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Supremex Shine Steels Ltd.

BSE: 534733 Sector: Others
NSE: N.A. ISIN Code: INE175N01023
BSE 00:00 | 07 May 11.47 0.54
(4.94%)
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NSE 05:30 | 01 Jan Supremex Shine Steels Ltd
OPEN 11.47
PREVIOUS CLOSE 10.93
VOLUME 951
52-Week high 11.47
52-Week low 0.92
P/E 163.86
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.47
CLOSE 10.93
VOLUME 951
52-Week high 11.47
52-Week low 0.92
P/E 163.86
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Supremex Shine Steels Ltd. (SUPREMEXSHINE) - Director Report

Company director report

TO

THE MEMBERS OF THE COMPANY

Your Directors are pleased to present the 09th Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended 31st March 2020.

FINANCIAL HIGHLIGHTS:

S. No. Particulars Current Year ended 31st March 2020 Previous Year ended 31st March 2019
152978238 41650768
1. Total Revenue
2.Profit before Depreciation & Amortization 2001344 1669999
3. Expenses Finance Cost and Tax
Less : Depreciation and Amortization Expenses - -
4 Finance Cost - -
5. Profit before Tax 2001344 1669999
6. Less: Provision for Tax 531000 440000
(18338) -
7. (Excess)/Short Provision
1488682 1229999
8. Profit after Tax
9. Prior Period Adjustment - -
10. Profit for the year 1488682 1229999
11. Balance of Profit as per last Balance Sheet 2000409 770410
12. Balance Available for Appropriation 3489090 2000409
13. Balance of Profit carried to Balance Sheet 3489090 2000409

REVIEW OF OPERATIONS:

During the year under review the Company's Revenue from operations stood at Rs.152978238/- as compared with Rs. 41650768/- in the previous year. The OperatingProfit before tax stood at Rs. 2001344/- as against Rs. 1669999/- in the PreviousYear. The Net Profit for the year stood at Rs. 1488682/- as against Rs.1229999/- reported in the Previous 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.

DIVIDEND AND RESERVES:

The Board has not recommended any dividend for Financial Year 2019-20 in view of thecurrent market outlook; and in order to preserve cash. In view of the exceptionalcircumstances during the year 2019-20 and the good reserves position no amount has beentransferred to reserves.

SHARE CAPITAL OF THE COMPANY:

There was no change in share capital of the Company during the year 2019-20. The paidup equity share capital of the Company as on 31st March 2020 is Rs.31540000/- (Rupees Three Crores Fifteen Lakhs Forty Thousand only) divided into31540000 Equity shares of the face value of Re. 1/- (Rupee One) each. The said sharesare listed on BSE Limited.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

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.

EXTRACT OF ANNUAL RETURN:

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.

PUBLIC DEPOSITS:

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

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 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating 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.

CORPORATE GOVERNANCE REPORT:

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 the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

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 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 – Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative 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 (importedduring the last three years reckoned from the beginning of the financial year) – NotApplicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)
Particulars Year ended 31st March 2020 Year ended 31st March 2019
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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 appended as Annexure–II to this Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Cash Flow Statement isappended. As the Company does not have any Subsidiary Company or Associate Company orJoint Venture Company it is not required to publish Consolidated Financial Statement.

DIRECTORS:

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 Mrs. Leena Modi Managing Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered herself for re-appointmentand your Board recommends his reappointment.

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/reappointed are given in the Notice convening 09thAnnual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has:

??Noted the resignation of Mr. Bharat Bhatt from the post of Chief Financial Officerwith effect from 28th January 2020.

??Appointed Mr. Hardik Patel as Chief Financial Officer of the Company with effect from28th January 2020 upon recommendation of Nomination and Remuneration Committeeand Audit Committee.

MEETINGS OF THE BOARD:

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 07 (Seven) Board Meetings were convened and held on 21stMay 2019 10th June 2019 31st July 2019 13th August2019 13th November 2019 28th January 2020 13thFebruary 2020 and in accordance with the provisions of the Companies Act 2013 and rulesmade there under. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

Name of Director Category Meetings held during Year Meetings attended
Mrs. Leena Modi Managing Director 7 7
Mr. Vipul Modi Non-Executive Director 7 7
Mr. Siddharth Shah Independent Director 7 7
Mr. Venkateswara Rao Independent Director 7 7

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

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 13thFebruary 2020 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.

COMMITTEES OF THE BOARD:

The Company's Board has the following Committees:

??Audit Committee

??Nomination and Remuneration Committee ??Stakeholders Relationship Committee

(I) AUDIT 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 2019-2005 (Five) meetings of Audit Committee were held on 21st May 2019 13thAugust 2019 13th November 2019 28th January 2020 13thFebruary 2020

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 5
Mr. Venkateswara Rao Member 5
Mr. Vipul Modi Member 5

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 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 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 of operation;??Statement of significant related party transactions (as defined by the Audit Committee)submitted by management; ??Management letter/letters of internal control weakness issuedby the Statutory Auditors; ??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.

(II) NOMINATION AND REMUNERATION COMMITTEE:

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 2019-20 03 (three) meeting of NRCwas held on 21st May 2019 13th August 2019 28thJanuary 2020.

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum 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.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

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 2019-20 04 (Four) meetings of Stakeholders Relationship Committee wereheld on 21st May 2019 13th August 2019 13th November2019 13th February 2020.

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 2019-20 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

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

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.

DIRECTORS TRAINING AND FAMILIARIZATION:

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 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.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors' report no fraud u/s 143 (12) reported by the auditor.

WEB-LINK OF ANNUAL RETURN

The company is having website i.e. supremexshinesteels.in and annual return of thecompany has been also published on such website.

AUDITORS:

(I) STATUTORY AUDITORS:

As per the provisions of the Act the period of office of J. B. Dudhela & Co.Chartered Accountants Mumbai (FRN: 102777W) Statutory Auditors of the Company expiresat the conclusion of the ensuing Annual General Meeting. It is proposed to appoint M/s. K.J. Shah &Associates Chartered Accountants Mumbai (FRN: 127308W) as StatutoryAuditors of the Company for a term of 5 (five) consecutive years. M/s. K. J. Shah &Associates Chartered Accountants have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.

The Company has received written consent and Eligibility certificate that they satisfythe criteria provided under Section 141 of the Companies Act 2013 and if appointed theirappointment would be within the limits prescribed under Section 139 of the Companies Act2013.

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.

(II) INTERNAL AUDITORS:

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.

(III) SECRETARIAL AUDITORS:

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 of M/s. Maurya & Associates CompanySecretaries to conduct Secretarial Audit for the financial year ended on 31stMarch 2020.

Secretarial Audit Report issued by Mr. Sanjay Maurya Proprietor of M/s. Maurya &Associates Company Secretaries in Form MR-3 is annexed herewith as Annexure IV andforms an integral part of this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 the respective area are undertaken & controlsare strengthened. Significant audit observations &corrective action suggested arepresented to the Audit Committee of the Board.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

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.

SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES:

As Company does not have any Subsidiaries or Joint Ventures or Associates Companies itis not required to give disclosure in Form AOC-1 pursuant to first proviso to sub-section(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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 March2019 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 there under.

During the year ended on 31st March 2020 there were no transactions withrelated parties which qualify as material transactions. The details of the related partytransactions as required under Accounting Standard-18 are set out in Note 19 to theAudited Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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 2020. We affirm that during the financialyear 2019-20 no employee or director was denied access to the Audit Committee.

RISK MANAGEMENT POLICY:

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.

GENERAL DISCLOSURE:

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.

ACKNOWLEDGEMENT:

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 (Formerlyknown as ICVL Steels Limited)

Sd/- Sd/-
Vipul Modi Leena Modi
Director Managing Director
DIN: 00796116 DIN: 00796382

Place: Mumbai Date: 12th August 2020

EXTRACT OF ANNUAL RETURN As on the financial year ended 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L28122MH2011PLC214373
ii) Registration Date 04/03/2011
iii) Name of the Company Supremex Shine Steels Limited

(Formerly known as ICVL Steels Limited)

iv) Category / Sub-Category of the Company Company limited by shares/ Indian Non- Government company
v) Address of the Registered office and contact details 1104 A Wing Naman Midtown 11th Floor Senapati Bapat Marg Prabhadevi Mumbai MH 400013
Phone: (022) 2439 1933
vi) Whether listed company Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any Purva Sharegistry (India) Private Limited 9 Shiv Shakti Industrial Estate J. R. BorichaMarg Lower Parel (E) Andheri (E) Mumbai-400011
Email id- purvashr@mtnl.net.in
Tel.- 022 23018261

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

S. No. Name and Description of Main Product/Services NIC Code of the Product % to total turnover of the company
1. Wholesale of metals 4662 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

(i) Category-wise Share Holding

No. of shares held at the beginning of the year

No. of shares held at the end of the year

Category of shareholders Demat Physical Total % of Total shares Demat Physi cal Total % of Total shares % Change during the year
A. Promoter
(1) Indian
(a) Individual
11301991 - 11301991 35.83 12876991 - 12876991 40.83 5
/HUF
(b) Central Govt. - - - - - - - - -
(c) State Govts. - - - - - - - - -
(d) Bodies Corp. 322010 - 322010 01.02 322010 - 322010 01.02 -
(e) Banks / FI - - - - - - - -
(f) Any Others
(Specify) - - - - - - - - -
Sub-total (A)(1) (2) Foreign 11624001 - 11624001 36.85 13199001 - 13199001 41.85 5
(a) NRIs - Individuals - - - - - - - - -
(b) Other - Individuals - - - - - - - - -
(c) Bodies Corp. - - - - - - - - -
(d) Banks / FI - - - - - - - - -
(e) Any Others (Specify) - - - - - - - - -
Sub-total (A)(2) - - - - - - - - -
Total
shareholding of promoters (A)= (A)(1) + (A)(2) 11624001 - 11624001 36.85 13199001 - 13199001 41.85 5
B. Public shareholding (1) Institutions
(a) Mutual
- - - - - - - - -
Funds
(b) Banks / FI - - - - - - - - -
(c) Central Govt. - - - - - - - - -
(d) State Govts. - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) FIIs - - - - - - - - -
(h) Foreign Venture Capital - - - - - - - - -
Investors
(i) Qualified
Foreign - - - - - - - - -
Investor
(j) Any Others (Specify) - - - - - - - - -
Sub Total (B)(1) (2)Non- - - - - - - - - -
Institutions - - - - - - - - -
(a) Bodies
- - - - - - - - -
Corporate
i) Indian 8885510 530 8886040 21.18 14859555 530 14860085 47.11 25.93
ii) Overseas - - - - - - - - -
(b) Individual - - - - - - - - -
(i) Individual shareholders holding nominal share capital up to Rs. 1 lakh 103817 64520 168337 0.53 181281 64520 245801 0.78 0.25
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 9936591 - 9936591 31.51 2324621 - 2324621 7.37 (24.14)
c) Qualified Foreign Investor - - - - - - - - -
(d) Any Others (Specify) - - - - - - - - -
(i) Trusts - - - - - - - - -
(ii) HUF 915612 - 915612 2.90 910170 - 910170 2.89 (0.01)
(iii) Clearing Members 9419 - 9419 0.03 322 - 322 0.00 (0.03)
Sub Total (B)(2) 19850949 65050 19915999 63.15 18275949 65050 18275949 58.15 (5)
Total Public Shareholding (B)=(B)(1) + (B)(2) 19850949 65050 19915999 63.15 18275949 65050 18275949 58.15 (5)
C. Shares
Held By
Custodians - - - - - - - - -
For GDRs & ADRs
Grand Total 31474950 65050 31540000 100 31474950 65050 31540000 100 -
(A) + (B) + (C)

(ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

S. No. Shareholder's Name No. of shares % of total shares of the Company % of shares Pledged /encumbe red to total shares No. of shares % of total shares of the Company % of shares Pledged /encumber ed to total shares % change in sharehold ing during the year
1Vipul Jayantilal Modi 3016191 9.56 - 3016191 9.56 -
2 Leena Vipul Modi 6367070 20.19 - 6367070 20.19 - -
3 Chandrakanta Jayantilal Modi 309330 0.98 - 309330 0.98 - -
4 Miloni Vipul Modi 1000 0.003 - 1000 0.003 - -
5 Jimeet Vipul Modi 107670 0.34 - 107670 0.34 -
6 Vipul Jayantilal Modi HUF 1500730 4.76 - 3075730 9.75 - 4.99
7 Jimeet Developers Private Limited 107670 0.34 - 107670 0.34 - -
Rock Builders And
8 Developers Private Limited 107670 0.34 - 107670 0.34 - -
9 Jinal Fin-Vest Private Limited 106670 0.34 - 106670 0.34 - -
Total 11624001 36.85 - 13199001 41.85 - 4.99

(iii) Changes in Promoters Shareholding

Shareholding at the beginning of the year

Cumulative shareholding during the year

S. No. Promoter's Name No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Vipul Jayantilal Modi
A At the beginning of the year 3016191 9.56
B Changes during the year

No change

C At the end of the year 3016191 9.56
2 Leena Vipul Modi
A At the beginning of the year 6367070 20.19
B Changes during the year

No change during the year

C At the end of the year 6367070 20.19
3 Chandrakanta Jayantilal Modi
A At the beginning of the year 309330 0.98
B Changes during the year

No change during the year

C At the end of the year 309330 0.98
4 Miloni Vipul Modi
A At the beginning of the year 1000 0.003
B Changes during the year

No change during the year

C At the end of the year 1000 0.003
5 Jimeet Vipul Modi
A At the beginning of the year 107670 0.34
B Changes during the year

No change during the year

C At the end of the year 107670 0.34
6 Vipul Jayantilal Modi HUF
A At the beginning of the year 1500730 4.76
B Changes during the year
Date Reason
03/12/2019 Purchase
1575000 4.99
C At the end of the year 3075730 9.75
7 Jimeet Developers Private
Limited
A At the beginning of the year 107670 0.34
B Changes during the year No change during the year
C At the end of the year 107670 0.34
8 Rock Builders And Developers
Private Limited
A At the beginning of the year 107670 0.34
B Changes during the year No change during the year
C At the end of the year 107670 0.34
9 Jinal Fin-Vest Private Limited
A At the beginning of the year 106670 0.34
B Changes during the year No change during the year
C At the end of the year 106670 0.34

(iv)Shareholding Pattern of Top Ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. For each of the top 10 shareholders No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Shitanshu Bipin Vora
A At the beginning of the year 4500909 14.27 - -
B Changes during the year
Date Reason
15/11/2019 Sale 2424659 7.69
03/12/2019 Sale 1575000 4.99
C At the end of the year 501250 1.59
2 N K Wealth Solution LLP
A At the beginning of the year 4418209 14.01
B Changes during the year

No change during the year

C At the end of the year 4418209 14.01
3 NK Chem Plast Private Limited
A At the beginning of the year 2895111 9.18
B Changes during the year

No change during the year

C At the end of the year 2895111 9.18
4 Olumpus Trading & Advisory LLP
A At the beginning of the year 1572190 4.98 - -
B Changes during the year
Date Reason
16/04/2019 Purchase 1514819 4.80
30/04/2019 Purchase 1906542 6.04
15/11/2019 Purchase 2374659 7.53
C At the end of the year - - 7500000 23.78
5 Sejal Girish Mistry
A At the beginning of the year 759541 2.41 - -
B Changes during the year No change during the year
C At the end of the year - - 759541 2.41
6 Heena Turakhia
A At the beginning of the year 228270 0.72
B Changes during the year No change during the year
C At the end of the year 228270 0.72
7 Nikunj Mansukhlal Turakhia
A At the beginning of the year 228270 0.72 -
B Changes during the year No change during the year
C At the end of the year - - 228270 0.72
Nikunj Mansukhlal
8
Turakhia(HUF)
A At the beginning of the year 228270 0.72 - -
B Changes during the year No change during the year
C At the end of the year - - 228270 0.72
9 Hardik Mehta
A At the beginning of the year 186680 0.59 - -
B Changes during the year No change during the year
C At the end of the year - - 186680 0.59
10 Anshul Girish Mistry
A At the beginning of the year 651000 2.06 - -
B Changes during the year
Sale 496000 1.57
C At the end of the year - - 155000 0.49

(V) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative shareholding during the year

S. No. For each of the Directors and KMPs No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Mr. Vipul Modi
A At the beginning of the year 3016191 9.56 - -
B Changes during the year

No change during the year

C At the end of the year - - 3016191 9.56
2 Mrs. Leena Modi
A At the beginning of the year 6367070 20.19 - -
B Changes during the year No change during the year
C At the end of the year - - 6367070 20.19
3 Mr. Siddharth Shah
A At the beginning of the year - - - -
B Changes during the year No change during the year
C At the end of the year - - - -
4 Mr. Venkateswara Rao
A At the beginning of the year - - - -
B Changes during the year No change during the year
C At the end of the year - - - -

V. INDEBTEDNESS: NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director Whole- time Directors and/ or Manager : NIL
B. Remuneration to other Directors : NIL
C. Remuneration to Key Managerial Personnel Other Than MD / Manager / WTD :
SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount
Name Designation - CEO Mr. Bharat Bhatt1 Mr. Hardik Patel2 CFO Ms. Suraj Pandey CS (Rs.)
1 Gross salary -
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - Rs. 150000/- p.a (Mr. Bharat Bhatt1) Rs.122100/- p.a Rs.362100/- p.a
Rs.90000/- p.a
(Mr. Hardik Patel2)
(b) Value of perquisites u/s - - - -
17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - -
2 Stock Option - - - -
Sweat Equity - - - -
3 Commission - - -
4 - as % of profit - - -
5 Others please specify - - -
Total - Rs.240000/- p.a Rs.122100/- p.a. Rs. 362100/-
p.a

1. Upto 28th January 2020 2. W.e.f. 28th January 2020

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NONE

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
Director Managing Director
DIN: 00796116 DIN: 00796382

Place: Mumbai Date: 12th August 2020

.