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 | 16 Aug 3.94 0.04
(1.03%)
OPEN

4.20

HIGH

4.20

LOW

3.90

NSE 05:30 | 01 Jan Supremex Shine Steels Ltd
OPEN 4.20
PREVIOUS CLOSE 3.90
VOLUME 39408
52-Week high 12.18
52-Week low 1.65
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.20
CLOSE 3.90
VOLUME 39408
52-Week high 12.18
52-Week low 1.65
P/E
Mkt Cap.(Rs cr) 12
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

Dear Members

Your Directors have pleasure in presenting their Eleventh Annual Report of the Companyalong with Audited Financial Statement for the year ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)
Particulars For the year ended on 31.03.2022 For the year ended on 31.03.2021
Continuing Operations:
Income
Revenue from Operation 0 22169174
Other Income 524523 2220435
Total Income 524523 24389608
Expenditure 1693426 23628064
Less: Operating & Other Expenses 0 0
Profit Before Depreciation and Tax (1168902) 761544
Less: Depreciation 0 0
Profit/(Loss) Before Tax from Continuing Operations (1168902) 761544
Less : Provision for Taxes 0 199000
Less :Deferred Tax 0 0
Profit/(Loss) for the year from Continuing Operations (A) (1168902) 562544
Discontinuing Operations:
Loss from discontinuing operations before tax 0 0
Less : Tax from discontinuing operations 0 0
Loss from Discontinuing Operations (B) 0 0
Profit/(Loss) for the year (A+B) (1168902) 562544
Total Comprehensive Income / Loss for the year (1168902) 562544

2. COMPANY'S PERFORMANCE

During the year under review the company is having loss of Rs.1168902 against aProfit of Rs. 52544/-.

3. NATURE OF BUSINESS:

During the year under review (i.e. 1st April 2021 to 31st March 2022)there is no change in nature of Business.

The Board at its meeting held on 4th May 2022 has approved to change theMain Object clause of Memorandum of Association of Company. Subsequently the company hastaken approval of shareholders through passing postal ballot on dated 4th June2022. The detailed main object clause has mentioned in Postal Ballot Notice dated 4thMay 2022.

4. DIVIDEND AND RESERVES:

The Board has not recommended any dividend for Financial Year 2021-22 in view of thecurrent market outlook and to preserve cash. In view of the exceptional circumstancesduring the year 2021-22 and the good reserves position no amount has been transferred toreserves.

5. SHARE CAPITAL:

There was no change in share capital of the Company during the year 2021-22. Thepaid-up equity share capital of the Company as on 31st March 2021 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.

6. 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.

7. BOARD OF DIRECTORS

During the year on 28th October 2021 the existing promoters and members ofthe promoter group ("Outgoing Promoter and Promoter Group") entered into a SharePurchase Agreement with Mr. Anand Manoj Shah Mrs. Kaushal Anand Shah Mr. Milan BhupendraShah Mrs. Amisha Milan Shah and Mr. Hasmukh K Gala (''ACQUIRERS'') in pursuance of whichthe Acquirers have agreed to acquire 13199001 (41.85%) fully paid-up equity shares offace value of Rs.1.00/- (Rupees One Only) ('Equity Shares') each and with complete controlover the Company in accordance with which a public announcement pursuant was made on 28thOctober 2021 in accordance with the provisions of Regulation 3 (1) and Regulation (4) ofthe Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 and subsequent amendments thereto "(SEBI (SAST)Regulations)". Due to which Mr. Vipul Jayantilal Modi (DIN: 00796116) Non-ExecutiveDirector Mrs. Leena Vipul Modi (DIN: 00796382) Managing Director Mr. Anil Govindas Popat(DIN: 00762549) Independent Director Mr. Paresh Tulsidas Vora (DIN: 00340858) IndependentDirector have tendered their resignation on 9th March 2022.

Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardat its Meeting held on 9th March 2022 approved appointment of Mr. MilanBhupendra Shah (DIN: 08163535) Mrs. Amisha Milan Shah (DIN: 09523075) Mrs. AkankshaSunny Bilaney (DIN: 07093148) as additional director in the capacity of Managing DirectorNon-executive Director and Non-Executive Independent Director respectively. Further theBoard at its Meeting held on 4th May 2022 approved appointment Mr. VirendraSingh Verma (DIN: 07843461) and Mr. Sanjay Ram Takale (DIN: 07111445) were appointed asAdditional Director in the capacity of Nonexecutive Director Independent Director andNon-Executive respectively.

Further the members of the Company appointed Mr. Milan Bhupendra Shah (DIN: 08163535)as Managing Director Mrs. Amisha Milan Shah (DIN: 09523075) and Mr. Sanjay Ram Takale(DIN: 07111445) as Non-Executive Director Mrs. Akanksha Sunny Bilaney (DIN: 07093148) andMr. Virendra Singh Verma (DIN: 07843461) as Non-Executive Independent Director of thecompany by passing Ordinary Resolution through Postal Ballot dated 4th May2022.

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. Amisha Shah retires by rotation and being eligible has offered herself forreappointment.

The necessary resolutions for the appointment /re-appointment of the above-mentioneddirector and their brief profile have been included in the notice convening the ensuingAnnual General Meeting. The brief resume of the Director seeking appointment /re-appointment at the ensuing Annual General Meeting in pursuance of Regulation 36(3) ofSEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 is annexed to theAnnual General Meeting Notice.

All the directors of the company have confirmed that they satisfy the fit and propercriteria as prescribed under the applicable regulations and that they are not disqualifiedfrom being appointed as directors in terms of section 164(2) of the Companies act 2013.

8. INDEPENDENT DIRECTORS

Mrs. Akanksha Sunny Bilaney (DIN: 07093148) and Mr. Virendra Singh Verma (DIN:07843461)are Independent Directors of the company. The Company has received declaration ofIndependence from all the Independent Directors as required under Section 149(7) of theCompanies Act 2013 confirming that they meet the criteria of independence under Section149(6) of the Companies Act 2013 read with Regulation 16(1)(b) of SEBI (LODR). In theopinion of the Board the Independent Directors fulfil the said conditions ofIndependence. The Independent Directors have also confirmed that they have complied withthe Company's Code of Business Conduct & Ethics. In terms of requirements of theListing Regulations the Board has identified core skills expertise and competencies ofthe Directors in the context of the Company's business for effective functioning whichare detailed in the Corporate Governance Report.

The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) datedOctober 22 2019 and effective from December 01 2019 has introduced the provisionrelating to inclusion of names of Independent Directors in the Data Bank maintained byIndian Institute of Corporate Affairs ('IICA'). All Independent Directors of your Companyare registered with IICA. In the opinion of the Board Independent Directors possess therequisite integrity experience expertise proficiency and qualifications.

9. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performanceBoard Committee and individual Directors pursuant to provision of the Act and thecorporate governance requirement as prescribed by the Securities and Exchange Board ofIndia (Listing Obligation & Disclosure Requirement) Regulation 2015.The performanceof the board was evaluated by the board after taking inputs from all the Directors on thebasis of criteria such as the Board Composition and structure effectiveness of boardprocess information and functioning etc. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5th January2017.

A structured questionnaire was prepared after taking into consideration various aspectsof Board's functioning like composition of the Board and its Committees Board cultureperformance of specific duties and obligations keeping in view applicable provisions ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The evaluation process includes various aspects to determine theperformance of Directors of the Company. The basis for this evaluation include fulfillmentof independence criteria qualifications knowledge level of engagement and contributionskills and experience in the respective fields honesty integrity ethical behavior andleadership independence of judgment attendance at the meetings understanding thebusiness regulatory competitive and social environment understanding strategic issuesand challenges etc. The Board of Directors expressed their satisfaction over theevaluation process.

In a separate meeting of Independent directors which was held on 9thFebruary 2022 performance of non-independent and the board as whole was evaluated takinginto account the views of executive directors and non-executive directors. Performanceevaluation of Independent director was done by the entire board excluding the independentdirector being evaluated.

10. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a"Board Diversity Policy" which sets out the approach to diversity. The BoardDiversity Policy of the Company is available at www.supremexshinesteels.in.

11. DIRECTORS TRAINING AND FAMILIARIZATION:

The Company undertakes and makes necessary provision of an appropriate inductionprogram for new Director(s) and ongoing training for existing Directors. The newDirector(s) are introduced to the Company culture through appropriate training programs.Such kind of training programs helps develop relationship of the directors with theCompany 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

12. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the Board to the best of theirknowledge hereby confirmed that:

i. In the preparation of Annual Accounts and Financial Statements for the year endedMarch 31 2022 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

ii. They have selected such accounting policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of this act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared annual accounts on a going concern basis

v. They have laid down internal financial control to be followed by the company andthat such internal financial control are adequate and were operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

13. MEETINGS OF BOARD OF DIRECTORS

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 05 (Four) Board Meetings were convened and held on 22ndJune 2021 13th August 2021 13th November 2021 9thFebruary 2022 9th March 2022 and in accordance with the provisions of theCompanies Act 2013 and rules made there under. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.

Name of Director Category Meetings held during Year Meetings attended
Mr. Vipul Modi Director 5 5
Mrs. Leena Modi Managing Director 5 5
Mr. Paresh Vora Independent Director 5 5
Mr. Anil Popat Independent Director 5 5

14. BOARD COMMITTEES

The Company's Board has the following Committees:

> Audit Committee

> Stakeholder Committee

> Nomination & Remuneration Committee

> Audit Committee:

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present at all the Meetings. During the financial year2021-22 04 (Four) meetings of Audit Committee were held on 24th June 2021 13thAugust 2021 13th November 2021 and 9th February 2022.

Name of Member Designation Meeting attended
Mr. Anil Popat Chairman 4
Mr. Paresh Vora 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 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 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.

> NOMINATION AND REMUNERATION COMMITTEE:

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present at all the Meetings. During the financial year2021-22 02 (two) meetings of Nomination and Remuneration Committee were held on 13thAugust and 9th March 2022

Name of Member Designation Meeting attended
Mr. Anil Popat Chairman 2
Mr. Paresh Vora Member 2
Mr. Vipul Modi Member 2

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.

> STAKEHOLDERS RELATIONSHIP COMMITTEE:

The table below highlights the composition and attendance of the Members of theCommittee. The requisite quorum was present at all the Meetings. During the financial year2021-22 04 (Four) meetings of Stakeholders Relationship Committee were held on 22ndJune 2021 13th August 2021 13th November 2021 and 9thFebruary 2022.

Name of Member Designation Meeting attended
Mr. Paresh Vora Chairman 4
Mr. Anil Popat Member 4
Mrs. Leena Modi Member 4

The Company Secretary shall act as the Secretary to the Committee. Ms. Ruchika KondeCompany 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 2021-22 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 Nil Nil - Nil
Warrant Non-receipt of Annual Report Nil Nil - Nil
Others Nil Nil - Nil
Total Nil Nil - Nil

* Due to change in the Board of Directors of the Company the Committees arereconstituted in the Board Meeting held on 4th May 2022. Following are thehighlights the composition of Committees:

i. Audit Committee

Sr. No Name of Member Designation
1 Mrs. Akanksha Sunny Bilaney Chairman - Non-Executive Independent Director
2 Mr. Virendra Singh Verma Member - Non-Executive Independent Director
3 Mr. Milan Shah Member - Managing Director

ii. Nomination & Remuneration Committee

Sr. No Name of Member Designation
1 Mrs. Akanksha Sunny Bilaney Chairman - Non-Executive Independent Director
2 Mr. Virendra Singh Verma Member - Non-Executive Independent Director
3 Mrs. Amisha Milan Shah Member - Non- Executive Director

iii. Stakeholder Relationship Committee

Sr. No Name of Member Designation
1 Mrs. Amisha Milan Shah Chairman - Non- Executive Director
2 Mrs. Akanksha Sunny Bilaney Member - Non-Executive Independent Director
3 Mr. Milan Shah Member - Managing Director

15. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act 2013 the Company has following KeyManagerial Personnel as on 31st March 2022:

1. Mr. Milan Shah Managing Director (appointed w.e.f. 9th March 2022)

2. Ms. Shalaka Modi Company Secretary & Compliance office (appointed w.e.f. 9thMarch 2022)

Mrs. Leena Modi Managing Director Mr. Hardik Rajendrakumar Patel Chief FinancialOfficer ceased from the respective position from 9th March 2022. Mr. Suraj Pandey resignedfrom the position of Company Secretary & Compliance officer w.e.f. 13thAugust 2022. Ms. Ruchika Ashok Konde appointed in the place of Mr. Suraj Pande w.e.f. 13thAugust 2022. Further she resigned from the said position from 9th March 2022.

AUDITORS:

I. STATUTORY AUDITORS:

M/s K. J. Shah & Associates Chartered Accountants Mumbai (FRN: 127308W) wereappointed as Statutory Auditors of the Company for a term of 05 (Five) years from theconclusion of the 09th Annual General Meeting held on 25th September2020 till the conclusion of the 14th Annual General meeting to be held in theyear 2025.

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.

M/s K. J. Shah & Associates Chartered Accountants has resigned from its positionof Statutory Auditor from close of business hours on 14th May 2022.

Due to resignation of M/s K. J. Shah & Associates Chartered Accountants the boardhave approved the Appointment of M/s. Singrodia & Co LLP. Chartered Accountants (FirmRegistration Number: W100280) as the Statutory Auditors for the term of five consecutiveyears w.e.f. from F.Y. 2022-23 subject to Shareholders approval. The Board propose theappointment of M/s Singrodia & Co LLP. Chartered Accountants to the shareholders ofthe company.

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.

M/s. I. P. Mehta and Co. Chartered Accountants has resigned from its position ofInternal Auditor from close of business hours on 14th May 2022.

III. SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24(A)of the SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 theCompany has appointed M/s. SCP & Co. Practicing Company Secretary as SecretarialAuditor of the Company.

The Secretarial audit report for the financial year ended 31st March 2022 isappended to this Report as Annexure A which is self-explanatory of qualificationsreservations adverse remark or disclaimers made by the Secretarial Auditors in theirReport.

16. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return ofthe Company for the Financial Year 31st March 2022 in Form MGT-7 is uploaded onthe website of the Company and can be accessed at www.supremexshinesteels.in

17. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

18. 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.

19. 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.

20. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The details of this policy are available on the website of the Companywww.supremexshinesteels.in.

21. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that system ofInternal Financial Control is commensurate with the size and nature of the Company'sbusiness. The evaluation of these internal financial controls was done through internalaudit process established within the Company and through appointing professional firm tocarry out such tests by way of systematic internal audit program. Based on the review ofthe reported evaluations the directors confirms that the financial statement for the yearended March 31 2022 are in accordance with the applicable accounting standards.

22. RISK MANAGEMENT

The company has established a robust Risk Management system to identify & assessthe key risks and ensure smooth and efficient operations of the business. Your company isaware of these risks and challenges and has put in place mechanism to ensure that they aremanaged and mitigate with adequate timely actions. The audit committee reviews businessrisk area covering operational financial strategic and regulatory risks.

23. RELATED PARTY TRANSACTIONS

All contracts arrangements/ transactions entered during the year by the company withRelated Parties were in ordinary course of business and on an arm's length basis. Duringthe year under review the company had not entered any contract / arrangement/transactions with related parties which could be considered as material. Hence it is notrequired to give disclosure under form AOC-2.

24. PARTICULARS OF EMPLOYEE

During the year under report your Company has not employed any person who was inreceipt of remuneration in excess of the limits specified under Section 197 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

However pursuant to provision of section 136(1) of the Act this report is being sentto the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder interested in obtaining the said information may write to the CompanySecretary at the registered office/ Corporate Office of the company and the saidinformation is open for inspection at the Registered office of the company.

25. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggest asset. The Companyis continued to organize various inbound and outbound training programs recreation andteam building activities to enhance employee skills and motivation. Company also conductedvarious workshops and events for grooming and upgrading vocational skills of the talentpool in order to meet future talent requirements.

26. 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.

27. 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.

28. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act 2013 the provisions related toCorporate Social Responsibility is not applicable to the company.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

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.

30. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality the company has zero tolerance for sexual harassment atworkplace. The Company has an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of woman at workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintreceive regarding sexual harassment. In Financial Year 2021-22 there were no complaintswere received from any of the employee.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. number of complaints pending as on end of the financial year - NIL

31. WHISTLE BLOWER/ VIGIL MECHANISM

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 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 andprovide for direct access to the Chairperson of the Audit Committee in the exceptionalcases. The confidentiality of those reporting violation is maintained and they are notsubjected to any discriminatory practice. However no violation of laws or unethicalconduct etc. was brought to the notice of the Management or Audit Committee during theyear ended 31st March 2022. We affirm that during the financial year 2021-22 no employeeor director was denied access to the Audit Committee.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation of energy. TheCompany shall explore alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity andquality of its services and products.

C. Foreign Exchange Earnings and Outgo

(Rs. in lakhs)
Particulars Current Year Previous Year
Foreign Exchange Outgo Nil Nil
Foreign Exchange earned Nil Nil

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with Secretarial Standards on meetings of Board of Directorsand on General Meeting issued by the Institute of Company Secretaries of India in terms ofSection 118 (10) of the Companies Act 2013.

34. MATERIAL CHANGES AND COMMITMENTS

a) Reclassification Approval:

On 28th October 2021 the existing promoters and members of the promoter group('Sellers' or 'Original Promoters') entered into a Share Purchase Agreement with Mr. AnandManoj Shah Mrs. Kaushal Anand Shah Mr. Milan Bhupendra Shah Mrs. Amisha Milan Shah andMr. Hasmukh K Gala ('ACQUIRERS') in pursuance of which the Acquirers have agreed toacquire 13199001 (41.85%) fully paid-up equity shares of face value of Rs.1.00/-(Rupees One Only) ('Equity Shares') each and with complete control over the Company inaccordance with which a public announcement pursuant was made on 28" October 2021 inaccordance with the provisions of Regulation 3 (1) and Regulation (4) of the Securitiesand Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011 and subsequent amendments thereto "(SEBI (SAST) Regulations').

Post completion of the Open Offer Acquirers acquired (13199001) corresponding to41.85% of the equity and voting share capital of the Company in pursuance of SharePurchase Agreement on 28" October2021 along with substantial control of equitystake and control over the management of the Company. As a result of which the OriginalPromoters do not hold any Equity Shares of the Company and have ceased the control overthe Company. Hence it has been decided to reclassify existing Promoter under Publiccategory shareholder subject to the member approval along with all the regulatory /statutory approvals wherever applicable.

On 9th March 2022 existing promoter has made an application to the Board forreclassifying themselves under Public Category Shareholders. Following are the names ofthe Outgoing Promoter and Promoter group:

Sr. No. Name of the Outgoing Promoter and Promoter Group
1 Leena Vipul Modi
2 Vipul Jayantilal Modi
3 Vipul Jayantilal Modi HUF
4 Chandrakanta Jayantilal Modi
5 Jimeet Vipul Modi
6 Miloni Vipul Modi
7 Jimeet Developers Private Limited
8 Rock Builders And Developers Private Limited
9 Jinal Fin-Vest Private Limited

Approved the re-classification of existing promoter under public category in theirmeeting held on 9th March 2022 and the shareholders of the company have approvethe said reclassification through Postal Ballot dated 4th May 2022. Furtherthe Company has submitted application for the re-classification to BSE on 2ndJuly 2022 and awaiting for the response on the same.

b) New Promoters

Mr. Anand Manoj Shah Mrs. Kaushal Anand Shah Mr. Milan Bhupendra Shah Mrs. AmishaMilan Shah and Mr. Hasmukh K Gala are the new promoters of the Company.

c) Change in Main Object Clause of Memorandum of Association of Company.

Due to change in the Management of the company the new promoters are intending topursue the new business in the field of Infrastructure activities. Further the mainobject clause has been approved by the shareholders of the company through Postal Ballotdated 4th May 2022. Notice of the Postal Ballot is available on the website ofthe Company at www.supremexshinesteels.in.

d) Change in Registered Office:

The Company has changed its Registered office within the same state. The Registeredoffice of the company is shifted from 1104 A Wing Naman Midtown 11th Floor SenapatiBapat Marg Prabhadevi Mumbai 400013 Maharashtra India to Kanakia Wall Street Office No- 1005 10th Floor A Wing Andheri —Kurla Road Andheri (east) Mumbai- 400093Maharashtra India with effect from 9th March 2022.

35. POSTAL BALLOT:

During the year the Company has not passed any resolution through Postal Ballot.

36. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all its shareholders valuedcustomer banks government and statutory authorities investor and stock exchange fortheir continued support to the company. Your directors wish to place on record their deepsense of appreciation for the committed services by employees. Your directors acknowledgewith gratitude the encouragement and support extended by our valued shareholders and thePromoters of the Company.

For and on behalf of the Board of Directors
SD/- SD/-
Milan Shah Amisha Shah
Managing Director Director
DIN:08163535 DIN: 09523075
Date 9th July 2022
Place: Mumbai

.