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Supreme Petrochem Ltd.

BSE: 500405 Sector: Industrials
BSE 00:00 | 18 Jun 735.80 -18.30






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OPEN 754.65
52-Week high 820.00
52-Week low 158.40
P/E 14.51
Mkt Cap.(Rs cr) 6,918
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 754.65
CLOSE 754.10
52-Week high 820.00
52-Week low 158.40
P/E 14.51
Mkt Cap.(Rs cr) 6,918
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Supreme Petrochem Ltd. (SUPPETRO) - Director Report

Company director report


The Board of Directors of your Company are pleased to present the Thirty First AnnualReport of the Company alongwith its Audited Financial Statements for the Financial Yearended on March 31 2020.


(R in lakhs)

Year Ended 31.03.2020 Year Ended 31.03.2019
Revenue (net of GST) 273617.50 320383.52
Profit Before Tax (PBT) 11789.79 7616.30
Less- Tax Expenses 1524.51 2695.61
Profit After Tax (PAT) 10265.28 4920.69
Interim/Final Dividend on equity shares (including corporate dividend tax) paid during the year 6980.58 5235.49
Transfer to General Reserves: 3000.00 2500.00
Adjustment related to Buy Back from General Reserve (143.45) -
Retained Earnings 6701.00 6416.30


During the year under review your Directors declared on October 22 2019 an interimdividend @40% on its paid up Share capital consisted of 96501958 equity shares of R10/- each viz. R 4.00 (Four) per equity share (including 30% special dividend viz. R 3/-per share) leading to an total outflow of R 4653.71 Lakhs inclusive of corporate dividendtax of R 793.63 Lakhs thereon.

Your Directors have now further recommended a final dividend of R 1.50 per share forfinancial year 2019-20 (viz 15%) on its paid up Share capital as may prevail on therecord date fixed for dividend eligibility of the members viz. existing paid up sharecapital consisted of 96501958 equity shares of R 10/- each reduced by the number ofequity shares bought back by the Company under ongoing buy back scheme and extinguished ason the record date subject to approval of members in the ensuing Annual General Meetingof the Company.

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


The Buy Back Scheme of the Company was approved by the Board of Directors in theirmeeting held on 12-03-2020 in accordance with the provisions of SEBI (Buy Back)Regulations 2018 and Companies Act 2013 as applicable. The Buy Back commenced on19-03-2020 as per public advertisement made on 16-03-2020 for a total Buy Back size of R62.67 Crores at a price not exceeding R 185/- per share through open market mechanism fromstock exchanges which will remain open till 18-09-2020 subject to SEBI (Buy Back ofSecurities) Regulations 2018. Maximum shares permitted for purchase under the ongoing BuyBack Scheme of Company are 4100000 equity shares.

The Company has bought back total 1829542 equity shares till 18-05-2020 out of which413205 shares have been extinguished by NSDL till 18-05-2020 and the rest are in processof extinguishment.


Your Company's revenue stood at R 2736.17 Crores (net of GST) for the year under reviewas compared to R 3203.83 Crores (net of GST) in the previous year. The revenues fellduring the year due to drop in prices of Styrene Monomer Company's main raw materialfrom an average of US$1245 pmt in 2018-19 to US$ 935 pmt in 2019-20 with a low of US$ 550pmt towards end of the financial year under review. This drop in prices of Styrene Monomerresulted in lower selling prices of Company's end products thus causing a fall in theCompany's revenues during the financial year 2019-20. The revenues were also adverselyaffected in 2nd half of March 2020 due to COVID-19 Corona-virus declared as"PANDEMIC" by WHO.

Company during the year under review witnessed certain headwinds such as volatility inthe raw material prices in the third quarter of the year and COVID-19 corona-virus whichadversely impacted your Company's operations in the 2nd half of March 2020. Lockdowncaused by COVID-19 has led to fall in crude prices commodity prices depreciation oflocal currencies against US Dollar and these all factors adversely impacted all sectionsof economy including your Company.

Company during the year under review earned a Net Profit of R 102.65 Crores against R49.21 Crores in the previous year.

Company decided to shut during the year its Captive Gas Power Plant at its Nagothanecomplex since it was economically unviable as compared to the cost of electrical poweravailable through Maharashtra State Electricity Distribution Company Ltd. and Open Access.The shut down of Captive Gas Power Plant does not have any significant impact on theoperations of the Company as adequate alternative sources of energy are available atcompetitive prices.


Management Discussion and Analysis Report & Report on Corporate Governance of theCompany for the year under review are annexed to the Annual Report separately forming itsintegral part. The compliance of 'Corporate Governance' conditions has also been certifiedby the Secretarial Auditors of the Company M/s Parikh & Associates as applicable tothe Company and is annexed to the Report on Corporate Governance.


Business Responsibility Report for the year under review as stipulated under Regulation34(2)(f) of SEBI (LODR) Regulations 2015 is annexed to the Annual Report separatelyforming its integral part.


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

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 both of its plants thedetails whereof are placed on the website of the Company and inMDA section of the annual report.

Your Company has continued implementation of HSE Management Systems under the guidingprinciples of declared Integrated Management System Policy ('Occupational Health andSafety Policy' and 'Environmental Policy').


(a) Retirement by Rotation:

Shri M. P Taparia (DIN 00112461) and Shri S. J. Taparia (DIN 00112513) 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 Non-Executive andNon-Independent Promoter Directors of the Company.

The Board recommends for their re-appointment.

Shri Rajeev M. Pandia joined the Company as Independent Director w.e.f. 26-04-2019 andthe term of appointment of Shri Nihalchand Chauhan an Independent Director expired on21-09-2019 and thus he ceased to be the Director of the Company since then.

Except above there is no other change in the composition of the Board of Directors andKey Managerial Persons (KMPs) of the Company during the year under review.

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

Your Company has a well defined criteria for evaluation of performance of the Board andits Committees Independent Directors Non-Independent Directors and Chairman of theCompany; as approved by the Nomination and Remuneration Committee of the Company.

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 the annual evaluationof Independent Directors of the Company viz. Shri M. S. Ramachandran Dr. S. Sivaram ShriR. Kannan Shri Rajeev M. Pandia and Ms. Ameeta Parpia individually and working of all theBoard Committees and found their performance to be highly satisfactory. They also notedthat all the Independent Directors of the Company are fulfilling the criteria of theirindependence as per the provisions of Section 149(6) of Companies Act 2013 and Regulation16(1)(b) of SEBI (LODR) Regulations 2015 and they also do not bear anydebarment/disqualification with respect to their continuance in the Directorship of theCompany.

Further pursuant to the aforesaid provisions of Companies Act 2013 and Regulation25(3) & (4) of SEBI (LODR) Regulations 2015 the Independent Directors carried outthe annual evaluation of Non-Independent Directors viz. Shri M. P Taparia Shri S. J.Taparia Shri B. L. Taparia and Shri Rajan B. Raheja the Board as a whole and theChairperson of the Company and were highly satisfied with their management of the overallaffairs of the Company. They also appreciated the excellent leadership role of the BoardChairman Shri M. P Taparia in maintaining the values ethos and standards of CorporateGovernance.

The Board expressed its satisfaction with the evaluation results reflecting the highdegree of engagement of the Board and its committees in the overall affairs of the Companyand its Management.

The Criteria related to evaluation of Independent Directors have been mentioned in theCorporate Governance Report annexed to the Annual Report separately forming its integralpart.

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

(c) 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


Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm 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.


Pursuant to the provisions of Section 124(5) of the Companies Act 2013 all unpaid orunclaimed dividends for a period of seven years are required to be transferred by theCompany to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment.

Your Company transferred an aggregate amount of R 36.57 lakhs during the year underreview to the Investor Education and Protection Fund Account. The aggregate amounttransferred to the fund since January 2002 is R 430.08 lakhs.

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 inter alia 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.

In view of above provisions your Company transferred 133870 equity shares belonging to862 shareholders between 20-12-2019 to 31-12-2019 to the Investor Education and ProtectionFund A/c including 8943 equity shares from the unclaimed Suspense Account.

The unclaimed dividends on equity shares paid in October 2013 will be due for transferto the Fund in October 2020. Investors who have not yet claimed these dividends arerequested to contact either the Company's Secretarial Department or the RTA of theCompany.

The Company will upload full details of such shareholders and shares due for transferto IEPF Account on its website at Members arerequested to complete formalities for claiming unpaid dividend if any to avoid transfer ofthe shares to IEPF. Please refer to the section Shareholders' Assistance in the CorporateGovernance Report for further details.


Information(s) required pursuant to the provisions of Section 134(3)(m) of theCompanies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014 are statedas hereunder


Energy conservation programme at both the plant locations of the Company resulted insavings of energy to the extent of 353130 KWH (comprised of 256289 KWH in Nagothane theAmdoshi Plant Maharashtra and 96841KWH in the Manali Plant Chennai). Company did notmake any significant capital investment on energy conservation equipments during the yearunder review. The energy conservation programmes were mainly comprised of following:

Amdoshi Plant Maharashtra

• Replacement of 250 watt HPMV fitting of XPS SPS Plants and warehouse with 80Watt LED fittings

• Replacement of 70 Watt Area light fittings with 36 watt LED fittings.

• Replacement of existing induction motors with energy efficient induction motors

Manali Plant Chennai

• Optimization of equipment utilization in Polymerization

• Atomization in compressor operation

• Various energy saving activities carried out in ETP Utilities and phasedreplacement of high energy consuming conventional lights with energy efficient LED lights


There are neither any existing technology supply agreements nor Company has enteredinto any new technology agreement during the year under review. All previously suppliedtechnologies have been successfully absorbed and implemented.


(R in lakhs)

Foreign exchange earnings and outgo (Actuals) 2019-2020
a. Foreign exchange inflow 38089.36
b. CIF value of imports including capital goods 220318.61
c. Expenditure in foreign currency 392.51


With respect to disclosures pertaining to remuneration of employees and other detailsas required under Section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014statement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report; howeverhaving regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 and as advised the Annual Report excluding the aforesaid information(s) isbeing sent to the members of the Company.

The said information is however available for inspection at the registered office ofthe Company during working hours and any member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request.

The Annual Report is being sent electronically to all those members who have registeredtheir email addresses and is also available on the Company's website.

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 as hereunder:

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 the remuneration in financial year 2019-20
Manager 5.46
Chief Financial Officer (CFO) 4.95
Company Secretary 9.58

c. The percentage increase in the median remuneration of employees in the financialyear: 7.38%

d. The number of permanent employees on the rolls of Company : 351

e. The average percentage increase in the salaries of employees other than the Managerwas 6.93% as compared to an increase of 5.46% in the Manager's remuneration.

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


Statutory Auditors

M/s. G M Kapadia & Co. is the Statutory Auditors of the Company and their AuditReport forms integral part of the Annual Report. The members in the Annual General Meetingheld on 18-07-2018 have appointed M/s. G M Kapadia & Co. Chartered Accountants(FRN104767W) as Statutory Auditors of the Company to hold office from conclusion of 29thAnnual General Meeting of the Company to the conclusion of its 34th Annual General Meetingto be held in calendar year 2023. The requirement of ratification of appointment ofStatutory Auditors every year by the members of Company have been withdrawn w.e.f.7-05-2018 vide Companies (Amendment) Act 2017.

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 tothe Company under Section 143(12) of the Companies Act 2013.

Cost Auditors

M/s. Kishore Bhatia & Associates has been appointed by the Board as Cost Auditorsof the Company to conduct audit of its cost accounting records for the financial year2020-21.

The remuneration payable to the Cost Auditors is required to be placed before themembers in General Meeting for their ratification. Accordingly a resolution for theremuneration of said cost auditor is included in the AGM notice of the Company vide itemno. 7 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 has been appointed by theBoard as Secretarial Auditors of the Company to conduct its secretarial audit for theFinancial Year 2020-21.

The secretarial audit report for the financial year ended March 312020 in form No.MR-3 is annexed to this Annual Report vide Annexure-2 forming integral part thereof. TheSecretarial Auditors' Report does not contain any qualifications reservations or adverseremarks.

GST Auditors

Pursuant to the provisions of Section 35(5) Central Goods and Services Tax Act 2017and Rule 80(3) of the GSCT Rules 2017 following GST Auditors have been appointed forfinancial year 2020-21.

Name of GST Auditor(s) State
1. Mr G. Thangraj Tamilnadu
2. Mr R. J. Mehta Gujarat
3. Mr Punit Gupta Maharashtra & Others


Transactions with related parties during the year under review were in compliance withthe provisions of Regulation 23(1) of SEBI (LODR) Regulations 2015 and Section 188 ofCompanies Act 2013. These transactions were in the ordinary course of business and on anarm'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 policy of Company onmateriality 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: partv%20transactions.pdf. Information withrespect to related party transactions for financial year 2019-20 is annexed to this AnnualReport in form AOC-2 vide Annexure 3.


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 CSR activitiesto be undertaken by the Company. This Policy has been approved by the Board. The CSRPolicy is available on the Company's website at the link:

The Company during the financial year 2019-20 could spend only an amount of R 266.40Lakhs out of the total allocated amount for CSR Activities R 355.20 Lakhs due to variousproblems faced in the CSR projects/activities undertaken by the Company includingunavailability of requisite land local authority approvals and villagers consent etc.hence an amount of R 88.80 Lakhs remained unspent which is being carried for CSR spends inthe current fiscal.

The prescribed amount to be spent by Company for CSR activities during Financial Year2020-21 as per Section 135 of Companies Act 2013 amounts to around R 248.08 Lakhs.

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


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 minimize 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 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 any event arising fromthese which are likely to impact 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 18-07-2018 to look into anddeal with the risk-matters of the Company.


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 also has adequate internal financial controls with referenceto financial statements. The Company's internal auditors carry out regular checks on theadequacy of the internal financial controls. Company has specific internal auditors forfunctions such as GST financial controls and systems. The Internal Audit system isreviewed from time to time to ensure its adequacy and compliances in conformity with thelaid down policies of the Company and its 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.


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 if any. The mechanism provides for adequate safeguardsagainst victimization of the whistle blower and also provides for direct access to theChairman of the Audit Committee in exceptional cases.


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 at work place(s) 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.

Disclosures pursuant to the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and SEBI - Listing Regulations are asunder:

(1) No of complaints filed during the financial year NIL
(2) No of complaints disposed off during the financial year NIL
(3) No of complaints pending as on the end of financial year NIL

The Company during the year under review conducted one workshop/awareness programmefor the employees of the Company through Professional speaker to make them aware of therequirements of aforesaid Act.


Six 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.


During financial year 2019-20 the Company has not entered into any transaction withrespect to loan guarantee or investments under Section 186 of the Companies Act 2013.


The extract of the Annual Return in Form No. MGT-9 is annexed to the Annual Report videAnnexure 5 forming its integral part. Pursuant to the amended provisions of Section 92(3)and 134(3)(a) of the Companies Act 2013 the Annual Return of the Company in Form No.MGT-7 is available on the Company's website www.


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 Information (UPSIs) of theCompany including the designated employees/connected persons. The said code is aimed toregulate monitor and report their trading in the securities of the Company whether doneon his/her behalf or on behalf of any other person on basis of UPSIs of the Company.

The said Code of Conduct is available at the website of the


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

India Ratings & Research (Ind-Ra) has affirmed long term rating at IND A+ withStable Outlook and with rating of IND A+ /Stable/IND A1+ for Working Capital relatedBanking Facilities including fund based and non fund based facilities of your Companyfor the year 2020. There was no revision in its credit rating during the financial year2019-20.


(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 or otherwise.

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

iii. Details relating to deposits covered under Chapter V 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 statusof the Company or its 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 after31-03-2020 unto the date of this Board's Report except for adverse effect cast on thebusiness operations of the Company due to the nation lockdown and risk caused by COVID-19virus declared as "PANDEMIC" by WHO.

ii. Company has maintained all the cost records applicable to it during Financial Year2019-20.

iii. The Details of Directorship and committee membership of the Directors of theCompany are stated in the Corporate Governance Report annexed to the Annual Reportseparately forming its integral part.


Your Directors record their deep appreciation for the unstinted support andco-operation provided by the stakeholders of the Company including its ShareholdersBankers Customers Suppliers Business Associates etc. and last but not the least by theemployees of the Company for their relentless dedicated and sincere services to theCompany in its overall affairs.

For and on behalf of the Board
M. P. Taparia
Place: Mumbai
Date: May 20 2020