakhs post adjustment of the set off amount of RS 14.94 Lakhs excess CSRexpenditure incurred in Financial YeaRs 2020- 2021. An unspent amount of RS 416.38 Lakhsin respect of two ongoing projects in Maharashtra State has been deposited in a separatebank account for spending on these projects in next 3 years. With this deposit CSRspending exceeds the prescribed amount by RS 25.28 Lakhs and this amount is available forset off against CSR activities in F.Y 2022-23.

The prescribed amount to be spent by Company for CSR activities duringFinancial YeaRs 2022-2023 as per Section 135 of Companies Act 2013 amounts to RS1082.11 Lakhs.

The details of CSR activities undertaken by the Company during the yearunder review is annexed to the Board Report vide Annexure 4 forming its integral part.

16. RISK MANAGEMENT

Risk Evaluation of the business of the Company and the Management is aconsistent process within the Company. In terms of the provisions of Regulation 17(9) ofSEBI (LODR) Regulations 2015 the Company has a robust risk management framework toidentify monitor and minimize its risk. As a process the risks associated with thebusiness are prioritised based on Probability Severity Nature and Effectiveness ofcurrent detection.

Risk Management approach is comprised of three components:

1) Risk Governance

2) Risk Identification

3) Risk Assessment and Control

Each risk factor is monitored periodically by the Management and anyrisk-associated event arising from these factors which are likely to impact operationsconsiderably are reported to the Board and Risk Management Committee.

In accordance with the provisions of Regulation 21 of SEBI (LODR)Regulations 2015 the Company has constituted a Risk Management Committee on July 182018 to look into and effectively deal with the risk-matters and risk events if any ofthe Company and take appropriate remedial steps wherever required. During the year underreview management has not come across any element of risk which can threaten itsexistence.

17. INTERNAL FINANCIAL CONTROLS

Company has adequate internal financial control system in placecommensurating with its size scale and the nature of business with an objective to ensurethat transactions are recorded authorised and reported correctly apart from protectingits assets against any major misuse or loss. Company has adequate internal financialcontrol system with reference to its financial statements also. The Company's InternalAuditors carry out regular checks on the adequacy of the internal financial controls.Company has designated Internal Auditors for functions such as GST financial controls andsystems. The Internal Audit system is reviewed periodically to ensure its adequacy andcompliances in conformity with the policies of the Company and its operating system.

The Internal Audit Reports are submitted periodically to the AuditCommittee. The Audit Committee members review these reports and discuss with the executivemanagement wherever required and requisite corrective actions are taken up by the processowners in their respective areas and thereby strengthen the financial controls.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Company has formulated a Whistle Blower Policy and has also establishedan effective vigil / whistle blower mechanism for its Stakeholders including its Employees& Directors and provides them a channel to report to the Management their concernsabout unethical behaviour actual or suspected fraud mismanagement or violation of codeof conduct or policy of the Company if any. The mechanism provides for adequateprotection against victimization of the whistle blower and provides for direct access tothe Chairperson of the Audit Committee in exceptional cases.

19. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT OF WOMEN AT THE WORKPLACE

Company has zero tolerance for sexual harassment at workplace and hasadopted in line with the provision of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH) a documented policy forprevention prohibition and redressal of sexual harassment of women at workplace underthe guiding principle that no woman shall be subjected to sexual harassment atworkplace(s) in the Company's location(s).

Company has re-constituted the Internal Complaints Committee (ICC)comprised of internal and external members to hear inquire investigate and suitablyaddress the matter of complaints of sexual harassment if any and to recommend punitive /corrective action to the Management. Easy access has been provided to the ICC for womanemployees of the Company.

Disclosures pursuant to the provisions of Sexual Harassment of Women atWorkplace (Prevention

Prohibition and Redressal) Act 2013 and SEBI - Listing Regulations areas under:

No of complaints filed during the financial yeaRs 2021-22 NIL
No of complaints filed / disposed of during the financial yeaRs 2021-22 NIL
No of complaints pending as on the end of financial yeaRs 2021-22 NIL

20. MEETINGS OF THE BOARD OF DIRECTORS

Six meetings of the Board of Directors were held during the F.Y2021-22. The details are provided in the Corporate Governance Report annexed separately tothe Annual Report forming its integral part.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company had not given any loans or guarantees or made any directinvestment in the securities of the Company pursuant to the provisions of Section 186 ofthe Companies Act 2013 during the Financial YeaRs 2021-2022.

22. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014Annual Return of the Company as at 31st March 2022 is uploaded on the website of theCompany www.supremepetrochem. com.

23. DETAILS OF SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES ENTITY

The Company does not have any subsidiary/ joint venture / Associateentity.

24. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Company has in place a Code of Conduct for prohibition of InsiderTrading which stipulates the process of trading in the securities of the Company by thepersons having direct or indirect access to the Unpublished Price Sensitive Information(s)of the Company (UPSIs) including the designated employees / connected persons. The saidcode is aimed to regulate monitor and report the trading in the securities of the Companyby the Insiders as per prevailing law and regulation(s).

The said Code of Conduct is available at the website of the Companywww.supremepetrochem.com.

25. CREDIT RATING

During the year under review the Company has not issued any debtinstrument or fixed deposit receipts etc. in India or abroad.

CRISIL Ratings Ltd has assigned long term rating at CRISIL AA-/Stableand short term rating at CRISIL A1 + for Company's fund and non fund based working capitalfacilities from Banks.

India Ratings and Research (IND-Ra) has assigned Company's long termrating at IND AA- with stable outlook and short term rating at IND A1+ for Company's fundand non fund based working capital facilities from Banks.

26. ACCREDITIONS

Company has following accreditations :

1. ISO 9001:2015 ISO 14001:2015 and ISO 45001:2018 from Bureau Veritasfor its Management System valid upto 09-04-2024.

2. Authorized Economic Operator (AEO) under T2 category by Directorateof International Customs for its import and exports valid upto 30-01-2025.

3. Recognized as Three Star Export House by Ministry of Commerce andIndustry (DGFT) valid till 07-06-2026.

27. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIALYEAR AND THE DATE OF THE BOARD REPORT

No material changes and commitments have occurred after the closure ofthe financial year ended 31st March 2022 till the date of this Report which would affectthe financial position of the Company significantly.

The trading in equity shares of the Company bearing ISIN - INE663A01017was suspended from trading on the portals of BSE and NSE w.e.f. April 8 2022 due to itsongoing scheme/ process of reduction of equity share capital detailed vide Item No. 4 asstated hereinabove and listing of new shares. The process for listing of new shares withreduced nominal and paid-up value of RS 4/- per share with BSE Limited and The NationalStock Exchange of India Limited is under process.

28. GENERAL DISCLOSURES

(A) No disclosure or reporting is required of the following items asthere were no transactions with respect to following activities / matters during the yearunder review.

i. Issue of equity shares with differential rights as to dividendvoting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of theCompany under any Scheme.

iii. Details relating to deposits covered under Chapter V of theCompanies Act 2013.

iv. No significant or material orders were passed by the Regulators orCourts or Tribunals against the Company or its Directors which may impact the goingconcern status of the Company or its operations in future or the Directors of the Companyin any manner.

v. No change in the nature of business of the Company.

vi. No Fund based Borrowing (viz. term loan) availed/ utilised.

(B) Other Disclosures:

The details of Directorship meetings held and committee membership ofthe Directors of the Company are stated in the Corporate Governance Report annexedseparately to the Annual Report forming its integral part.

ACKNOWLEDGEMENT

Directors record their deep gratitude for the unstinted & valuablesupport and co-operation provided by the stakeholders of the Company all across includingits Shareholders Bankers Customers Suppliers Business Associates etc. and last but notthe least by the employees of the Company for their relentless devoted outstandingservices and contribution to the Company.

For and on behalf of the Board
Rajan B. Raheja
Director
Place: Mumbai S. J. Taparia
Date: April 27 2022 Director

.