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Supremex Shine Steels Ltd.

BSE: 534733 Sector: Others
NSE: N.A. ISIN Code: INE175N01023
BSE 16:01 | 26 May 0.95 -0.01






NSE 05:30 | 01 Jan Supremex Shine Steels Ltd
OPEN 0.95
52-Week high 5.19
52-Week low 0.95
P/E 47.50
Mkt Cap.(Rs cr) 3
Buy Price 0.96
Buy Qty 198.00
Sell Price 0.98
Sell Qty 1.00
OPEN 0.95
CLOSE 0.96
52-Week high 5.19
52-Week low 0.95
P/E 47.50
Mkt Cap.(Rs cr) 3
Buy Price 0.96
Buy Qty 198.00
Sell Price 0.98
Sell Qty 1.00

Supremex Shine Steels Ltd. (SUPREMEXSHINE) - Director Report

Company director report



Your Directors are pleased to present the 08th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the yearended 31st March 2019.


(Amount in Rs.)

S. No. Particulars Current Year ended 31st March 2019 Previous Year ended 31st March 2018
1. Total Revenue 41650768 34481504
2. Profit before Depreciation & Amortization Expenses Finance Cost and Tax 1669999 8320906
3. Less : Depreciation and Amortization Expenses - -
4 Finance Cost - -
5. Profit before Tax 1669999 832906
6. Less: Provision for Tax 440000 220745
7. Profit after Tax 1229999 612161
8. Prior Period Adjustment - -
9. Profit for the year 1229999 612161
10. Balance of Profit as per last Balance Sheet 770410 158249
11. Balance Available for Appropriation 2000409 770410
12. Balance of Profit carried to Balance Sheet 2000409 770410


During the year under review the Company`s Gross Revenue from operations stood at Rs.41650768/- compared with Rs. 34481504/- in the previous year. The Operating Profitbefore tax stood at Rs. 1669999/- as against Rs. 832906/- in the Previous Year. TheNet Profit for the year stood at Rs.1229999 /- as against Rs. 612161/- reported in thePrevious Year.

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 the financial year and the date of this Report.


The Board has not recommended any dividend for Financial Year 2018-19 in view of thecurrent market outlook; and in order to preserve cash. In view of the exceptionalcircumstances during the year 2018-19 and the good reserves position no amount has beentransferred to reserves.


There was no change in share capital of the Company during the year 2018-19. The paidup equity share capital of your Company as on 31st March 2019 is Rs. 31540000/- (RupeesThree Crores Fifteen Lakhs Forty Thousand only) divided into 31540000 Equity shares ofthe face value of Re. 1/- (Rupee One) each. The said shares are listed on BSE Limited.


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 –I to this report.


During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the CompaniesAct 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 31st March 2019the 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 internal 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 that such 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 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D andE of Schedule V shall not apply to a listed entity having paid up Share Capital notexceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as onthe last day 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 theAnnual Report.


Details regarding Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 details regardingConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo for theyear under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy – The Operations of the Companydo not consume energy intensively. However Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy – Thoughthe activities undertaken by the Company are not energy intensive the Company shallexplore alternative sources of energy as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption – The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial

(Rs. in Lakhs)

Particulars Year ended 31st March 2019 Year ended 31st March 2018
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 necessary disclosure with respect to the remuneration of Directors and employees asrequired under Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appendedasAnnexure –II to this Report.


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 for aperiod 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 08thAnnual 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 Nomination andRemuneration Committee.

• Appointed Ms. Urvi Sheth as Chief Financial Officer of the Company with effectfrom 11th August 2017 upon recommendation of Nomination and Remuneration CommitteeandAudit Committee.

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

• Appointed Mr. Bharat Bhatt as Chief Financial Officer of the Company with effectfrom 13th August 2018 upon recommendation of Nomination and Remuneration CommitteeandAudit 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 plantheir schedule 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 28thMay 2018 09th August 2018 30th October 2018 05th February 2019 and in accordancewith the provisions of the Companies Act 2013 and rules made there under. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Name of Director Category Meetings held during Year Meetings Attended
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 05thFebruary 2019 to review among other things the performance of non-independent 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 2018-1904 (Four) meetings of Audit Committee were held on on 28th May 2018 09thAugust 201830th October 2018 05th February 2019

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present at all 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 to thefollowing:

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 Management Systems.

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 InternalAuditorsadequacy 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 may be 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 178of the Companies Act 2013. During the financial year 2018-19 03 (three) meeting of NRCwas held on 28th May 2018 09thAugust 2018 05th February 2019 The table belowhighlights the composition and attendance of the Members of the Committee. The requisitequorum was present at the 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 of the NRC as approved by the Board are in compliancewith Section 178 of the Companies Act 2013 which are as follows:

a) To lay down 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 for evaluation 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 of such 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 of the Directors includingIndependent Directors.

g) Carrying out functions 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 selectionand appointment of Board Members. The said Policy is annexed herewith as Annexure - IIIto this report.


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 2018-19 04 (Four) meetings of Stakeholders Relationship Committee wereheld on 28th May 2018 09thAugust 2018 30th October 2018 05th February 2019.

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present at all 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 Transfer Agent during the FY 2018-19 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 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".

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee of the Company. TheBoard has devised questionnaire to evaluate the performances of each of ExecutiveNon-Executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. 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 of the Company's processes and

• 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 of the Company for a term of 05 (Five) years from theconclusion of the 04th Annual General Meeting held on 21st September 2015 till theconclusion of the 09th Annual General Meeting subject to ratification by Members at everysubsequent Annual General Meeting.

Members are requsted to note that vide Notification dated 07th May 2018 issued by theMinistry of Corporate Affairs ratification of the Appointment of Statutory Auditors atevery Annual General Meeting is no longer required. Hence approval of the Members for theratification of Auditor's appointment is not being sought at the ensuing Annual GeneralMeeting.

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


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 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. Sanjay Maurya Proprietor M/s. Maurya & Associates to conductSecretarial Audit for the year ended on 31st March 2019.

Secretarial Audit Report issued by M/s M/s. Maurya & Associates. CompanySecretaries in Form MR-3 is annexed herewith as Annexure IV and forms an integral part ofthis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse 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 Company for inefficiencyor inadequacy of such controls.

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


As the Company is not having net worth of rupees five hundred Crores or 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 to first proviso to sub-section(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014.


The Company has formulated a policy on Related Party Transactions for purpose ofidentification and monitoring of such transactions. The said policy on Related PartyTransactions is approved by the Board. During the year ended on 31st March 2019 ourcompany has entered into transactions with related parties as defined under Section 2(76)of the Companies Act 2013 read with applicable rules made thereunder which were in theordinary course of business & on arms' length basis & in accordance with theprovisions of the Companies Act 2013 and Rules issued there under.

During the year ended on 31st March 2019 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 of fraud and mismanagement ifany.

The Company promotes ethical behaviour in all its business activities and has adopted amechanism of reporting illegal or unethical behaviour. 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 31st March 2019. We affirm that during the financial year 2018-19no 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 the year under review:

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

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 Woman at Workplace (Prevention Prohibition andRedressal)Act 2013.


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 theCompany and its management.

For and on behalf of the Board of Directors
For Supremex Shine Steels Limited
(Formerly known as ICVL Steels Limited)
Sd/- Sd/-
Vipul Modi Leena Modi
Place: Mumbai Director Managing Director
Date: 13 th August 2019 DIN: 00796116 DIN: 00796382