Supreme (India) Impex Ltd Directors Report.
The Board of Directors (Board) presents the 22nd Annual Report of Supreme (India) Impex Limited together with the audited standalone and consolidated statement of accounts for the year ended March 31, 2017.
1. Financial results
|F.Y 2017||F.Y.2016||F.Y 2017||F.Y.2016|
|Total Revenue from operation||3,381,761,736||4,092,975,598||3,381,856,521||4,096,527,994|
|Profit before depreciation ,interest and Tax||345,185,171.37||305,471,507||345,221,107||305,642,693|
|Profit Before Tax||81,939,504||99,995,336||81,786,090||99,935,721|
|Net Tax Expense||34,798,876||32,786,837||34,798,876||32,707,020|
|Profit for the year||47,140,628||67,208,499||46,987,214||67,228,702|
|Paid up share capital||48,873,190||48,873,190||48,873,190||48,873,190|
|Earning per equity share||9.65||13.75||9.61||13.76|
During the year under review, on standalone basis, the Company has achieved gross sales of Rs. 3,381,761,736, showing a decrease approx. 16% compared to the previous year. The Profit after Tax has stood at Rs. 47,140,628 as compared to Rs. 67,208,499 in the previous year and the EPS has stood at Rs. 9.65.
During the year under review, on consolidated basis, the Company has achieved gross sales of Rs. 3,381,856,521, showing a decrease approx. 16%compared to the previous year.The Profit after Tax has stood at Rs. 46,987,214 and the EPS stood at Rs.9.61.
Your Directors are pleased to recommend a dividend of 5% (Rs. 0.5 per equity share of Rs. 10 each) for the year, subject to the approval of the shareholders at the ensuing Annual General Meeting.
4. TRANSFER TO RESERVES:
The company has not transferred any amount to General Reserve during the financial year.
5. SHARE CAPITAL:
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
The Company has not issue bonus shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. INITIAL PUBLIC OFFER
The Company has not made Initial Public Offer of securities during the year under review.
6. EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 for the Financial Year 2016-17 has been enclosed with this report. (Annexure-I)
7. DIRECTORS& KEY MANAGERIAL PERSONNEL: DIRECTORS RETIRE BY ROTATION:
In accordance with the provision of section 152(6) of the Companies Act, 2013 and in terms of Article of association of the company,Mrs.BhanwarideviJhawar, retires by rotation at the ensuring Annual General Meeting (AGM) and being eligible offers herself for reappointment. The Board recommends her reappointment by the members at the ensuing AGM.
8. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
As per requirement of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 separate meeting of the independent directors ("Annual Independent Directors Meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.
9. COMPANYS POLICY ON DIRECTRS APPOINTMENT AND REMUNERATION:
Nomination and Remuneration Committee has formulated a policy relating to remuneration of directors and other employees which has been approved by the Board. The remuneration policy and the criteria for determining qualification, position attributes and independence of a director are stated in the Corporate Governance Report.
10. FAMILIARIZATION PROGRAM FROM INDEPENDENT DIRECTORS
With the commencement of SEBI(LODR) Regulation,2015 w.e.f. December 2,2015 the listed entity is required to conduct the program for the new joining director of the company to get him/her familiarized with the company.
The SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 mandated the formulation of certain policies for all listed companies.
We seek to promote and follow the highest level of ethical standards in all our business transaction. All our corporate governance policies are available on our website http://supremeexports.com . The policies are reviewed periodically by the board of directors and updated based on need and new compliance requirement.
12. BOARD MEETINGS:
The Board of Directors of the company met 12 times during the year 2016-2017. The details of the number of meetings of the Board held during the financial year 2016-17 forms part of the Corporate Governance.
13. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
1. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
3. that proper and sufficient care has been taken 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;
4. that the annual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; 6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
M/s. Soni Surana& Co., Company Chartered Accountants retires at the conclusion of ensuing Annual general meeting. M/s. Soni Surana& Co., Chartered Accountant shall compulsory retire as statutory auditor of the company pursuant to Section 139 of the Companies Act, 2013 at the ensuing Annual General Meeting
The Company has received special notice for appointment M/s. VirendraTarun& Co., Company Chartered Accountants as statutory auditor at the ensuing Annual General Meeting of the Company.
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014. the cost audit records maintained by the Company in respect of its textiles products are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Bikram Jain & Associates, Cost Accountants, to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs. 30,000/- (Rupees Thirty Thousand Only) plus service tax and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/ Bikram Jain &Associates, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.
Pursuant to the provisions 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 M.D. Baid& Associates, Company Secretaries in Practice to undertake the Secretarial Audit for FY 2016-17 of the company. The Secretarial Audit Report is annexed herewith as "Annexure -II".
15. AUDITORS REMARK:
The observations made in the Auditors Report & Secretarial Audit Report are self-explanatory and do not require further explanation.
16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The Audit Committee consists of the following members
a. Mr. Vikas Chordia
b. Mr. Ajay Dalmia
c. Mr. Tansukhraj Jain
The above composition of the Audit Committee consists of independent Directors.
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board andits Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.
The Whistle Blower Policy has been posted on the website of the company http://www.supremeexports.com/
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in "Notes to the Financial Statement".
18. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provision of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC2 is attached with this report. There were no materially significant related parties transaction during the financial year with promoters and directors which were in conflict with the interest of the Company. Suitable disclosure as required by Accounting Standard has been made in the notes to the Financial Statements.
All related party Transactions are placed before the Audit Committee as also to the Board of Directors for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature.
19. SUBSIDIARIES AND JOINT VENTURES:
The Company has a wholly owned subsidiary "Utility Agrotech Industries Private Limited". Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and Rules made there under a statement containing the salient features of the financial statement of its subsidiaries in the format prescribed in Form AOC-1 is attached to the financial statements. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company.
20. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.
21. PUBLIC DEPOSITS:
The details relating to the deposits covered under Chapter V of the Act is as under:
(a) Accepted during the year:
Your company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.
(b) Remained unpaid or unclaimed as at the end of the year: None
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year: None
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: None
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-III".
23. MATERIAL CHANGES:
INTRODUCTION AND IMPLEMENTATION OF GST REGIME:
The Board of directors welcomes the GST regime of the Government of India that has been made effective from July 1, 2017 as One Nation One Tax and we hope that it will result in desirably positive changes in goods and service industry of the country.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS:
The National Company Law tribunal has vide its order 216/621A/CLB/MB/2015/587 has compounded the non - compliance of Section 297 of the Companies Act, 1956 for the company and its officers in default.
25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has developed and implemented any Corporate Social Responsibility Policy and detail of same is given in Annexure - IV.
The Company has identified the project of imparting education to children as per its CSR Policy. As the project is in its initial stage, the fund requirement of education trust is limited and hence, the Company could not be able to spend its entire CSR Expenditure. However, the Company is identifying new projects and expanding its existing project to spend the entire unspent CSR expenditure. The Company will spend its unspent CSR Expenditure of Rs. 25,73,111/- in the coming year as per its CSR policy.
26. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.
27. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its mostimportant stakeholders. Accordingly, your
Companys operationsare committed to the pursuit of achieving high levels of operatingperformance and cost competitiveness, consolidating and buildingfor growth, enhancing the productive asset and resource baseand nurturing overall corporate reputation. Your Company is alsocommitted to creating value for its other stakeholders by ensuringthat its corporate actions positively impact the socio-economic andenvironmental dimensions and contribute to sustainable growthand development.
28. LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capitalmarkets to ensure better enforceability. The said regulations with effect from December 1, 2015.
Accordingly, all listed entities wererequired to enter in to the Listing Agreement within six months from the effective date. The company entered into Listing Agreementwith the NSE Limited.
Your Company has paid the listing fees as payable to the NSE Limited for the financial year 2016-17 on time.
29. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:
Your directors reaffirm that the Company has complied with the corporate governance norms as stipulated under the provisions of thelisting agreement entered into with the NSE and prescribed by the Securities and Exchange Board of India (SEBI).
A Certificate from Practicing Chartered Accountant confirming compliance to the corporate governance requirements by the Company isattached to this report. A detailed report on corporate governance as stipulated in Schedule V (c) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is included in the Annual Report.
The Management Discussion and Analysis Report covering the matters listed in Regulation 34(2) (e) of the SEBI (LODR), 2015, for the year under review is given as a separate statement in the Annual Report.
30. PREVENTION OF INSIDER TRADING
The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by theDirectors and designated employees of the company. The code requires pre-clearance for dealing in the companys shares and prohibitsthe purchase or sales of companys shares by the Directors and designated employees by in possession of unpublished price sensitiveinformation in relation to the company and during the period when the trading window is closed. The compliance officer is responsible for implementation of the code. All Board of Directors and designated employees have confirmed compliances with the code.
31. ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the financial year, the board of directors has adopted a formal mechanism for the evaluation of its performance as well as that of various committees, individual directors and senior executives. The evaluation exercise was carried out through structured process covering various aspects of board such as composition of board/ committees, experience, competencies and performance of duties. The whole feedback was discussed in the Nomination and remuneration Committee and everything was found satisfactory.
32. INTERNAL FINANCIAL CONTROLS:
The company has developed and maintained adequate measures for internal financial control for the year ended 31st March, 2017.
33. PARTICULARS OF EMPLOYEES:
The information required Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2017 is given in the separate "Annexure-V" of this Report.
34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, ROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The following is the summary of the complaints received and disposed off the financial year 2016-2017: No. of Complaints received: Nil No. of Complaints disposed off: Nil
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
|For and on behalf of the Board of Directors|
|Supreme (India) Impex Limited|
|Date :30th August, 2017||Managing Director||Director|
Plot No.823/2, Road No.8,
Gidc, Sachin,Surat-394230 (Gujarat)