Dear Members,
The Directors are pleased to present herewith the Thirty-Seventh Annual Report together
with the audited statement of accounts of your Company for the year ended 31st March,
2023.
FINANCIAL RESULTS
|
Year ended |
Year ended |
|
31.03.2023 |
31.03.2022 |
|
Rs in lakhs |
R in lakhs |
| Turnover |
6817 |
6590 |
| Other Income |
109 |
108 |
| Profit before Interest and Depreciation |
458 |
406 |
| Finance Costs |
344 |
311 |
| Profit before Depreciation |
114 |
95 |
| Depreciation |
94 |
77 |
| Profit Before Tax |
20 |
18 |
| Deferred Tax |
(15) |
(6) |
| Profit After Tax |
5 |
12 |
| Other Comprehensive Income |
2 |
(4) |
| Total Comprehensive Income |
7 |
8 |
In view of the lower profits, it has been decided to retain the profits of the business
in the Company. As such your Directors are unable to recommend any dividend for the year
under report.
During the year under review, no amount has been transferred to General Reserves.
WORKING
The production during the year was 53% higher at 3596 MT as against 2342 MT last year
and the turnover was marginally higher at Rs. 6817 lakhs as against Rs. 6590 lakhs last
year. The Company’s exports which were nearly shut from past two years have restarted
and in the current year exports were 11% of the turnover. The EBIDTA was higher during the
year by 12.78% at Rs 458 lakhs as against 406 lakhs and the profit was higher at Rs 21
lakhs as against 18 lakhs. The processing charges were Rs.79 lakhs as against Rs. 173
lakhs last year. The management is hopeful that the capacity utilization will be better in
the forthcoming years.
EXPORTS
The export turnover was higher at Rs. 716 lakhs as against Rs. 98 lakhs last year and
the quantity exported was 644 MT as against 66 MT in the last year. Exports are expected
to increase now as the markets have started to open up.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
No company has become/ceased to be a joint venture partner or associate of the Company
during the financial year 2022-23.
ANNUAL RETURN
The Annual Return of the Company as on 31st March 2023 in the prescribed Form MGT-7
under section 92 of the Act is available on the Company’s website, www.supertex.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ramesh
Kumar Mishra, Chairman and Managing Director, retires by rotation at the forthcoming
Annual General Meeting and, being eligible offers himself for reappointment. The Board
recommends his re-appointment.
All the Independent Directors of the Company have given their declarations to the
Company under Section 149(7) of the Act that they meet the criteria of independence as
provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board of Directors has laid down the manner in which formal annual evaluation of
the performance of the Board, its Committees and Individual Directors has to be made. It
includes circulation of evaluation templates to respective Directors for evaluation of the
Board and its Committees, Independent Directors/non Independent Directors/ Executive
Directors and the Chairman of the Company. The results of the evaluation were satisfactory
and adequate and meet the requirement of the Company.
MEETINGS
During the year five Board Meetings, four Audit Committee Meetings, one Stakeholders
Relationship Committee Meeting, two Nomination and Remuneration Committee Meeting and one
Independent Directors Meeting were convened and held. The details of which are given in
the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees exceeding the limit prescribed under
the provisions of section 186 of the Companies Act, 2013.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy for directors and employees to report concerns
about unethical behavior, genuine concerns or grievances. The said policy has been posted
on the website of the Company.
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior Management
employees. The Policy is approved by the Nomination and Remuneration Committee and the
Board. The details of this policy are explained in the Corporate Governance Report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has constituted Internal Complaints Committee as per the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a
policy and framework for employees to report sexual harassment cases at workplace. The
Policy aims to provide protection to employees at workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment. During the financial year 2022-23, the
Company has not received any complaints on sexual harassment.
FIXED DEPOSITS
The outstanding amount of Deposits with your Company was Nil. During the year your
Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm’s
length basis. During the year, the Company had not entered into any contract / arrangement
/ transaction with related parties which could be considered material in accordance with
the related party transactions policy of the company. All Related Party Transactions are
placed before the Audit Committee for its approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature and a statement giving
details of all Related Party Transactions are placed before the Audit Committee and the
Board for review and approval on a quarterly basis.
The Policy on dealing with related party transactions as approved by the Board may be
accessed on the Company’s website. Your Directors draw attention of the members to
Note 27 to the financial statement which sets out related party disclosures.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/Courts that
would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THIS REPORT
There have been no material changes or commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date this Report.
RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Company. The
assessment is periodically examined by the Board.
CORPORATE GOVERNANCE
The Company attaches considerable significance to compliance with the conditions of
Corporate Governance stipulated in Clause ‘C’ of Schedule V on Annual Report
pursuant to Regulations 34(3) of SEBI Listing Regulations. A Report on Corporate
Governance is hereto annexed.
INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made thereunder.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
| Non-Executive Independent Directors |
Ratio to median remuneration |
| Mr Piyush Patel |
0.09 |
| Mr M A Sharma |
0.26 |
| Mr P R Kapadia |
0.26 |
| Mrs Meeta Shingala |
0.07 |
| Executive Directors |
|
| Mr R K Mishra, Chairman and Managing Director |
21.14 |
| Mr S K Mishra, Director and CFO |
16.62 |
| Mr Harshvardhan Mishra, Director |
7.92 |
| Mr Yashvardhan Mishra, Director |
4.30 |
b. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer, company secretary in the financial year:
| Directors, Chief Financial Officer and Company Secretary |
% increase in remuneration in the financial year |
| Non-Executive Independent Directors |
|
| Mr Piyush Patel |
- |
| Mr M A Sharma |
191.67 |
| Mr P R Kapadia |
59.09 |
| Mrs Meeta Shingala |
(55.56) |
| Executive Directors and KMPs |
|
| Mr R K Mishra, Chairman and Managing Director |
6.82 |
| Mr S K Mishra, Director and CFO |
6.68 |
| Mr Harshvardhan Mishra |
35.74 |
| Mr Yashvardhan Mishra |
10.83 |
| Ms Vaishali Mungekar, Company Secretary |
6.73 |
c. The percentage decrease in the median remuneration of employees in the financial
year: 24.67 %
d. The number of permanent employees on the rolls of Company: 63
e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
- Average increase in the remuneration of all employees excluding KMPs: 2 % - Average
increase in the remuneration of KMPs: 10 % f. Affirmation that the remuneration is as
per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. The information required pursuant to Section 197 read with Rule 5 (2) and rule 5(3)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company is as follows:
a) Employed throughout the year- NIL
b) Employed for part of the year- NIL
AUDITORS
A) Statutory Auditor:
Pursuant to the provisions of Section 139 (10) of the Companies Act, 2013, and Rules
made thereunder and subject to the approval of the Members in the ensuing Annual General
Meeting which was inadvertently missed out in the Notice of 36th Annual General Meeting of
the Company held on 30th September,2022, the Board of Directors of the Company has
recommended the reappointment of Existing Auditor M/s. S.M. Gupta & Co. Chartered
Accountants as the Statutory Auditors of the Company for the term of five consecutive
years i.e., from the conclusion of the 36th Annual General Meeting of the Company, until
the conclusion of 41st Annual General Meeting of the Company to be held in the year 2027.
There is no audit qualification, reservation or adverse remark for the year under
review.
B) Cost Auditor:
The Board of Directors, on the recommendation of the Audit Committee, has re-appointed
M/s V.J. Talati & Co., Cost Accountants, (Firm Registration Number 00213) as Cost
Auditor to audit the cost records of the Company for the Financial Year 2023-24. As
required under the Companies Act, 2013, a resolution seeking member’s approval for
the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting for their ratification.
C) Secretarial Auditor:
The Board has re-appointed M/s Vikas R. Chomal & Associates, Practicing Company
Secretaries, Mumbai to carry out Secretarial Audit under the provisions of Section 204 of
the Companies Act, 2013. The report of the Secretarial Auditor is annexed to this report
as Annexure - I.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in
the preparation of the annual accounts for the year ended on 31st March, 2023, and states
that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and;
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars with respect to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and
forming part of the Directors’ Report for the year ended 31st March, 2023 are annexed
to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Management Discussion & Analysis Report is attached and forms a
part of this Report.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the contribution made by
the executives, officers and workmen of the Company during the year. The Board also
acknowledges with thanks the support, co-operation and assistance given by our bankers
Axis Bank and Punjab National Bank.
|
For and on behalf of the Board |
|
R K Mishra |
|
Chairman and Managing Director |
| Mumbai, 11th August, 2023 |
|
+91-9892691696
