Supreme Holdings & Hospitality Ltd Directors Report.

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

Your Directors have pleasure in presenting Thirty Seventh Annual Report and Audited Accounts of the Company for the year ended 31st March, 2019.

FINANCIAL RESULTS:

(Rs. in Lacs)
Particulars 2018-19 2017-18
Total Income 5530.76 4868.33
Total Expenditure (excluding depreciation) 5151.03 4570.47
Profit before depreciation and Tax 379.72 297.86
Depreciation 12.75 4.38
Profit before Tax 366.97 293.48
Tax Expenses :
Current Tax 59.74 103.54
Deferred Tax (2.17) 39.50
Net Profit for the year 309.41 150.44
Other comprehensive income (Net of tax) (4.00) -
Total Comprehensive income 305.41 150.44

REVIEW OF OPERATIONS:

The revenue from real estate activity is recognised in accordance with the "Guidance Note on Accounting for Real Estate Transactions (for entities to whom Ind AS is applicable)" issued by the Institute of Chartered Accountants of India (ICAI).

During the year under review the total Income of the Company was at Rs. 5530.76 lacs as compared to Rs. 4868.33 lacs in the previous year. The Company has reported net profit of Rs. 309.41 lacs during the year under review as against profit of Rs. 150.44 lacs in the previous year. The total comprehensive income for the year under review was at Rs. 305.41 lacs as against Rs. 150.44 lacs in the previous year.

PANVEL

The Lands of the Company at the Panvel Taluka were included in the Navi Mumbai Airport Influence Notified Area (NAINA) and the CIDCO, who was appointed as the Special Planning Authority for the NAINA, had published the draft followed by a modified Draft Development control and promotion regulations for the Interim Development plan (IDP) of NAINA and submitted the same to Government for its sanction. The Government had sanctioned a part of the said draft Interim Development Plan on 27th April, 2017 and kept our land bank in excluded portion, which was pending for sanction. The Government has sanctioned the excluded part of IDP on 1st March, 2019 . In the mean time for speedier developments, the CIDCO has announced the Town Planning Schemes (TPS) for NAINA in phase manner. So far no TPS Scheme has been announced for our Panvel Taluka Lands.

BELMAC RIVERSIDE

The company in Joint Development Developing residential project on Land admeasuring 2,430 sq. mtr. situated at Suvey No. 99/5 village Akurli & land admeasuring 3,950 Sq. Mrt. situated at Suvey No. 99/3/2 village Akurli, Taluka Panvel.

The project contruction is progressing as per schedule. It comprises of 1 & 2 Bhk units in 3 to 5 storey buildings. Booking of the apartments have started and Company has received good response. The project is RERA compliant.

BELMAC RESIDENCES

The Premier Luxury residential project of the Company, "BELMAC RESIDENCES", in Pune is progressing as per schedule. The project is comprises of 6 Buildings of 15 story each of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse, squash court, five-aside football court, Hydroponic farm, Spa, Business Centre, Gymnasium, banquet Hall, Children play area, Concierge desk, Games room, Day care Centre, and many more facilities. The Project is RERA Compliant and being Developed in phases. The first Phase consisting of two Buildings has been completed .

The Second phase of the Project has reached advance stage. The response of the project is satisfactory.

DIVIDEND:

In order to conserve the resources in long run, the Board of Directors of your Company has not recommended any Dividend for the year under review.

RESERVES:

For the financial year ended 31st March, 2019, your Company has not transferred any amount to Reserves.

CHANGE IN NATURE OF BUSINESS:

There are no changes in the nature of business during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

In Terms the provisions of Regulation 34 of the SEBI( Listing Obligation and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis is set out in this Annual Report.

FIXED DEPOSITS:

During the year under review the company has not invited or accepted any Fixed Deposit from the public.

LOANS AND GUARANTEE AND INVESTMENTS:

Particulars of loans, investments, and guarantees or securities covered under Section 186 of the Companies Act, 2013 are reported in the financial statement provided in this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund during the current year.

EXTRACT OF ANNUAL RETURN:

In accordance with Companies Act, 2013 an extract of Annual Return in the prescribed format is appended as "Annexure -A" to this Boards Report. The extract of Annual Return is also uploaded on the website of the Company www. supremeholdings.net.

PERSONNEL:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in "Annexure -B to this Boards Report. .

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 thereto is enclosed as "Annexure - C to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www.supremeholdings. net/company-policies.htm

SUBSIDIARY COMPANY:

Your Company has one Wholly-owned Subsidiary company namely Helmet Traderz Limited as on March, 31 2019. During the year under review, the name of the Subsidiary Company has been changed from "Helmet Traders Limited" to "Helmet Traderz Limited".

A Statement containing the salient features of the financial statement of subsidiaries in Form AOC-1 as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy provide guidelines to the Nomination and Remuneration Committee relating to appointment and remuneration of Directors , Key Managerial Personnel , Senior Management of the Company. This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of Director and also the criteria for determining the remunerations of Director, Key Managerial Personnel , Senior Management and other employees. It also provides the manner for effective evaluation of performance of Board its committees and Individual Directors.

The Nomination and Remuneration policy of the Company is also hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND DIRECTORS:

Based on the criteria laid down by the Nomination and Remuneration Committee, the exercise of Annual evaluation of the performance of the Board, its Committee and of Individual Directors was carried out through as structured process covering various aspects of the functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.,

The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance of the Board as a whole, performance of Chairperson of the Company was evaluated and reviewed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and 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 of the report.

SHIFTING OF REGISTERED OFFICE:

The Registered Office of the Company was shifted within local limits of Pune City from Survey No 38A/2, Opp. Brahma Suncity & PMC Garden, Wadgaonsheri, Pune - 411014 to Office no. 510 to 513, Platinum Square, Shri Satpal Malhotra Marg, Pune - 411014 w.e.f. 15th November, 2018.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link http://www.supremeholdings.net/ company-policies.htm

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure -D" and a certificate from the Companys Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand the Companys business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Companys Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of the Companies Act, 2013, Mr. Vidip Jatia will retire by rotation at the ensuing AGM and being eligible, seek re-appointment.

During the year Mrs. Namita Jatia was appointed as Executive Directors with effect form 01st June, 2018 for a period of 3 years .

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of office of Mr. Rishabh Kalati, as Independent Director expires at the ensuing Annual General Meeting. Mr. Rishabh Kalati has requested the Board not to consider him for re-appointment and relive him from the office of the Director after the expiry of his present term.

The Board places on record its appreciation towards valuable contribution made by Mr. Rishabh Kalati during his tenure as Director with the Company.

During the year Mr. Jiten Shah was appointed as Chief Financial Officer of the Company with effect from 08th August, 2018.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2019, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit and loss of the company for the year under review;

iii) That the directors have 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.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2019 on a going concern basis.

v) That 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.

vi) That the Directors had devised systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS:

During the year, Five Board Meetings were 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.

AUDIT COMMITTEE:

The present Audit committee comprises of Mr. S. N. Atreya, Mr. Rishabh Kalati, Mrs. Shruti Jatia and Mr. Vidip Jatia. Mr. S. N. Atreya, Mrs. Shruti Jatia and Mr. Rishabh Kalati are Independent Directors. Mr. S. N. Atreya is the Chairman of the Audit Committee.

AUDITORS & AUDITORS REPORT:

As per the provisions of the Act, the period of office of M/s. KCPL & Associates LLP, Chartered Accountants, Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting . It is proposed to appoint M/s Mittal Agarwal & Co. , Chartered Accountant as Statutory Auditors for a period of 5 (Five) consecutive years.

M/s Mittal Agarwal & Co. has confirmed their eligibility and qualification required under the Act for holding office of Statutory Auditors of the Company.

The notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or remarks.

There are no frauds reported by the Auditors under Section 143(12) of Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company.

Accordingly the Secretarial audit of the Company for the financial year 2018-19 was conducted by M/s. Shivlal Maurya & Co.

The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure - E. There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors.

SECRETARIAL STANDARDS:

The Company Complies with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India.

LISTING STATUS:

The companys shares are presently listed on Bombay Stock Exchange Ltd.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others which impacts the going concern status and Company operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy: Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy- efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative source of energy such as solar energy.

iii. The Capital investment on energy conservation equipment:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipment.

B. TECHNOLOGICAL ABSORPTION:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

No technology has been imported by the Company. iv: The expenditure incurred on Research and Development:

NIL

C. Foreign Exchange Earnings and Outgo

Earning: Nil

Outgo: Sales and Marketing Expenses and Foreign

Travelling Expenses - Rs. 12.9 Lacs

SEXUAL HARASSMENT:

The Company has Policy on Prevention of Sexual Harassment of Employee.

The Company has complied with provisions relating to the constitution of Internal Committee (Complaint Redressal Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Complaint Redressal Committee redress complaints received regarding sexual harassment. All employees are covered under the policy. The Company has not received any complaint during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013.

The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company.

MAINTENANCE OF COST RECORDS:

The Company is required to maintain cost accounts and records from financial year 2018-19, pursuant to the provision of Section 148 of Companies Act, 2013 read with relevant Rules.

The Company has maintained the Cost accounts and records as per Section 148 of Companies Act, 2013 for the financial year 2018-19.

ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on Behalf of the Board
Place: Pune Vidip Jatia
Date: May 30, 2019 Chairman & Managing Director
(DIN 06720329)