supreme engineering ltd share price Directors report

To

The Members,

Supreme Engineering Limited

Your Directors are pleased to present their Thirty Sixth Boards Report together with the Audited Financial statements for the year ended 31st March, 2023.

1. Financial Results:

(Amount in Rs.)

Particulars	For the F.Y. ended 31st March, 2023	For the F.Y. ended 31st March, 2022
Revenue from Operations	1,83,987,248	7,27,779,347
Other Income	44,99,656	81,77,242
Total Revenue	1,88,486,904	7,35,956,589
Expenses excluding Depreciation & Amortization Expenses	12,52,629,054	8,22,546,051
Less: Depreciation & Amortization Expenses	2,16,52,585	2,41,58,088
Profit/ (Loss) Before Prior Period Items and Taxes	(10,85,794,735)	(1,10,747,551)
Exceptional and Extra Ordinary Items	0.00	0.00
Profit/( Loss) Before Tax (PBT)	(10,85,794,735)	(1,10,747,551)
Less: Provision for Tax	0.00	0.00
Less: Deferred Tax	(3,40,75,621)	(1,92,87,335)
Profit/ (Loss) After Tax	(10,51,719,114)	(91,460,216)
Other Comprehensive Income	24,35,697	6,14,577

2. Business Performance Review

Your Company has achieved the Total Turnover of Rs. 1,83,987,248/- during Financial Year 2022-23 as against the Turnover of 2021-22 Rs. 7,27,779,347/-. The management puts continuous efforts to increase the operational efficiency and turnover. Similarly, the Net loss of your Company during Financial Year 2022-23 is Rs. 10,51,719,114 as against the Net loss during FY 2021-22 Rs. 91,460,216.

3. Material Events during the year under review

During the Year Review, under there is no Material Events in the company.

4. Change in nature of business

During the year under review there is no change in the nature of business of the Company.

5. Subsidiaries, Joint Ventures and Associate Companies

There are no Subsidiaries, Associates and Joint Venture Companies of the Company.

6. Dividend and Reserves

Dividend: The Board of Directors does not recommend any Dividend for the financial year 2022-23. Reserves: There is no amount proposed to be transferred to reserves.

7. Public Deposits

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, the Company has not accepted any public deposits during the year under review.

8. Share Capital

During the year under review there is no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.

As on 31^st March, 2023, The Authorized Capital is Rs. 2,51,000,000/- comprising of 2,51,000,000 Equity Shares of Rs. 1 each.

The Paid-up Equity Share Capital of your Company as on 31^st March, 2023 was Rs. 2,49,950,000 comprising of 2,49,950,000 Equity Shares of Rs. 1 each.

9. NUMBER OF BOARD MEETINGS

Number of meetings of the Board of Directors

During the year under review, (09) Nine Board Meetings were convened and held on below mentioned Dates for the Board meetings are decided well in advance and communicated to the Directors.

Sr No. Date of Meetings	Directors Present
1 May 10, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
2 May 30, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
3 June 08, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
4 August 10, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
5 September 06, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri Mrs. Reema Versey
6 September 08, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
	Mrs. Reema Versey
7 November 14, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
	Mrs. Reema Versey
8 December 13, 2022	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
	Mrs. Reema Versey
9 February 14, 2023	Mr. Sanjay Chowdhri
	Mr. Abhinav Chowdhri
	Mr. Prakash Deshmukh
	Mr. Sanjeev Khandewal
	Mrs. Lalita Chowdhri
	Mrs. Reema Versey

10. Committee Position

As per the requirements under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report. As Attached in Annexure II.

11. Appointment and Resignation of Director and Key Managerial Personnels (KMP)

During the financial year 2022-23, following changes took place in the Board:

Appointment

a) The Board of Directors appointed Mr. Sadashiv Bangera as Chief Financial Officer effective from August 10, 2022;

b) The Board of Directors appointed Mrs. Reema Versey (DIN:07899943) as an Independent Director effective from August 10, 2022;

c) The Board of Directors appointed Mr. Anand Lohiaas (Membership number ACS 48220) as an Company Secretary & Compliance Officer effective from August 10, 2022;

d) The Board of Directors appointed Mr. Hemant Agarwal (Membership number ACS 50464) as an Company Secretary & Compliance Officer effective from November 14, 2022;

e) To Re-appoint Mr. Prakash Vithalrao Deshmukh (DIN: 02376494), as an independent director, not liable to retire by rotation, for a second term of five years with effect from December 07, 2022 up to December 06, 2027 and the same will also approved by the members at their Annual General Meeting held on September 30, 2023.

f) To reappoint Mr. Sanjay Chowdhri as Managing Director (DIN: 00095990) of the Company for a period of five (5) years, from January, 17, 2023 to January 16, 2028 and the same will also approved by the members at their Annual General Meeting held on September 30, 2023.

Resignation

g) The Board of Directors accept the Resignation of Ms. Krupali Thakkar as Company Secretary and Compliance Officer of the Company effective from May 30, 2022;

h) The Board of Directors accept the Resignation of Mr. Anand Lohiaas (Membership number ACS 48220) as an Company Secretary & Compliance Officer of the Company effective from November 14, 2022;

i) The Board of Directors accept the Resignation of Mr. Hemant Agarwal as Company Secretary and Compliance Officer of the Company effective from July 12, 2023.

12. Declaration of Independence by Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in section 149(6) as well as under regulation 25 of (LODR) Regulation, 2015. There has been no change in the circumstances which may affect their status as Independent Director during the year.

13. Board Evaluation

The formal annual evaluation of Directors is made depending upon Companies Evaluation Policy.

14. Internal Financial Controls

The Company has an adequate Internal Control System, commensurate with size, scale and complexity of its operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the Books of Accounts and preparation of Financial Statements.

15. Directors Responsibility Statement

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors here by confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting the fraud and irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors, in case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised the proper system to ensure the compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. Appointment and Remuneration Policy

During the year the under review, the provision of framing the policy required as per the provision of Section 178(1) of the Act and the Rules framed thereunder was applicable to the Company.

17. Corporate social responsibility expenditure

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to conduct CSR activities.

18. Auditors

Statutory Auditors and Auditors Report

S. R. Dhariwal & Co, Chartered Accountants, bearing (FRN: 102455W), were appointed as a Statutory Auditors of the Company, in the Extra-Ordinary General Meeting held on June 13, 2022 for the period of three financial year commencing from FY 2021-22 till FY 2023-24.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The qualification, reservation and adverse remarks are mentioned in the Auditors Report.

Secretarial Auditor and Reports

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed On September 7, 2023, M/s. SARK & Associates, Practicing Company Secretary, placed their resignation to act as Secretarial Auditors and appointed M/s. HRU & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer in their report for the financial year 2022-23.

There was no instance of fraud during the year under review, which required the Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Records and Cost Audit

Pursuant to section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost records and Audit Rules) 2014, Dinesh Jain & Company, Cost Accountants, (Registration No. 100583) are appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company for Financial year commencing on 1st April, 2022 and ending on 31st March, 2023 at such remuneration of Rs. 62,500 (Rupees Sixty Two Thousand Five Hundred only) p.a. plus Service Tax & re-imbursement of out-of- pocket expenses.

19. Related Party Transactions

During the year under review, all the related party transactions were in the ordinary course of the business and on arms length basis. Those transactions were placed before the Audit committee of Directors for prior approval in the form of omnibus approval.

During the year under review, the Company had not entered into any arrangement/ transaction/ contract with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Necessary disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements forming part of this Annual Report.

20. Vigil Mechanism / Whistle Blower

The Company has formulated a Whistle Blower Policy and has also established a vigil mechanism for employees and directors to report genuine concerns and instances of fraud/ illegal activities and no personnel had been denied access to the Audit Committee. The Policy is displayed on the Companys website https://www.supremesteels.com/policies.php.

21. Risk Management Policy

The Company recognizes that risk is an integral part of any business and the Board of Directors are committed to managing the risks in a proactive and efficient manner.

The Board of Directors and the management team having regard to the Companys nature and scale of business, periodically assesses risks in the internal and external environment that might affect the Companys existence.

22. Transfer of amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

23. Particulars of Loans, Guarantees or Investments

Pursuant to the requirements under Section 134(3) (g) of the Companies Act, 2013, Details of loans, Guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes of Financial Statements forming part of this Annual Report.

24. Particulars of Energy, Technology Absorption, Foreign Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the Company during the year under review.

A. Conservation of energy

Steps taken/ impact on Conservation of energy, with special reference to the following:

(i) Steps taken by the Company for optimizing electrical consumption:

• Steps taken by company for optimizing electrical consumption: Installation of capacitors for reduction of PF thereby saving electricity consumption.

(ii) Capital Investment on energy conversion equipments - N.A.

B. Technology absorption:

1. Efforts in brief made towards technology absorption -N.A.

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

C. Foreign exchange earnings and Outgo

There are no Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Details of earnings in foreign exchange: (Amount in Rupees)

Particulars	Current Year 01/04/2022 to 31/03/2023	Previous Year 01/04/2021 to 31/03/2022
Export of Goods calculated on FOB Basis	2,299,364	7,17,000
Interest and dividend	NIL	NIL
Royalty	NIL	NIL
Know-how	NIL	NIL
Professional and Consultancy fees	NIL	NIL
Other Income	NIL	NIL
Total earning in foreign exchange	2,299,364	7,17,000

Details of expenditure in foreign exchange:

Particulars	Current Year 01/04/2022 to 31/03/2023	Previous Year 01/04/2021 to 31/03/2022
Import of Capital Goods calculated on CIF Basis:
(i) raw material	NIL	NIL
(ii) component and spare parts	NIL	NIL
(iii) capital goods - Software Purchase	NIL	NIL
Expenditure on account of:	NIL	NIL
Royalty	NIL	NIL
Know-how	NIL	NIL
Professional and Consultancy fees	NIL	NIL
Interest	NIL	NIL
Other matters	1,37,338	84,000
Dividend paid	NIL	NIL
Total expenditure in foreign exchange	1,37,338	84,000

25. Material changes and commitments affecting financial position of the Company

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of financial year 2022-23 till the date of this Report.

26. Significant / Material Orders passed by the regulators

No significant and material orders have been passed by the Regulators/Courts/Tribunals impacting the going concern status and Companys operations in future.

27. Proceedings under Insolvency & Bankruptcy Code, 2016.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

28. Management Discussion and Analysis

The Management Discussion and Analysis Report forms part of the Annual Report as per Annexure

III.

29. Details of difference between the valuation at the time of availing loan from the Banks and Financial Institutions and difference between the valuation amount on one time settlement:

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

30. Environment and Safety

The environmental cleanliness and safety are a key focus area. The Company aims to grow its business while minimizing the adverse impact of expansion on the environment. The Company continually works with its vendors and suppliers to reduce the environmental impacts of sourcing. Further in alignment with Companys safety standards and training provided employees adhere to required norms and comply with relevant statutory provisions. The Company provides a safe and healthy workplace with an aim to achieve zero injuries to all its employees and all stakeholders associated with the Companys operations.

The Company has established and implemented a Work from Home Policy (WFH) through which it enabled the employees to work from home. The Company has formulated health and safety protocols for all its employees including front end retail employees.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the year under review, the compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules made there under are not applicable to the Company. However, to build awareness in this area the Company has been conducting induction/refresher programs through external consultants and its in-house training team in the organization on a continuous basis.

There is no case filed, during the Financial Year under the said Act hence the company has no details to offer.

32. Appreciation and Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, etc. The Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company.

For and on behalf of the Board of Directors

Supreme Engineering Limited

Sanjay Chowdhri

Managing Director

DIN: 00095990

Date: September 7, 2023

Place: Mumbai