Supreme Engineering Ltd Directors Report.

SUPREME ENGINEERING LIMITED

(Formerly Known as: Supreme Engineering Private Limited

Supreme Heatreaters Private Limited)

REGD. OFFICE: R-223 MIDC Complex, Thane Belapur Road, Rabale,

Navi Mumbai 400 701, Maharashtra (Wire Division)

Supreme Special Steels (Special Steels Division)

R.P. Chowdhri Marg, Village Vihari, OppKhopoli Railway Station,

Khopoli, Tal. Khalapur, District Raigad, Maharashtra 410203

Contact No.: 022-27648700 FAX: 022-27690341

EMAIL: cs@supremesteels.com

WEBSITE: www.supremesteels.com

CIN: L99999MH1987PLC043205

To,

The Members of

SUPREME ENGINEERING LIMITED

R-223, MIDC Complex,

Thane Belapur,

Rabale, Navi Mumbai 400 701

Your Directors are pleased to present their Thirty Second Boards Report together with the Audited Financial statements for the year ended 31st March, 2019.

1. EXTRACT OF ANNUAL RETURN {SECTION 92(3)} In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS

The Board of Directors duly met 15 times during financial year 2018-19.

3. DIRECTOR 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.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of your Company as on 31st March, 2019 was Rs. 24,99,50,000 Equity Shares comprising of 2,49,95,000 Equity Shares of Rs. 10 each. Your Company has issued 65,84,000 Equity Shares consisting of 65,76,000 fresh equity shares and Offer For Sale of 8,000 equity shares by existing shareholder Mrs. Lalita Chowdhri during the Financial Year 2018-19 by way of Initial Public Offering (IPO). The Company got listed on NSE Emerge (SME Platform of National Stock Exchange of India Limited) on 06th September, 2018.

5. DEPOSITS

Except the exempted deposits, the Company has neither accepted nor renewed any deposits within the meaning of Companies (Acceptance of Deposits) Rules, 2014.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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.

7. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR: (Section 134)

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.

8. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee has laid down the criteria for Directors Appointment and Remuneration including criteria for determining qualification, positive attributes and Independence of Director. The following attribute/criteria for selection have been laid by the board on the recommendation of committee:

The candidate should possess the positive attributes such as leadership, entrepreneurship or such other attributes which in the opinion of the committee are in the interest of the Company. The candidate should be free from any disqualification as provided under sections 164 and 167 of Companies Act, 2013 The candidate should meet the conditions of being independent as stipulated under the companies act, 2013

The appointment or re- appointment of a Director is made pursuant to an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required by the post. The Executive and Whole-time Directors of the Company are paid remuneration as per their terms and conditions which are approved by the Board after taking into consideration the recommendations made by Nomination and Remuneration Committee.

9. AUDITORS Statutory Auditor:

To fill the casual vacancy caused by Bajaj & Goyanka, Chartered Accountants , H.L. Saini& Co., Chartered Accountants, bearing FRN- 136961W were appointed as Statutory Auditor vide Extraordinary General Meeting (“EGM”) dated 24th April, 2018 to hold the office from conclusion of EGM till the conclusion of the 31st Annual general Meeting to conduct Statutory Audit for the F.Y. 2017-18.

As the Statutory Auditors H.L Saini & Co. were going to retire, pursuant to recommendation of Audit Committee, the Board proposed to appoint R.T. Jain & Co. LLP, Chartered Accountants bearing FRN: 103961W/W100182 whose consent and eligibility certificate was placed before the board and were appointed in last Annual General Meeting held on 28th September, 2018 for a term of 5 years.

The Notes on financial statement 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.

Cost Auditors:

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, 2019 and ending on 31st March, 2020 at a remuneration of Rs. 50,000 (Rupees Fifty Thousand only) p.a. plus Service Tax & reimbursement of out of pocket expenses that may be incurred subject to ratification by the members of the Company at the ensuing 32nd Annual General Meeting of the Company.

Secretarial Auditor:

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 M/s. SVN & Associates, Practicing Company Secretary, Mumbai bearing C.P No. - 14125 to undertake the Secretarial Audit of the Company for the Financial Year 2018-19.

The Secretarial Auditor has submitted his report on Secretarial Audit conducted by him which is annexed to this report as “Annexure IV”. The Secretarial Audit report contains qualification, reservation or adverse remark as follows:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, every listed company is required to appoint an Internal Auditor to conduct internal audit of the functions and activities of the Company. On review it was observed that the Company has not appointed an Internal Auditor for the financial year 2018-19.

Managements reply: The Company is in processing of appointing the Internal Auditor and the same will be appointed shortly.

10. LOAN, GUARANTEE AND INVESTMENT BY COMPANY: (SECTION 186)

The Company has not given any Loan or Guarantee or security or made any investment during the financial year.

11. RELATED PARTIES TRANSACTION

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. Related party transactions under Accounting Standard 18 are disclosed in the notes to the financial statement and also mentioned in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014, attached as Annexure-II, to this report.

12. FINANCIAL RESULTS:

Particulars Current F.Y. 18-19 Previous F.Y. 17-18
Revenue from Operations 17357.35 15174.47
Other Income 115.85 55.07
Total Revenue 17473.21 1522.95
Profit before Finance Cost, Depreciation, 1843.38 1782.57
Extraordinary items & Taxes
Less: Finance Cost 752.72 910.57
Less: Depreciation & Amortization Expenses 188.81 151.11
Profit/ Loss Before Prior Period Items and Taxes 901.85 720.90
Exceptional and Extra Ordinary Items 0.00 0.00
Profit/ Loss Before Tax (PBT) 901.85 720.89
Less: Provision for Tax 225.12 215.81
Less: Deferred Tax 0.52 4.54
Profit/ Loss After Tax 676.20 500.53
Profit available for appropriation 676.20 500.53
Balance Carried to Balance Sheet 676.20 500.53

13. RESERVES:

The Company proposes to carry Rs. 676.20 Lakhs to the Reserves from Net Profits of the financial year 2018-19. All the requirement as laid down in Companies Act, 2013 and rules made their under are complied with.

14. STATE OF COMPANYS AFFAIRS:

Your Company has achieved the Total Turnover of Rs. 173.57 Crores during Financial Year 2018- 19 as against the Turnover of 2017-18 Rs. 151.74 Crores showing an increase of 14.39% over the Previous Year. The management puts continuous efforts to increase the operational efficiency and turnover. Similarly, the Net Profit of your Company during Financial Year 2018-19 is Rs. 6.76 Crores as against the Net Profit of 2017-18 Rs. 5.00 Crores showing growth of 35.20% over the Previous Year.

15. DIVIDEND:

Based on the performance of your Company, the Board, at its meeting held on Wednesday, 29th May, 2019 recommended a Dividend of Rs. 0.50 per equity share for the Financial Year ended 31st March, 2019. The proposal is subject to the approval of shareholders of the Company at the General Meeting to be held on Friday, 27th September, 2019. The Dividend, if declared by the members at the forthcoming Annual General Meeting, will be paid to all those beneficial owners holding the shares in electronic form as per the beneficial ownership made available to the Company by National Securities Depository Limited (NSDL) and the Central Depository Services of India Limited (CDSL) as on Record Date of 19th September, 2019.

16. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE

COMPANY AS ON DATE OF BALANCESHEET:

1. The Shareholders approved the following resolutions in Extra- ordinary general Meetings dated 24th April, 2018:

The Shareholders approved resolution for public issue of up to 65,79,000 equity shares of Rs. 10 each of the Company. To fill the casual vacancy caused by Bajaj & Goyanka, Chartered Accountants, H.L. Saini& Co., Chartered Accountants were appointed as Statutory Auditors of the Company to conduct Audit for the Financial Year 2017-18.

2. The Board approved the following resolution in Board Meeting dated 04th May, 2018:

Appointment of Mr. Gopal Mishra as Chief Financial Officer of the Company.

3. The Board approved the following resolution in Board Meeting dated 31st May, 2018:

As Draft Red Herring Prospectus dated 19th February, 2018 filed with NSE Emerge for which NSE

In principle approval was received vide letter dated 16th March, 2018 was withdrawn due to change in Audited Financials. As per SEBI (ICDR) Regulations, 2009, the audited financials should not be more than six months old from the issue opening date, so the Board re-filed the Draft Red Herring Prospectus (“DRHP”) dated 31st May, 2018 offering 65,79,000 equity shares with Stock Exchange (“NSE”) with the Audited Financials for the year ended on 31st March, 2018.

The Draft Red Herring Prospectus (“DRHP”) dated 31st May, 2018 was approved by the Stock Exchange (“NSE”) by in-principle approval letter dated July 13, 2018. Further, the Company then filed the Red Herring Prospectus (“RHP”) dated July 16, 2018 filed with the Registrar of Companies, Mumbai, Maharashtra along with all other material documents and contracts, whose receipt was acknowledged and taken on record by the Registrar of Companies, Mumbai, Maharashtra on July 18, 2018.

4. The Board approved the resolution in Board Meeting dated 01st August, 2018 and the Company approved the resolution in Extra-ordinary General Meeting dated 06th August, 2018 as follows:

Due to the revision in the issue structure, the Board of Directors of the Company, on the recommendation of NSE and in consultation with the Book Running Lead Manager (“BRLM”), the Board passed and approved Initial public offering through a fresh issue of equity shares not exceeding 65,76,000 and an offer for sale, upto 8,000 Equity shares, by existing shareholder through book built issue subject to approval of Members.

The Shareholders approved Initial public offering through a fresh issue of equity shares not exceeding 65,76,000and an offer for sale, upto 8,000 Equity shares, by existing shareholder through book built issue.

5. The Board approved the following resolution in Board Meeting dated 07th August, 2018:

In supersession to all previous passed resolutions in respect to Draft Red Herring Prospectus, subject to the approval of the Stock Exchange, the Draft Red Herring Prospectus (DRHP) dated 07th August, 2018 offering fresh issue of 65,76,000 equity shares and offer for sale of 8,000 equity shares by existing shareholder was approved and filed by Board with the Stock Exchange (“NSE Emerge”).

The Draft Red Herring Prospectus (“DRHP”) dated 07th August, 2018 was approved by the Stock Exchange (“NSE”) by in-principle approval letter dated August 10, 2018. Further, the Red Herring Prospectus (“RHP”) dated August 11, 2018 was filed with the Registrar of Companies, Mumbai, Maharashtra along with all other material documents and contracts, whose receipt was acknowledged and taken on record by the Registrar of Companies, Mumbai, Maharashtra on August 14, 2018.

6. The Board approved the following resolution in Board Meeting dated 30th August, 2018:

The Final Prospectus dated 30th August, 2018 offering fresh issue of 65,76,000 equity shares and offer for sale of 8,000 equity shares by existing shareholder at cash at price of Rs. 27 was filed with the Registrar of Companies, Mumbai, Maharashtra along with all other supporting documents. Appointment of Cost Auditor for the Financial Year 2018-19. Appointment of Statutory Auditor R.T. Jain & Co. LLP, Chartered Accountants of the Company.

7. The Board approved the following resolution in Board Meeting dated 03rd September, 2018:

Allotment of 65,84,000 Equity Shares of the Face Value of Rs.10/- each ("Equity Shares”) at offer price of Rs.27/- each per Equity Share (including a Share Premium of Rs.17/- per Equity Share), consisting of Fresh Issue of 65,76,000 Equity Shares by the Company and 8,000 Equity Shares by the Promoter Selling Shareholder, to the respective beneficiary accounts of the successful allottees under the IPO of the Company.

8. The Board approved the following resolution in Board Meeting dated 17th September, 2018:

To take note of Resignation of Mr. Gopal Mishra as Chief Financial Officer of the Company17th September, 2018. To approve the appointment of Mr. Ajay Kumar Dalmia as Chief Financial Officer (“CFO &KMP”) of the Company w.e.f 17th September, 2018

9. The Board approved the following resolution in Board Meeting dated 14th November, 2018:

Approved of half yearly unaudited Financials as on 30th September, 2018 of the Company. Approved revision in salary terms of Mr. Pranav Chowdhri, Chief Executive Officer of the Company. To approve related party transactions with Mr. Sanjay Chowdhri, Managing Director of the Company.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

Mr. Ajay Kumar Dalmia resigned from the post of Chief Financial Officer vide resignation letter 06th June, 2019 with effect from 05th July, 2019.The resignation was accepted by the Board by way of circular resolution dated 10th July, 2019.

18. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

(A) Conservation of energy:

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

(i) Steps taken by the Company for utilizing alternate sources of energy including waste generated The Special Steels division at Khopoli has taken steps to install Induction heating furnace to replace part production done by Gas fired furnace. The advantages are as follows:

1. Lower pollution as electric/induction heating causes no pollution

2. Higher efficiency as the electric furnace uses only the power required to heat the required job, whereas the gas furnace requires the full furnace to be fired thereby causing waste of fuel 3. Lower cost

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

(B) Technology Absorption:

1. Efforts in brief made towards technology absorption Technology installed - Additional electro-slag re-melting furnace

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, Increase of production capacity for critical alloys

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:

PARTICULARS AMOUNT (Rs. In lacs)
Foreign Exchange earned in terms of actual Inflows during the year 19.83
Foreign Exchange outgo during the year in terms of actual Outflows 292.71

19. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for the purpose of Risk Management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has formulated Corporate Social Responsibility (CSR) Policy and the Annual Report on CSR activities for the financial year 2018-19 is enclosed as “Annexure III”

21. FORMAL ANNUAL EVALUATION:

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

22. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES

ACT, 2013

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made.

23. REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT {SECTION 131(1)S}

The Company has not made any modification or alteration in its Financial Statement / Board Report in respect of last Four Years.

24. DIRECTOR AND KEY MANAGERIAL PERSONNELS:

In accordance with the requirements of Companies Act, 2013 Mrs. Lalita Chowdhri, Non- Executive Director and Chairperson of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offers herself for re-appointment. Your Board recommends re-appointment Mrs. Lalita Chowdhri (DIN: 00096419) at the ensuing Annual General Meeting. A brief resume, nature of expertise, details of directorships held in other companies and other information of Mrs. Lalita Chowdhri (DIN:00096419) proposing re-appointment pursuant to the provisions of the Companies Act, 2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended as an annexure to the notice of ensuing Annual General Meeting.

During the year, following were the changes in Directors and Key Managerial Personnel (KMPs):

Sr. No. Name of Directors/KMPs Designation Date of Change Reason
1. Mr. Gopal Mishra Chief Financial officer 17th September, Resignation
2018
2. Mr. Ajay Kumar Chief Financial officer 17th September, Appointment
Dalmia 2018

25. DETAILS OF COMMITTEES:

The Board has formulated following committees for compliance with corporate governance requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

26. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

No Managing Director or Whole- Time Director of the Company was in receipt of any remuneration or commission from the Companys Holding or Subsidiary companies during the financial year.

27. PERFORMANCE AND FIANANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND

JOINT VENTURE COMPANIES:

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

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairperson of the committee.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, form part of this report. It deals with the business operations and Financial performance, Research and Development Expansion & Diversification, Risk Management, etc, is enclosed as per “Annexure V”.

30. CORPORATE GOVERNANCE REPORT

Corporate Governance provisions are not applicable to your Company pursuant to Chapter IV (OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

31. PARTICULAR OF EMPLOYEES

The Company has no employees, who is in receipt of remuneration of Rs. 8,50,000 per month/-or Rs. 1,02,00,000 per annum and hence, the company is not required to give their information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE

COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Sr. No. Particulars
1. the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year Name of Directors Ratio:
Mr. Sanjay Chowdhri 31.15:1
Mr. Abhinav Chowdhri 9.34:1
2. Percentage increase in Remuneration of each director, chief financial officer, chief executive officer, company secretary or manager, if any* N.A.- Refer Notes*
3. Percentage increase in the median remuneration of employees in the financial year There was decrease in remuneration by 8.60 %
4. Number of permanent employees on the rolls of Company F.Y. 18-19- 34
F.Y. 17-18- 38
5. Average Percentile increase already made in the salaries of employees other than managerial personnel in last financial year and Its comparison with percentile increase in managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration. There was decrease in Average percentile in salaries of employees other then managerial personnel in the last financial year by 13.06% and average percentile increase/decrease in remuneration of managerial personnel cant be ascertained as the board composition was formed in December, 2017 of F.Y. 2017-2018. There was no exceptional circumstance for increase for managerial personnel in the last financial year
6. Affirmation It is affirmed that remuneration is as per the Nomination & Remuneration policy of the Company

Notes:

The remuneration paid to Managing Director includes salary, contribution to Provident Fund, Superannuation Fund etc.

*The Company got converted from Private into Public limited in F.Y. 2017-18 so the Board Composition was formed in December, 2017, therefore, the comparison of remuneration of Directors and KMP is not possible with respect to F.Y. 2017-18 and F.Y. 2018-19. The remuneration details are disclosed as below:

Name Particulars Remuneration (Rs.)
2018-2019 2017-2018
Mr. Sanjay Chowdhri Managing Director 60,00,000 23,10,000
Mr. Abhinav Chowdhri Executive Director 18,00,000 4,50,000***
Mr. Pranav Chowdhri Chief Executive Officer 18,00,000 -
Mrs. Krupali Thakkar CS & Compliance Officer 4,12,000 85,000**
Mr. Vikas Agarwal Chief Financial Officer - 2,00,000
Mr. Gopal Mishra Chief Financial Officer 68,000 -
Mr. Ajay Kumar Dalmia Chief Financial Officer 15,29,500 -

**Mrs. Krupali Thakkar was appointed as CS & Compliance Officer w.e.f 08.01.2018, therefore remuneration is from 08th January, 2018 up to 31st March, 2019. *** Mr. Abhinav Chowdhri was appointed as an Executive Director w.e.f. 07th December, 2017 and he was paid remuneration w.ef. 01st January, 2018 vide shareholders resolution dated 09th January, 2018.

33. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met Fifteen (15) in the Board Meeting held during the F.Y. 2018-2019

Name of Director Category / Designation of Director Number of Meeting Attended
Mr. Sanjay Chowdhri Managing Director 15/15
Mrs. Lalita Chowdhri Chairperson and Non-Executive Director 15/15
Mr. Abhinav Chowdhri Executive Director 15/15
Mr. Prakash Deshmukh Non-Executive Independent Director 15/15
Mr. Jayaraman Kannan Non-Executive Independent Director 14/15

34. AUDIT COMMITTEE:

The Audit Committee comprises of three directors out of which majority directors are Independent Directors namely Mr. Prakash Deshmukh, Chairman, Mrs. Lalita Chowdhri, Member and Mr. Jayaraman Kannan, Member. The Audit Committee met 6 times during the year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mrs. Lalita Chowdhri Chairperson and Non-Executive Director 6/6
Mr. Prakash Deshmukh Non-Executive Independent Director 6/6
Mr. Jayaraman Kannan Non-Executive Independent Director 5/6

35. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three directors all of whom are Non-Executive Directors namely, Jayaraman Kannan, Chairman, Mrs. Lalita Chowdhri, Member and Mr. Prakash Deshmukh, Member. The Nomination and Remuneration Committee met 5 times during the year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mrs. Lalita Chowdhri Chairperson and Non-Executive Director 5/5
Mr. Prakash Deshmukh Non-Executive Independent Director 5/5
Mr. Jayaraman Kannan Non-Executive Independent Director 4/5

36. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three directors majority of whom are Non-Executive Independent Directors namely Mrs. Lalita Chowdhri, Chairperson, Jayaraman Kannan, Member and Mr. Prakash Deshmukh, Member. The Stakeholders Relationship Committee met 5 times during the year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mrs. Lalita Chowdhri Chairperson and Non-Executive Independent Director 5/5
Mr. Prakash Deshmukh Non-Executive Independent Director 5/5
Mr. Jayaraman Kannan Non-Executive Independent Director 5/5

37. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee was constituted by our Directors pursuant to Section 135 of Companies Act, 2013 of the Companies Act Read with Companies (Corporate Social Responsibility) Rules, 2014 (including any amendment thereto or re-enactment thereof), by a board resolution dated April 26, 2018. The Corporate Social Responsibility Committee comprises of Mr. Abhinav Chowdhri, Chairman, Mr. Sanjay Chowdhri, Member and Mr. Prakash Deshmukh, Member. The CSR Committee was met twice during the Financial year.

Name of Director Category / Designation of Director Number of Meetings Attended
Mr. Abhinav Chowdhri Executive Director 2/2
Mr. Sanjay Chowdhri Managing Director 2/2
Mr. Prakash Deshmukh Non-Executive Independent 2/2
Director

38. ANNUAL GENERAL MEETINGS:

Details of last three AGM of the Company are as under:

Sr. No. AGM No. Date Place
1. Twenty Ninth 30th September, 2016 Registered Office: Rabale, Navi Mumbai
2. Thirtieth 30th September, 2017 Registered Mumbai Office: Rabale, Navi
3. Thirty First 28th September, 2018 Registered Mumbai Office: Rabale, Navi

39. EXTRA-ORDINARY GENERAL MEETINGS:

Details of Extra-Ordinary General meetings of the Company for the F.Y. 2018-19 are as under:

Sr. EGM No. Date Place
No.
1. 1/2018-19 24th April, 2018 Registered Office: Rabale, Navi Mumbai
2. 2/2018-19 06th August, 2018 Registered Mumbai Office: Rabale, Navi

40. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledges the assistance and co-operation received from the Bank of India and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

By order of the Board
For Supreme Engineering Limited
Sd/- Sd/-
Sanjay Chowdhri Abhinav Chowdhri
Managing Director Executive Director
00095990 07121484
Place: Navi Mumbai
Date: 17th August, 2019

Annexure-I to Boards Report

EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2019

[Pursuant to Section 92(3) of the Companies act, 2013 read with

[The Companies (Management and Administration) Rules, 2014]