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Supreme Petrochem Ltd.

BSE: 500405 Sector: Industrials
NSE: SUPPETRO ISIN Code: INE663A01017
BSE 16:01 | 10 Jul 192.45 3.55
(1.88%)
OPEN

188.00

HIGH

202.55

LOW

182.50

NSE 15:57 | 10 Jul 194.05 5.10
(2.70%)
OPEN

189.00

HIGH

202.90

LOW

181.70

OPEN 188.00
PREVIOUS CLOSE 188.90
VOLUME 32966
52-Week high 207.70
52-Week low 113.10
P/E 18.09
Mkt Cap.(Rs cr) 1,857
Buy Price 190.10
Buy Qty 1000.00
Sell Price 193.85
Sell Qty 887.00
OPEN 188.00
CLOSE 188.90
VOLUME 32966
52-Week high 207.70
52-Week low 113.10
P/E 18.09
Mkt Cap.(Rs cr) 1,857
Buy Price 190.10
Buy Qty 1000.00
Sell Price 193.85
Sell Qty 887.00

Supreme Petrochem Ltd. (SUPPETRO) - Director Report

Company director report

Dear Members

The Board of Directors of your Company are pleased to present the Thirtieth AnnualReport of the Company along with its Audited Financial Statements for the financial yearended on March 31 2019.

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)
Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue (Net of Excise Duty/GST) 320379.64 303462.52
Profit Before Tax (PBT) 7616.30 17893.64
Tax Expenses 2695.61 6281.58
Profit After Tax (PAT) 4920.69 11612.06
Interim/Final Dividend on equity shares (including corporate dividend tax) paid during the year 5235.49 5226.67
Transfer to General Reserves 2500.00 7000.00
Retained Earnings/Balance carried forward 6416.30 9231.10

2. DIVIDEND

During the year under review your Directors declared an interim dividend @10% on itspaid up Share capital consisted of 96501958 equity shares of V 10/- each (viz.dividend of Re 1.00 per equity share) on October 26 2018 involving an outgo of Rs.1163.46Lakhs including corporate dividend tax of Rs.198.44 Lakhs. Your Directors have now furtherrecommended a final dividend of Rs.2/- per equity share (viz. 20%) entailing an outgo ofRs.2326.87 Lakhs including corporate dividend tax of Rs.396.83 Lakhs subject to approvalof members at the ensuing Annual General Meeting of the Company. The total dividend forthe financial year 2018-19 would thus be Rs.3490.33 Lakhs including corporate dividendtax. The payout of dividend is in line with your Company's policy to meet its long termgrowth objectives and meet the financial requirements through its internal cash accruals.

Pursuant to the provisions of Regulation 43A(1) of SEBI (LODR) Regulations 2015 theCompany has formulated its Dividend Distribution Policy which is available at the websiteof the Company www.supremepetrochem.com.

3. REVIEW OF OPERATIONS

Your Company's revenue increased to Rs.320379.64 lakhs (net of GST) for the yearunder review as compared to Rs.303462.52 lakhs (net of excise duty and GST) in theprevious year witnessing a growth of about 5.57%.

During the year under review your Company earned a net profit of Rs.49.21 croresagainst Rs.116.12 crores in the previous year. The operations were adversely affected dueto heavy inventory losses suffered during the third quarter of the year under reviewconsequent to sharp fall in the price of Styrene Monomer between September 2018 toNovember 2018 and subdued demand in the first half of the year on account of uncertaintycaused by the order on ban of certain one time use plastic products.

Status of Insurance Claim-Chennai Plant

Insurance claim in respect of the loss/damage to the assets of Company's EPS plant inTamil Nadu due to floods has finally been settled at Rs.819.28 Lakhs against our claimfor Rs.977 Lakhs.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis for the year under review is presented separately inthe Annual Report. The Report on Corporate Governance forms an integral part of thisReport. The compliance of 'Corporate Governance' conditions has also been certified by theAuditors and the same is annexed to the report on Corporate Governance.

5. BUSINESS RESPONSIBILITY REPORT (BRR)

Business Responsibility Report for the year 2018-19 is included as part of the AnnualReport forming its integral part.

6. HEALTH SAFETY & ENVIRONMENT (HSE)

Considering the significance of Health Safety & Environment (HSE) to anypetrochemical operations your Company has established a robust HSE system at both of itsplants in Amdoshi Maharashtra and Manali Tamil Nadu.

The Environmental Management System and Occupational Health and Safety ManagementSystem continue to be maintained by your Company as per ISO 14001:2015 Standard and OHSAS18001:2007 Standard respectively as certified by M/s. Bureau Veritas a global leader inconformity assessment and certification services.

HSE Performance Index for the period under review stood to be in "Excellent"Range. The Company has also received various prestigious awards and recognitions towardsits highest grade of safety standards consistently maintained at its both the plants thedetails whereof are placed on the website of the Company www.supremepetrochem.com.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

(a) Retirement by Rotation:

Shri Rajan B. Raheja (DIN 00037480) and Shri B. L. Taparia (DIN 00112438) Directors ofthe Company will retire by rotation at the ensuing Annual General Meeting of the Companyand being eligible have offered themselves for re-appointment as the Directors of theCompany.

The Board recommends their re-appointment.

(b) Re-Appointment of Independent Directors:

Shri M. S. Ramachandran Shri R. Kannan Dr. S. Sivaram and Ms. Ameeta Parpia wereappointed as Independent Directors of the Company and will hold office upto September 212019.

Considering their skills expertise performance evaluation and experience in therespective fields and the contribution made by these Directors during their tenure as anIndependent Director since their appointment the Nomination and Remuneration Committeeand the Board have recommended for re-appointment of these Directors as IndependentDirectors on the Board of Company to hold office for second term of five consecutive yearscommencing from September 22 2019 upto September 212024 and they will not be liable toretire by rotation. The Company has received declaration from all these Directors thatthey continue to fulfill the criteria of independence as prescribed under 149(6) ofCompanies Act 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR) Regulations 2015(including any amendment or statutory re-enactment thereof for the time being in force).

In terms of the provisions of section 160 (1) of the Companies Act 2013 the Companyhas received notice from a member signifying his intention to propose the candidature ofShri M. S. Ramachandran Shri R. Kannan Dr. S. Sivaram and Ms. Ameeta Parpia for theoffice of Independent Director of the Company not liable to retire by rotation.

Brief particulars/resume of the aforesaid Directors seeking their re-appointment asper regulation 26(4) and 36(3) of SEBI (LODR) Regulations 2015 and Regulation 1.2.5 ofSecretarial Standard (SS-2) are provided in the AGM notice forming part of this AnnualReport.

The Independent Director of Company Shri Nihalchand Chauhan has notified the Companythat post expiry of his current term on September 21 2019 he will not be available tocontinue in the Company for his personal reasons.

(c) Appointment of Independent Director

The Board is pleased to appoint Shri Rajeev M. Pandia (DIN : 00021730) as an AdditionalIndependent Director of the Company for a period of five years w.e.f. April 26 2019subject to the approval of members in the ensuing Annual General Meeting of the Company asper the applicable provisions of the Companies Act 2013. Shri Rajeev M. Pandia is achemical engineer from IIT (Bombay) with masters from Stanford University USA and hasover 45 years of multifaceted experience in the chemical sector and he is eligible to beappointed as Independent Director of the company as per respective provisions of CompaniesAct 2013 and SEBI-Listing Regulations. Brief particulars/ profile of Shri Rajeev M.Pandia are stated in the AGM notice forming part of this Annual Report.

(d) Key Managerial Personnel (KMPs)

Shri Ravi V. Kuddyady who was Company Secretary Cum Compliance Officer of the Companyretired from the services of Company. The Board placed on record its deep appreciation forthe valuable services rendered by Shri Ravi V. Kuddyady during his tenure.

Shri D. N. Mishra (FCS-5506) was appointed as Company Secretary of the Company w.e.f.06.10.2018 and confirmed on 26.10.2018.

Except as stated hereinabove there is no other change in the composition of the Boardof Directors and KMPs during the year under review.

(e) Annual evaluation of the Board and Board Committees

Your Company has a well defined criteria as approved by the Nomination andRemuneration Committee of the Company for evaluation of performance of the Board and itsCommittees Independent Directors Non-Independent Directors and Chairperson of theCompany.

Pursuant to the provisions of section 178 (3) of Companies Act 2013 and Regulation17(10) of SEBI (LODR) Regulations 2015 the Board has carried out on January 21 2019 theannual evaluation of Independent Directors of the Company viz. Shri M. S. RamachandranShri R. Kannan Dr. S. Sivaram Shri Nihalchand Chauhan and Ms. Ameeta Parpia individuallyand working of all the Board Committees and found their performance to be highlysatisfactory. They also noted that all the Independent Directors of the Company arefulfilling the criteria of their independence as per the provisions of section 149(6) ofCompanies Act 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015.

Further pursuant to the said provisions of Companies Act 2013 and Regulation 25(3)& (4) of SEBI (LODR) Regulations 2015 the Independent Directors carried out theannual evaluation of Non-Independent Directors viz. Shri M. P Taparia Shri S. J. TapariaShri B. L. Taparia and Shri Rajan B. Raheja Board as a whole and the Chairperson of theCompany and were highly satisfied with their overall functioning. They also appreciatedthe exemplary leadership role of the Board Chairperson Shri M. P Taparia in upholding andfollowing the values and standards of Corporate Governance.

The Board expressed its satisfaction with the evaluation results which reflects thehigh degree of engagement of the Board and its committees with the Company and itsManagement.

The Criteria of evaluation of Independent Directors have been mentioned in theCorporate Governance Report annexed to this Annual Report.

The criteria/policies of the Company for selection of Directors and Remuneration Policyfor Directors Key Managerial Personnel (KMPs)/Senior Management Personnel is annexed tothis Annual Report vide Annexure 1.

(f) Familiarization Programme of the Independent Directors:

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations 2015 thedetail of the Familiarization Programme conducted for Independent Directors during theyear under review is placed on the website of the Company and can be assessed at http://supremepetrochem.com/pdf/Familiarisation-Programme-For-Independent-Directors.pdf

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(b) the Directors have selected such accounting policies and applied them 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

9. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(5) of the Companies Act 2013 all unpaid or unclaimed dividends fora period of seven years are required to be transferred by the Company to the InvestorEducation and Protection Fund (IEPF) established by the Central Government.

Further Section 124(6) of the Companies Act 2013 requires that all shares in respectof which unpaid or unclaimed dividend has been transferred to IEPF shall also betransferred to IEPF. The Rules notified by Ministry of Corporate Affairs amongst othermatters contain provisions for transfer of all shares in respect of which dividend hasnot been paid or claimed for seven consecutive years or more in the name of IEPF SuspenseAccount.

Your Company transferred an aggregate amount of Rs.57.82 lakhs during the year underreview to the Investor Education and Protection Fund from the unclaimed dividend. Theaggregate amount transferred to the fund since January 2002 is Rs.393.51 lakhs.

Your Company also transferred 101502 equity shares belonging to 726 shareholdersbetween November 30 2018 to December 14 2018 to the Investor Education and ProtectionFund including 3074 equity shares from the unclaimed Suspense Account. Total equity sharestransferred to the fund since November 2017 is 1388711 equity shares.

The unclaimed dividends on equity shares paid in October 2012 will be due for transferto the Fund in November 2019. Investors who have not yet claimed these dividends arerequested to contact either the Company's Secretarial Department or its R & T Agent.

The Company will upload full details of such shareholders and shares due for transferto IEPF Suspense Account on its website at www.supremeoetrochem.com/investorrelations.Members are requested to complete formalities for claiming unpaid dividend if any to avoidtransfer of the shares to IEPF. Please refer to the section Shareholders' Assistance inthe Corporate Governance Report for further details.

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION CAPITAL INVESTMENT FOREIGN EXCHANGEEARNING AND OUTGO

Information as per Section 134(3)(m) of Companies Act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 is stated as herein below.

A. CONSERVATION OF ENERGY

Energy conservation programme at both the plant locations of the Company resulted insavings of energy to the extent of 544207 KWH (comprised of 456900 KWH in the AmdoshiPlant Maharashtra and 87307 KWH in the Manali Plant Chennai). Company did not make anysignificant capital investment on energy conservation equipments during the year underreview.

The energy conservation programmes consisted mainly of the following :

At the plant in Amdoshi Maharashtra

• Replacement of high energy consuming lights with LED Fittings

• Replacement of HPMV Fittings

• Replacement of HPSV Fittings

• Provision of VFDs to DOL/Star Delta Motors

• Replacement of Induction Motors with energy efficient Induction Motors

• CT-3 commissioning for utility & CW flow optimization for all reactors

• CT-1 Fan VFD optimization

At the plant in Manali Chennai

• Improvement in process operations

• High energy consuming devises like reciprocating compressor for air applicationreplaced by energy efficient compressor

• Replacement of high energy consuming lights with LED Fittings

B. TECHNOLOGY ABSORPTION

There are neither any existing technology supply agreements nor Company has enteredinto any new technology agreement. All previously supplied technologies have beensuccessfully absorbed and implemented.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (on Actual Basis)

(Rs. in lakhs)
Foreign exchange earnings and outgo (Actuals) 2018-2019
a. Foreign exchange inflow 45461.39
b. CIF value of imports including capital goods 270696.10
c. Expenditure in foreign currency 419.97

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of 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 a statement showing the names and other particulars of theemployees drawing remuneration as prescribed in the said rules forms part of the AnnualReport. Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are stated hereunder. Having regard tothe provisions of the first proviso to Section 136(1) of the Companies Act 2013 and asadvised the Annual Report excluding the aforesaid information under rule 5(2) & 5(3)is being sent to the members of the Company however these information are available forinspection at the registered office of the Company during business hours on the workingdays and any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request.

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asaforesaid are given below:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Not Applicable (as there is no whole time Director on the Board of Company)

b. The percentage increase in remuneration of Manager CFO and Company Secretary

Designation % increase in remuneration in the Financial Year
Manager 0.93
Chief Financial Officer (CFO) 1.59
Company

Secretary

N.A

(as appointed w.e.f. October 6 2018)

c. The percentage increase in the median remuneration of employees in the financialyear: 10.9%

d. The number of permanent employees on the rolls of Company : 359

e. The average percentage increase in the salaries of employees other than the Managerwas 10.2% as compared to an increase of 0.93% in the Manager's remuneration.

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

12. AUDITORS AND AUDITORS' REPORTS

Statutory Auditors

M/s. G.M. Kapadia & Co. is the Statutory Auditors of the Company and their AuditReport forms part of Annual Report. The members in the Annual General Meeting held on July18 2018 have appointed M/s. G. M. Kapadia & Co. Chartered Accountants (FRN 104767W)as Statutory Auditors of the Company to hold office from the conclusion of 29th AnnualGeneral Meeting of the Company until the conclusion of the Annual General Meeting of theCompany to be held in calendar year 2023. The requirement of ratification of appointmentof Statutory Auditors every year by the members of Company have been withdrawn w.e.f. May7 2018 vide Companies (Amendment) Act 2017 hence this business has not been included inthe AGM Notice.

During the year under review the Audit Report does not contain any qualificationsreservations adverse remarks or disclaimer and no frauds were reported by the Auditors ofthe Company under Section 143 (12) of the Companies Act 2013.

Cost Auditors

Cost Audit Report of the Company for the financial year 2017-18 as issued by the CostAuditor devoid of any adverse remarks was filed with the authorities within the due dateviz. August 7 2018.

M/s. Kishore Bhatia & Associates Cost Accountants was appointed by the Board asCost Auditor of the Company to audit its cost accounting records for the financial year2018- 19.

The remuneration payable to the Cost Auditor for F.Y. 2019-20 is required to be placedbefore the members in General Meeting for ratification. Accordingly a resolution for theremuneration of said cost auditor is included in the AGM notice of the Company vide itemno. 10 annexed to this Annual Report.

Secretarial Auditors

Pursuant to the provisions of section 204 of Companies Act 2013 and rules theretoM/s. Parikh & Associates Practicing Company Secretaries was appointed by the Boardas Secretarial Auditors of the Company to conduct its secretarial audit for the financialyear 2018-19.

The secretarial audit report for the financial year ended March 31 2019 in form No.MR-3 is annexed to this Annual Report vide Annexure-2 forming its integral part.The Secretarial Auditors' Report does not contain any qualifications reservations oradverse remarks.

GST Auditors

Pursuant to the provisions of section 35(5) of Central Goods and Services Tax Act 2017and rules thereto M/s. Dilip Phadke & Co. was appointed as GST Auditor of the Companyfor financial year 2017-18 and Shri Punit Gupta Chartered Accountant has been appointedby the Board as GST Auditor of the Company for financial year 2018-19 and 2019-20.

13. RELATED PARTY TRANSACTIONS

Transactions with the related parties during the year under review were in compliancewith the provisions of Regulation 23(1) of SEBI (LODR) Regulations 2015 and section 188of Companies Act 2013. These transactions were in the ordinary course of business and onan arm's length basis. During the year under review your Company did not enter into anycontract or arrangement which could be considered material as per the applicablerules/policy of Company on materiality of related party transactions.

The said Policy on materiality of related party transactions as approved by the Boardis available on the Company's website at the link http://supremepetrochem.com/pdf/Policv-On-Dealing-With-Related-Partv-Transactions.pdf. Information with respect torelated party transactions for the financial year 2018-19 in Form No. AOC-2 is annexed tothis Annual Report vide Annexure 3.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee has formulated and recommended to the Boarda Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions ofsection 135 of Companies Act 2013 and Schedule VII thereto indicating the activitieswhich can be undertaken by the Company as stated hereunder. This Policy has been approvedby the Board. The CSR Policy is available on the Company's website at the link: http://supremepetrochem.com/pdf/Corporate-Social-Responsibility.pdf.

Activities identified by the Company for CSR purpose:

(i) Promoting Health care including preventive health care and sanitation and makingavailable safe drinking water.

(ii) Promoting education including special education and employment enhancing vocationskills livelihood enhancement projects granting of scholarships and building/improvinginfrastructure at educational institutions and/or other public welfare organisations.

(iii) Protection of national heritage art and culture including restoration ofbuildings and sites of historical importance and works of art; setting up publiclibraries.

(iv) Contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief and welfare of theSchedule Caste the Scheduled Tribes other backward classes minorities and women.

(v) Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government.

(vi) Ensuing environmental stability ecological balance conservation of naturalresources and maintaining equality of soil air and water.

(vii) Rural development projects.

(viii) Slum rehabilitation.

(ix) Setting up old age homes day care centres and such other facilities for seniorcitizens and homes for orphans.

(x) Eradicating poverty hunger and malnutrition.

(xi) Provision of training/facilities for training to local youth in order to promoterural sports nationally recognized sports Paralympics sports and Olympic sports.

The Company during the financial year 2018-19 could spend only an amount of Rs.340.65Lakhs out of the total allocated amount for CSR Activities Rs.363.20 Lakhs due to lack ofavailability of requisite land/local authority approvals etc. pertaining to theprojects/activities already identified by the Company for CSR purpose.

The prescribed amount to be spent by Company for CSR activities during financial year2019-20 as per section 135 of Companies Act 2013 amounts to Rs.355.20 Lakhs.

The details of CSR activities undertaken by the Company during the year under review isannexed to this Annual Report vide Annexure 4.

15. RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Company. Inconsideration of the provisions of Regulation 17(9) of SEBI (LODR) Regulations 2015 yourCompany has a robust risk management framework to identify monitor and minimise its risk.As a process the risks associated with the business are prioritised based on SeverityLikelihood and Effectiveness of current detection.

Risk Management approach is composed of three components:

1) Risk Governance

2) Risk Identification

3) Risk Assessment and Control

Each risk factor is monitored periodically by the Management any event arising fromthese likely to impact the operations are reported to the Board.

In consonance with the provisions of Regulation 21 of SEBI (LODR) Regulations 2015the Company has constituted a Risk Management Committee on July 18 2018.

16. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate withits size scale and the nature of business which ensures that transactions are recordedauthorised and reported correctly apart from safeguarding its assets against significantmisuse or loss. Your Company has adequate internal financial controls with reference toits financial statements. The Company's internal auditors carry out regular checks on theadequacy of the internal financial controls. The Company has specific internal auditorsfor functions such as GST financial controls and systems. The Internal Audit system isreviewed from time to time to ensure its adequacy and compliances to the laid downpolicies of the Company and operating system.

The Internal Audit Reports are submitted periodically to the Audit Committee. The AuditCommittee reviews these reports with the executive management and requisite correctiveactions are taken by the process owners in their respective areas and thereby strengthenthe controls.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has formulated a Whistle Blower policy and has also established aneffective vigil/whistle blower mechanism for its Stakeholders including its employees& Directors and provides them a channel to report to the Management their concernsabout unethical behavior actual or suspected fraud mismanagement or violation of code ofconduct or policy of the Company. The mechanism provides for adequate safeguards againstvictimization of the whistle blower and also provides for direct access to the Chairpersonof the Audit Committee in exceptional cases.

18. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE

Your Company has a documented policy for prevention prohibition and redressal ofsexual harassment of women at workplace under the guiding principle that 'No woman shallbe subjected to sexual harassment in the Company's locations'.

Your Company has constituted an Internal Complaints' Committee (ICC) comprised ofinternal and external members to hear and inquire in the matter of complaints of sexualharassment and to recommend punitive/corrective action to the Management. Easy access hasbeen provided to the ICC for women employees.

There were no complaints/cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 during the year under review.

19. MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year under review. Thedetails are provided in the Corporate Governance Report annexed to this annual report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

During financial year 2018-19 the Company has not entered into any transaction withrespect to loan guarantee or investments under Section 186 of the Companies Act 2013.

21. ANNUAL RETURN

The extract of the Annual Return of the Company in Form No. MGT-9 is annexed to thisAnnual Report vide Annexure 5 forming its integral part. Pursuant to the amendedprovisions of section 92(3) and 134 (3)(a) of the Companies Act 2013 the Annual Reportof the Company in Form No. MGT-7 is available on the Company's website www.supremepetrochem.com.

22. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for prohibition of Insider Trading whichspecifies the process of trading in the securities of the Company by the persons havingdirect or indirect access to the unpublished price sensitive informations (UPSIs) of theCompany including the designated employees/connected/covered persons. The said code isaimed to regulate monitor and report their trading in the securities of the Companywhether done on his/her own behalf or on behalf of any other person on basis of UPSIs ofthe Company.

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

23. CREDIT RATINGS

During the year under review the Company has not issued any debt instrument or fixeddeposit receipts etc. in India or abroad.

India Ratings & Research has affirmed long term rating at IND A+ with StableOutlook and with rating of IND A+/Stable/IND A1+ for working Capital related BankingFacilities including fund based and non fund based facilities of your Company for theyear 2019. There was no revision in its credit rating during the financial year 2018-19.

24. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.

25. GENERAL DISCLOSURES

(A) No disclosure or reporting is required of the following items as there were notransactions with respect to following activities/matters during the year under review.

(i) Issue of equity shares with differential rights as to dividend voting orotherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

(iii) Details relating to deposits covered under Chapter Rs.of the Companies Act 2013.

(iv) No significant or material orders were passed by the Regulators or Courts orTribunals against the Company or its Directors which may impact the going concern statusor Company's operations in future or the Directors of the Company in any manner.

(v) There is no change in the nature of business of the Company.

(B) Other Disclosures:

(i) No material/significant changes or commitments have occurred in the Company after31.03.2019 and till the date of this Board's Report.

(ii) Company has maintained all the cost records applicable to it during financial year2018-19.

(iii) Policies of the Company are available at www. supremepetrochem.com.

ACKNOWLEDGEMENT

Your Directors record their deep appreciation for the unstinted support andco-operation obtained from the stakeholders of the Company including its ShareholdersBankers Customers Suppliers Business Associates etc. and last but not the least to theemployees of the Company for their dedicated and sincere services to the Company allacross.

For and on behalf of the Board
M. P. Taparia
Chairperson
Place: Mumbai
Date: April 26 2019.