You are here » Home » Companies » Company Overview » Supremex Shine Steels Ltd

Supremex Shine Steels Ltd.

BSE: 534733 Sector: Others
NSE: N.A. ISIN Code: INE175N01023
BSE 00:00 | 13 Feb 12.68 0






NSE 05:30 | 01 Jan Supremex Shine Steels Ltd
OPEN 12.68
52-Week high 18.75
52-Week low 10.00
P/E 140.89
Mkt Cap.(Rs cr) 40
Buy Price 12.08
Buy Qty 50.00
Sell Price 12.68
Sell Qty 50.00
OPEN 12.68
CLOSE 12.68
52-Week high 18.75
52-Week low 10.00
P/E 140.89
Mkt Cap.(Rs cr) 40
Buy Price 12.08
Buy Qty 50.00
Sell Price 12.68
Sell Qty 50.00

Supremex Shine Steels Ltd. (SUPREMEXSHINE) - Director Report

Company director report


Your Directors are pleased to present the 07" Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31st March 2018.


Particulars Current Year ended 31s* March 2018 Previous Year ended 31s* March 2017
1. Total Revenue 34481504 1416732
2. Profit before Depreciation & Amortization Expenses Finance Cost and Tax 8320906 118102
3. Less: Depreciation and Amortization Expenses 75429
4 Finance Cost
5. Profit before Tax 832906 42673
6. Less: Provision for Tax 220745 13000
7. Profit after Tax 612161 29673
8. Prior Period Adjustment 227
9. Profitfortheyear 612161 29900
10. Balance of Profit as per last Balance Sheet 158249 128349
11. Balance Available for Appropriation 770410 158249
12. Balance of Profit carried to Balance Sheet 770410 158249


During the year under review the Company's Gross Revenue from operations stood at Rs.34481504/- compared with Rs. 1416732/- in the previous year. The Operating Profitbefore tax stood at Rs. 832906/- as against Rs. 42673/- in the Previous Year. The NetProfitf or the year stood at Rs. 612161/-as against Rs. 29900/-reported in the PreviousYear.

The Company continued to operate in the business of trading in steels and acting asadvisor and consultant on all matters and complications relating steel industry. There areno material changes or commitments affecting the financial position of the Company whichhave occurred between the end of thefinancial year and the date of this Report.


The Board has not recommended any dividend for Financial Year 2017-18 in view of thecurrent market outlook; and in order to preserve cash. In view of the exceptionalcircumstances during the year 2017-18 and the good reserves position no amount has beentransferred to reserves.


There was no change in share capital of the Company during the year 2017-18. The paidup equity share capital of your Company as on 31" March 2018 is Rs. 31540000/-(Rupees Three Crores Fifteen Lakhs Forty Thousand only) divided into 31540000 Equityshares of theface value of Rs. 1/-(Rupees One) each. The said shares are listed on BSELimited.


The Management Discussion and Analysis Report on the operations of the Company asrequired under Regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as 'Listing Regulations') and as approved by the Board of Directors isprovided in a separate section and forms an integral part of this Report.


As required by Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inform MGT-9 is annexed herewith as Annexure -1 to this report.

Further as required by amended Section 134(3)(a) the annual return referred to insub-section (3) of section 92 will be placed on Company's website after conclusion ofensuing Annual General Meeting of the Company.


During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.


To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the Annual Accounts for the year ended 31" March2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b.that the directors had 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 of the company for that period;

c.that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. that the directors had laid down inernal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and thatsuch systems were adequate and operatingeffectively.


As per the provisions of Regulation 15(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the provisionsrelated to Corporate Governance as specified in Regulations 1718192021222324252627 and clauses (b) to (i) of sub-regulation (2) of regulation 46and Para C D and E of Schedule V shall not apply to a listed entity having paid up ShareCapital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty FiveCrores as on the lastday of the previous financial year.

As on the last day of the previous financial year the paid up Share Capital and Networth of the Company was below the threshold limits stated above thereby presently theCompany is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of the Annual Report.


Details regarding Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy intensively. However Company continues to implement prudentpracticesfor saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy-Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessityarises.

(Rs. in Lakhs)

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil


During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.


The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 and Regulation 16 (1)(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. As perthe provisions of the Companies Act 2013 Independent Directors have been appointed foraperiod of five years and shall not be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Vipul Modi Non-Executive Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointmentand your Board recommends his re-appointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Secretarial Standards on General Meetings (SS-2)issued by the Institute of Company Secretaries of India (ICSI) brief resume of theDirectors proposed to be appointed/re-appointed are given in the Notice convening 07thAnnual General Meeting of the Company.


The Board of Directors of the Company has:

• appointed Mr. Suraj Pandey as Company Secretary and Compliance Officer of theCompany with effect from 11th August 2017 upon recommendation of Nominationand Remuneration Committee.

• appointed Ms. Urvi Sheth as Chief Financial Officer of the Company with effectfrom 11th August 2017 upon recommendation of Nomination and RemunerationCommittee and Audit Committee.

• noted the resignation of Ms. Urvi Sheth from the post of Chief Financial Officerwith effectfrom 14th February 2018.

• appointed Mr. Bharat Bhatt as Chief Financial Officer of the Company with effectfrom 13th August 2018 upon recommendation of Nomination and RemunerationCommittee and Audit Committee.


The Board meets at regular intervals to discuss and decide on Company/ business policyand strategy apart from other Board business. A tentative annual calendar of the Board andCommittee Meetings is informed to the Directors in advance to facilitate them to plantheirschedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all theDirectors of the Company. The agenda of the Board / Committee meetings is circulated notless than 7 days prior to the date of the meeting. The agenda for the Board and Committeemeetings includes detailed notes on the items to be discussed at the meeting to enable theDirectors to take an informed decision.

During the year under review 04 (Four) Board Meetings were convened and held on 30thMay 201711th August 201714th November 2017 14thFebruary 2018 and in accordance with the provisions of the Companies Act 2013 and rulesmade thereunder. The intervening gap between the Meetings was within the period prescribedunderthe CompaniesAct 2013.

Name of Director Category Meetings held during Year Meetings


Mrs. Leena Modi Managing Director 4 4
Mr. Vipul Modi Non-Executive Director 4 4
Mr. Siddharth Shah Independent Director 4 4
Mr. Venkateswara Rao Independent Director 4 4


As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 14thFebruary 2018 to review among other things the performance of nonindependent directorsand the Board as whole evaluation of the performance of the Chairman and the flow ofcommunication between the Board and the management of the Company.


The Company's Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee


The Company through its Board of Directors has constituted Audit Committee as per theprovisions of Section 177 of the Companies Act 2013. During the financial year 2017-1804(Four) meetings of Audit Committee were held on on 30th May 201711thAugust 201714th November 201714th February 2018.

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present atall the Meetings.

Name of Members Designation Meetings Attended
Mr. Siddharth Shah Chairman 4
Mr. Venkateswara Rao Member 4
Mr. Vipul Modi Member 4

The Company Secretary shall act as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors.

The terms of reference of the Audit Committee shall include but not limited tothefollowing:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointmentof the Auditors of the Company.

b) To review and monitor Auditor's independence and performance and effectiveness ofaudit process.

c) To review with the Management the Quarterly Financial Results before submission tothe Board for approval.

d) Review the adequacy of internal control system. Finding of any internalinvestigations by the internal auditors in to matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with relatedparties.

f) Reviewing the Company's risk management policy

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk ManagementSystems.

i) To carry out valuation of undertakings and the assets of the Company wherever it isnecessary.

j) To review with the management performance of Statutory and Internal Auditorsadequacy of the Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate.

m) To carry out any other function as maybe assigned to Audit Committee pursuant toany amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Company's financial reporting process and disclosure of the financialinformation to ensure that the financial statements are correct sufficient andcreditable.

o) To review the following information/document:

> Management Discussion and Analysis of financial condition and results ofoperation;

> Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

> Management letter/letters of internal control weakness issued by the StatutoryAuditors;

> Internal audit reports relating to internal control weakness;

> Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1) of the ListingRegulations.


The Company through its Board of Directors has constituted Nomination and RemunerationCommittee (hereinafter referred as "NRC") as per the provisions of Section 178ofthe Companies Act 2013. During the financial year 2017-1803 (three) meeting of NRC washeld on 30th May 201711th August 2017 and 14thFebruary 2018.

The table below highlights the composition and attendance of the Members oftheCommittee. The requisite quorum was present atthe Meeting.

Name of Members Designation Meetings Attended
Mr. Siddharth Shah Chairman 3
Mr. Venkateswara Rao Member 3
Mr. Vipul Modi Member 3

The Company Secretary shall act as the Secretary to the Committee.

The broad terms of reference ofthe NRC as approved by the Board are in compliancewith Section 178 ofthe Companies Act 2013whichare as follows:

a) To laydown criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board of Directors a policy relating tothe remuneration of the Directors Key Managerial Personnel and other employees.

b) To formulate a criteria forevaluation of performance of Independent Directors andthe Board of Directors.

c) To recommend remuneration to be paid to a Director for any service rendered by himto the Company which are of a professional nature and provide an opinion whether suchDirector possess the requisite qualification for the practice ofsuch profession.

d) To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down and recommend to the Boardof Directors their appointment and removal.

e) To decide whether to extend or continue the term of appointment of the IndependentDirector on the basis of the report of performance evaluation of Independent Directors.

f) To recommend to the Board the appointment and removal ofthe Directors includingIndependent Directors.

g) Carrying outfunctions as delegated by the Board of Directors from time to time.

The Board of Directors has framed "Remuneration and Nomination Policy" whichlays down a framework in relation to remuneration of Directors Key Managerial Personneland Senior Management of the Company This policy also lays down criteria for selection andappointment of Board Members. The said Policy is annexed herewith as Annexure-II to thisreport.


The Company through its Board of Directors has constituted Stakeholders RelationshipCommittee as per the provisions of Section 178 of the Companies Act 2013. During thefinancial year 2017-18 04 (Four) meetings of Stakeholders Relationship Committee wereheld on 30th May 201711thAugust 201714th November2017 and 14th February 2018.

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present atall the Meetings.

Name of Members Designation Meetings Attended
Mr. Venkateswara Rao Chairman 4
Mr. Siddharth Shah Member 4
Mrs. Leena Modi Member 4

The Company Secretary shall act as the Secretary to the Committee. Mr. Suraj PandeyCompany Secretary is designated as the "Compliance Officer" who oversees theredressal of the stakeholders' grievances.

Stakeholders Relationship Committee is empowered to oversee the redressal ofStakeholders complaints pertaining to transfer of shares non-receipt of annual reportsnon-receipt of declared dividends issue of duplicate certificates transmission /demat/remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by the Company and itsRegistrar & Share TransferAgent during the FY2017-18 are as under:

Nature of Complaints Opening at the beginning of year Received during the year Redressed Pending at the end of year
Non-receipt of Share Certificate Nil Nil - Nil
Non-receipt of Dividend/ Interest/ Redemption Warrant Nil Nil


Non-receipt of Annual Report Nil Nil - Nil
Others Nil Nil - Nil
Total Nil Nil - Nil


Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its Committees and individualdirectors. Pursuant to the provisions of the Act and the Listing Regulations theNon-Executive Non-Independent Directors and the Executive Directors of the Company wereevaluated by the Independent Directors of the Company in a separate meeting of IndependentDirectors held during the year.

The Company has devised criteria for performance evaluation of Independent DirectorsBoard/Committees and other individual Directors which includes criteria for performanceevaluation of Non-Executive Directors and Executive Directors. Performance evaluation hasbeen carried out as per the "Policy on Criteria for performance appraisal/ evaluationprocess of Independent Directors and Board".

Annual evaluation of the performance of the Board its Committees and of individualdirectors has been made. The Board has devised questionnaire to evaluate the performancesof each of Executive Non-Executive and Independent Directors. Such questions are preparedconsidering the business of the Company and the expectations that the Board have from eachof the Directors. The Board of Directors expressed their satisfaction with the evaluationprocess.


The Company undertakes and makes necessary provision of an appropriate inductionprogramme for new Director(s) and ongoing training for existing Directors. The newDirector(s) are introduced to the Company culture through appropriate trainingprogrammes. Such kind of training programmes helps develop relationship of the directorswith the Company and familiarize them with Company processes. The management provides suchinformation and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding ofthe Company's processesand

• fully equip Directors to perform their role on the Board effectively

Upon appointment Directors receive a Letter of Appointment setting out in detail theterms of appointment duties responsibilities and expectations from them.



M/s. J. B. Dudhela & Co. Chartered Accountants Mumbai (FRN: 102777W) wereappointed as Statutory Auditors ofthe Company for a term of 05 (Five) years from theconclusion ofthe 04th Annual General Meeting held on 21s September2015 till the conclusion of the 09th Annual General Meeting subject toratification by Members at every subsequent Annual General Meeting.

Members are requested to note that vide Notification dated 07th May 2018issued by the Ministry of Corporate Affairs ratification of the Appointment ofStatutoryAuditors at every Annual General Meeting is no longer required. Hence approvalof the Members for the ratification of Auditor's appointment is not being soughtattheensuing Annual General Meeting.

Notes on financial statement referred to in the Auditor's Reportare self-explanatoryand do not call for anyfurther comments. The Auditor's Report does notcontain anyqualification reservation oradverse remark.


Pursuant to Provision of Section 138 of Companies Act 2013 read with Companies(Accounts) Rules 2014 the Board of Directors on recommendation of Audit Committee hasre-appointed M/s. I. P. Mehta and Co. Chartered Accountants as an Internal Auditors ofthe Company. Internal Auditors submits their reports on quarterly basis to the AuditCommittee.

Based on the report of internal audit function undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.


Pursuant to the provisions of Section 204 ofthe Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mrs. Sandhya Malhotra Proprietor of M/s. SRM & Co. Company Secretaries(C.P No. 9928) to conduct Secretarial Auditfor the financial year ended on 31"March 2018.

Secretarial Audit Report issued by M/s. SRM & Co. Company Secretaries (C.P No.9928) in Form MR-3 is annexed herewith as Annexure - III and forms an integral part ofthis Report. The Secretarial

Audit Report does notcontain any qualification reservation oradverse remark.


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 seriousobservation has been received from the Internal Auditors of the Companyfor inefficiency orinadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitor &evaluate the efficacy of Internal Financial Control systemin the company its compliancewith operating system accounting procedures & policies at all the locations of thecompany. Based on their report of Internal Auditfunction corrective actions in therespective area are undertaken & controls are strengthened. Significant auditobservations &corrective action suggested are presented to the Audit Committee of theBoard.


As the Company is not having net worth of rupees five hundred Croresor more orturnover of rupees one thousand Crores or more or a net profit of rupees five Crores ormore during any financial year therefore the provisions of Section 135 of the CompaniesAct 2013 with the regard to the formation of the CSR Committee and undertaking of SocialExpenditure are not applicable to your Company.


As Company does not have any Subsidiaries or Joint Ventures or Associates Companies itis not required to give disclosure in FormAOC-1 pursuant tofirst proviso tosub-section (3)ofSection 129 read with Rule5ofCompanies(Accounts) Rules 2014.


The Company has formulated a policy on Related Party Transactions for purpose ofidentification and monitoring of such transactions. Thesaid policy on Related PartyTransactions is approved by the Board. During the year ended on 31stMarch2018 our company has entered into transactions with related parties as defined underSection 2(76) of the Companies Act 2013 read with applicable rules made thereunderwhich were in the ordinary course of business & on arms' length basis & inaccordance with the provisions of the Companies Act 2013 and Rules issued thereunder.

During the year ended on 31" March 2018 there were no transactions with relatedparties which qualify as material transactions. The details of the related partytransactions as required under Accounting Standard-18 are set out in Note 20.1 to theAudited Financial Statements forming part of this Annual Report.


Your Company has not given any loans directly or indirectly or guarantees or providedany security or made any investments during the year under review covered under section186 of the Companies Act 2013.


In pursuance to Section 177 of the Companies Act 2013 the Company has adopted a VigilMechanism/Whistle Blower Policy to deal with instance offraud and mismanagement if any

The Company promotes ethical behavior in all its business activities and has adopted amechanism of reporting illegal or unethical behavior. The Company has a whistle blowerpolicy wherein the employees are free to report violations of laws rules regulations orunethical conduct to their immediate supervisor or such other person as may be notified bythe management to the employees/workers. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairperson of the Audit Committee in theexceptional cases. The confidentiality of those reporting violation is maintained and theyare not subjected to any discriminatory practice. However no violation of laws orunethical conduct etc. was brought to the notice of the Management or Audit Committeeduring the year ended 31" March 2018. We affirm that during the financial year2017-18 no employee or director was denied access to the Audit Committee.


Your Company has an elaborated risk Management procedure and adopted 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. TheRisk Management process of the Company focuses on three elements viz. (1) RiskAssessment;(2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a)Overseeing and approving the Company's enterprise wide risk management framework; and (b)Overseeing that all the risk that the organisation faces. The key risks and mitigatingactions are also placed before the Audit Committee of the Company. Significant auditobservations and follow up actions thereon are reported to the Audit Committee. TheCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations including those relating tostrengthening of the Company's risk management policies and systems.


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

1. Issue of equity shares with differential rights as to dividend voting orotherwise.

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

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

Your Directors further states that during the year under review there were no casesfiled pursuant to the Sexual Harassment of WomanatWorkplace(PreventionProhibitionandRedressal)Act2013.


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 clients suppliers and business associates. The directors are thankful to theesteemed shareholders for their continued support and the confidence reposed in theCompanyand its management.

For and on behalf of the Board of Directors For Supremex Shine Steels Limited (Formerlyknown as ICVL Steels Limited)

Sd/- Sd/-

Vipul Modi


Leena Modi

Managing Director

 Place: Mumbai

Date: 9th August 2018 DIN: 00796116 DIN: 00796382