Supreme Petrochem Ltd Directors Report.

Dear Members,

The Board of Directors of your Company are pleased to present the Thirtieth Annual Report of the Company along with its Audited Financial Statements for the financial year ended on March 31, 2019.

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)
Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue (Net of Excise Duty/GST) 320379.64 303462.52
Profit Before Tax (PBT) 7616.30 17893.64
Tax Expenses 2695.61 6281.58
Profit After Tax (PAT) 4920.69 11612.06
Interim/Final Dividend on equity shares (including corporate dividend tax) paid during the year 5235.49 5226.67
Transfer to General Reserves 2500.00 7000.00
Retained Earnings/Balance carried forward 6416.30 9231.10

2. DIVIDEND

During the year under review your Directors declared an interim dividend @10% on its paid up Share capital, consisted of 9,65,01,958 equity shares of V 10/- each (viz. dividend of Re 1.00 per equity share) on October 26, 2018 involving an outgo of Rs.1163.46 Lakhs including corporate dividend tax of Rs.198.44 Lakhs. Your Directors have now further recommended a final dividend of Rs.2/- per equity share (viz. 20%) entailing an outgo of Rs.2326.87 Lakhs including corporate dividend tax of Rs.396.83 Lakhs, subject to approval of members at the ensuing Annual General Meeting of the Company. The total dividend for the financial year 2018-19 would thus be Rs.3490.33 Lakhs including corporate dividend tax. The payout of dividend is in line with your Companys policy to meet its long term growth objectives and meet the financial requirements through its internal cash accruals.

Pursuant to the provisions of Regulation 43A(1) of SEBI (LODR) Regulations, 2015, the Company has formulated its Dividend Distribution Policy which is available at the website of the Company www.supremepetrochem.com.

3. REVIEW OF OPERATIONS

Your Companys revenue increased to Rs.3,20,379.64 lakhs (net of GST) for the year under review as compared to Rs.3,03,462.52 lakhs (net of excise duty and GST) in the previous year witnessing a growth of about 5.57%.

During the year under review, your Company earned a net profit of Rs.49.21 crores against Rs.116.12 crores in the previous year. The operations were adversely affected due to heavy inventory losses suffered during the third quarter of the year under review consequent to sharp fall in the price of Styrene Monomer between September, 2018 to November, 2018 and subdued demand in the first half of the year on account of uncertainty caused by the order on ban of certain one time use plastic products.

Status of Insurance Claim-Chennai Plant

Insurance claim in respect of the loss/damage to the assets of Companys EPS plant in Tamil Nadu, due to floods, has finally been settled at Rs.819.28 Lakhs against our claim for Rs.977 Lakhs.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT

Management Discussion and Analysis for the year under review is presented separately in the Annual Report. The Report on Corporate Governance forms an integral part of this Report. The compliance of Corporate Governance conditions has also been certified by the Auditors and the same is annexed to the report on Corporate Governance.

5. BUSINESS RESPONSIBILITY REPORT (BRR)

Business Responsibility Report for the year 2018-19 is included as part of the Annual Report forming its integral part.

6. HEALTH, SAFETY & ENVIRONMENT (HSE)

Considering the significance of Health, Safety & Environment (HSE) to any petrochemical operations, your Company has established a robust HSE system at both of its plants in Amdoshi, Maharashtra and Manali, Tamil Nadu.

The Environmental Management System and Occupational Health and Safety Management System continue to be maintained by your Company as per ISO 14001:2015 Standard and OHSAS 18001:2007 Standard respectively, as certified by M/s. Bureau Veritas, a global leader, in conformity assessment and certification services.

HSE Performance Index for the period under review stood to be in "Excellent" Range. The Company has also received various prestigious awards and recognitions towards its highest grade of safety standards consistently maintained at its both the plants, the details whereof are placed on the website of the Company www.supremepetrochem.com.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

(a) Retirement by Rotation:

Shri Rajan B. Raheja (DIN 00037480) and Shri B. L. Taparia (DIN 00112438), Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as the Directors of the Company.

The Board recommends their re-appointment.

(b) Re-Appointment of Independent Directors:

Shri M. S. Ramachandran, Shri R. Kannan, Dr. S. Sivaram and Ms. Ameeta Parpia were appointed as Independent Directors of the Company and will hold office upto September 21, 2019.

Considering their skills, expertise, performance evaluation and experience in the respective fields and the contribution made by these Directors during their tenure as an Independent Director since their appointment, the Nomination and Remuneration Committee and the Board have recommended for re-appointment of these Directors as Independent Directors on the Board of Company to hold office for second term of five consecutive years commencing from September 22, 2019 upto September 21,2024 and they will not be liable to retire by rotation. The Company has received declaration from all these Directors that they continue to fulfill the criteria of independence as prescribed under 149(6) of Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of SEBI (LODR) Regulations, 2015 (including any amendment or statutory re-enactment thereof for the time being in force).

In terms of the provisions of section 160 (1) of the Companies Act, 2013, the Company has received notice from a member signifying his intention to propose the candidature of Shri M. S. Ramachandran, Shri R. Kannan, Dr. S. Sivaram and Ms. Ameeta Parpia for the office of Independent Director of the Company, not liable to retire by rotation.

Brief particulars/resume of the aforesaid Directors seeking their re-appointment, as per regulation 26(4) and 36(3) of SEBI (LODR) Regulations, 2015 and Regulation 1.2.5 of Secretarial Standard (SS-2) are provided in the AGM notice forming part of this Annual Report.

The Independent Director of Company Shri Nihalchand Chauhan has notified the Company that post expiry of his current term on September 21, 2019, he will not be available to continue in the Company for his personal reasons.

(c) Appointment of Independent Director

The Board is pleased to appoint Shri Rajeev M. Pandia (DIN : 00021730) as an Additional Independent Director of the Company for a period of five years w.e.f. April 26, 2019 subject to the approval of members in the ensuing Annual General Meeting of the Company as per the applicable provisions of the Companies Act, 2013. Shri Rajeev M. Pandia is a chemical engineer from IIT (Bombay) with masters from Stanford University, USA and has over 45 years of multifaceted experience in the chemical sector and he is eligible to be appointed as Independent Director of the company as per respective provisions of Companies Act, 2013 and SEBI-Listing Regulations. Brief particulars/ profile of Shri Rajeev M. Pandia are stated in the AGM notice forming part of this Annual Report.

(d) Key Managerial Personnel (KMPs)

Shri Ravi V. Kuddyady, who was Company Secretary Cum Compliance Officer of the Company retired from the services of Company. The Board placed on record its deep appreciation for the valuable services rendered by Shri Ravi V. Kuddyady during his tenure.

Shri D. N. Mishra (FCS-5506) was appointed as Company Secretary of the Company w.e.f. 06.10.2018 and confirmed on 26.10.2018.

Except as stated hereinabove, there is no other change in the composition of the Board of Directors and KMPs during the year under review.

(e) Annual evaluation of the Board and Board Committees

Your Company has a well defined criteria, as approved by the Nomination and Remuneration Committee of the Company, for evaluation of performance of the Board and its Committees, Independent Directors, Non-Independent Directors and Chairperson of the Company.

Pursuant to the provisions of section 178 (3) of Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015, the Board has carried out on January 21, 2019 the annual evaluation of Independent Directors of the Company viz. Shri M. S. Ramachandran, Shri R. Kannan, Dr. S. Sivaram, Shri Nihalchand Chauhan and Ms. Ameeta Parpia individually and working of all the Board Committees and found their performance to be highly satisfactory. They also noted that all the Independent Directors of the Company are fulfilling the criteria of their independence as per the provisions of section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

Further pursuant to the said provisions of Companies Act, 2013 and Regulation 25(3) & (4) of SEBI (LODR) Regulations, 2015, the Independent Directors carried out the annual evaluation of Non-Independent Directors viz. Shri M. P Taparia, Shri S. J. Taparia, Shri B. L. Taparia and Shri Rajan B. Raheja, Board as a whole and the Chairperson of the Company and were highly satisfied with their overall functioning. They also appreciated the exemplary leadership role of the Board Chairperson Shri M. P Taparia in upholding and following the values and standards of Corporate Governance.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its committees with the Company and its Management.

The Criteria of evaluation of Independent Directors have been mentioned in the Corporate Governance Report annexed to this Annual Report.

The criteria/policies of the Company for selection of Directors and Remuneration Policy for Directors, Key Managerial Personnel (KMPs)/Senior Management Personnel is annexed to this Annual Report vide Annexure 1.

(f) Familiarization Programme of the Independent Directors:

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the detail of the Familiarization Programme conducted for Independent Directors during the year under review is placed on the website of the Company and can be assessed at http://supremepetrochem.com/pdf/Familiarisation- Programme-For-Independent-Directors.pdf

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have 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 the profit and loss of the Company for that period;

(c) the Directors have 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 fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(5) of the Companies Act, 2013, all unpaid or unclaimed dividends for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Further Section 124(6) of the Companies Act, 2013 requires that all shares in respect of which unpaid or unclaimed dividend has been transferred to IEPF, shall also be transferred to IEPF. The Rules notified by Ministry of Corporate Affairs amongst other matters, contain provisions for transfer of all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, in the name of IEPF Suspense Account.

Your Company transferred an aggregate amount of Rs.57.82 lakhs during the year under review to the Investor Education and Protection Fund from the unclaimed dividend. The aggregate amount transferred to the fund since January 2002 is Rs.393.51 lakhs.

Your Company also transferred 101502 equity shares belonging to 726 shareholders between November 30, 2018 to December 14, 2018 to the Investor Education and Protection Fund including 3074 equity shares from the unclaimed Suspense Account. Total equity shares transferred to the fund since November 2017 is 1388711 equity shares.

The unclaimed dividends on equity shares paid in October, 2012 will be due for transfer to the Fund in November, 2019. Investors who have not yet claimed these dividends are requested to contact either the Companys Secretarial Department or its R & T Agent.

The Company will upload full details of such shareholders and shares due for transfer to IEPF Suspense Account on its website at www.supremeoetrochem.com/investorrelations. Members are requested to complete formalities for claiming unpaid dividend if any to avoid transfer of the shares to IEPF. Please refer to the section Shareholders Assistance in the Corporate Governance Report for further details.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, CAPITAL INVESTMENT, FOREIGN EXCHANGE EARNING AND OUTGO

Information as per Section 134(3)(m) of Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is stated as herein below.

A. CONSERVATION OF ENERGY

Energy conservation programme at both the plant locations of the Company resulted in savings of energy to the extent of 544207 KWH (comprised of 456900 KWH in the Amdoshi Plant, Maharashtra and 87307 KWH in the Manali Plant, Chennai). Company did not make any significant capital investment on energy conservation equipments during the year under review.

The energy conservation programmes consisted mainly of the following :

At the plant in Amdoshi, Maharashtra

• Replacement of high energy consuming lights with LED Fittings

• Replacement of HPMV Fittings

• Replacement of HPSV Fittings

• Provision of VFDs to DOL/Star Delta Motors

• Replacement of Induction Motors with energy efficient Induction Motors

• CT-3 commissioning for utility & CW flow optimization for all reactors

• CT-1 Fan VFD optimization

At the plant in Manali, Chennai

• Improvement in process operations

• High energy consuming devises like reciprocating compressor for air application replaced by energy efficient compressor

• Replacement of high energy consuming lights with LED Fittings

B. TECHNOLOGY ABSORPTION

There are neither any existing technology supply agreements nor Company has entered into any new technology agreement. All previously supplied technologies have been successfully absorbed and implemented.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (on Actual Basis)

(Rs. in lakhs)
Foreign exchange earnings and outgo (Actuals) 2018-2019
a. Foreign exchange inflow 45461.39
b. CIF value of imports including capital goods 270696.10
c. Expenditure in foreign currency 419.97

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration, as prescribed in the said rules, forms part of the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are stated hereunder. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information under rule 5(2) & 5(3) is being sent to the members of the Company, however these information are available for inspection at the registered office of the Company during business hours on the working days and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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, as aforesaid, 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:

Not Applicable (as there is no whole time Director on the Board of Company)

b. The percentage increase in remuneration of Manager, CFO and Company Secretary

Designation % increase in remuneration in the Financial Year
Manager 0.93
Chief Financial Officer (CFO) 1.59
Company

Secretary

N.A

(as appointed w.e.f. October 6, 2018)

c. The percentage increase in the median remuneration of employees in the financial year: 10.9%

d. The number of permanent employees on the rolls of Company : 359

e. The average percentage increase in the salaries of employees other than the Manager was 10.2% as compared to an increase of 0.93% in the Managers remuneration.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

12. AUDITORS AND AUDITORS REPORTS

Statutory Auditors

M/s. G.M. Kapadia & Co. is the Statutory Auditors of the Company and their Audit Report forms part of Annual Report. The members in the Annual General Meeting held on July 18, 2018 have appointed M/s. G. M. Kapadia & Co., Chartered Accountants (FRN 104767W) as Statutory Auditors of the Company to hold office from the conclusion of 29th Annual General Meeting of the Company until the conclusion of the Annual General Meeting of the Company to be held in calendar year 2023. The requirement of ratification of appointment of Statutory Auditors every year by the members of Company have been withdrawn w.e.f. May 7, 2018 vide Companies (Amendment) Act, 2017, hence this business has not been included in the AGM Notice.

During the year under review, the Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

Cost Auditors

Cost Audit Report of the Company for the financial year 2017-18 as issued by the Cost Auditor, devoid of any adverse remarks, was filed with the authorities within the due date viz. August 7, 2018.

M/s. Kishore Bhatia & Associates, Cost Accountants, was appointed by the Board as Cost Auditor of the Company to audit its cost accounting records for the financial year 2018- 19.

The remuneration payable to the Cost Auditor for F.Y. 2019-20 is required to be placed before the members in General Meeting for ratification. Accordingly, a resolution for the remuneration of said cost auditor is included in the AGM notice of the Company vide item no. 10 annexed to this Annual Report.

Secretarial Auditors

Pursuant to the provisions of section 204 of Companies Act, 2013 and rules thereto, M/s. Parikh & Associates, Practicing Company Secretaries, was appointed by the Board as Secretarial Auditors of the Company to conduct its secretarial audit for the financial year 2018-19.

The secretarial audit report for the financial year ended March 31, 2019 in form No. MR-3 is annexed to this Annual Report vide Annexure-2 forming its integral part. The Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks.

GST Auditors

Pursuant to the provisions of section 35(5) of Central Goods and Services Tax Act, 2017 and rules thereto, M/s. Dilip Phadke & Co. was appointed as GST Auditor of the Company for financial year 2017-18 and Shri Punit Gupta, Chartered Accountant, has been appointed by the Board as GST Auditor of the Company for financial year 2018-19 and 2019-20.

13. RELATED PARTY TRANSACTIONS

Transactions with the related parties during the year under review were in compliance with the provisions of Regulation 23(1) of SEBI (LODR) Regulations, 2015 and section 188 of Companies Act, 2013. These transactions were in the ordinary course of business and on an arms length basis. During the year under review, your Company did not enter into any contract or arrangement which could be considered material as per the applicable rules/policy of Company on materiality of related party transactions.

The said Policy on materiality of related party transactions, as approved by the Board, is available on the Companys website at the link http://supremepetrochem.com/pdf/ Policv-On-Dealing-With-Related-Partv-Transactions.pdf. Information with respect to related party transactions for the financial year 2018-19 in Form No. AOC-2 is annexed to this Annual Report vide Annexure 3.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company, as stated hereunder. This Policy has been approved by the Board. The CSR Policy is available on the Companys website at the link: http://supremepetrochem.com/pdf/Corporate-Social- Responsibility.pdf.

Activities identified by the Company for CSR purpose:

(i) Promoting Health care including preventive health care and sanitation and making available safe drinking water.

(ii) Promoting education, including special education and employment enhancing vocation skills, livelihood enhancement projects, granting of scholarships and building/improving infrastructure at educational institutions and/or other public welfare organisations.

(iii) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries.

(iv) Contribution to the Prime Ministers National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Schedule Caste, the Scheduled Tribes, other backward classes, minorities and women.

(v) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

(vi) Ensuing environmental stability, ecological balance, conservation of natural resources and maintaining equality of soil, air and water.

(vii) Rural development projects.

(viii) Slum rehabilitation.

(ix) Setting up old age homes, day care centres and such other facilities for senior citizens and homes for orphans.

(x) Eradicating poverty, hunger and malnutrition.

(xi) Provision of training/facilities for training to local youth in order to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports.

The Company, during the financial year 2018-19, could spend only an amount of Rs.340.65 Lakhs out of the total allocated amount for CSR Activities Rs.363.20 Lakhs due to lack of availability of requisite land/local authority approvals etc. pertaining to the projects/activities already identified by the Company for CSR purpose.

The prescribed amount to be spent by Company for CSR activities during financial year 2019-20, as per section 135 of Companies Act, 2013, amounts to Rs.355.20 Lakhs.

The details of CSR activities undertaken by the Company during the year under review is annexed to this Annual Report vide Annexure 4.

15. RISK MANAGEMENT

Business Risk Evaluation and Management is an ongoing process within the Company. In consideration of the provisions of Regulation 17(9) of SEBI (LODR) Regulations, 2015, your Company has a robust risk management framework to identify, monitor and minimise its risk. As a process, the risks associated with the business are prioritised based on Severity, Likelihood and Effectiveness of current detection.

Risk Management approach is composed of three components:

1) Risk Governance

2) Risk Identification

3) Risk Assessment and Control

Each risk factor is monitored periodically by the Management, any event arising from these, likely to impact the operations are reported to the Board.

In consonance with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015, the Company has constituted a Risk Management Committee on July 18, 2018.

16. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate with its size, scale and the nature of business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against significant misuse or loss. Your Company has adequate internal financial controls with reference to its financial statements. The Companys internal auditors carry out regular checks on the adequacy of the internal financial controls. The Company has specific internal auditors for functions such as GST, financial controls and systems. The Internal Audit system is reviewed from time to time to ensure its adequacy and compliances to the laid down policies of the Company and operating system.

The Internal Audit Reports are submitted periodically to the Audit Committee. The Audit Committee reviews these reports with the executive management and requisite corrective actions are taken by the process owners in their respective areas and thereby strengthen the controls.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has formulated a Whistle Blower policy and has also established an effective vigil/whistle blower mechanism for its Stakeholders including its employees & Directors and provides them a channel to report to the Management their concerns about unethical behavior, actual or suspected fraud, mismanagement or violation of code of conduct or policy of the Company. The mechanism provides for adequate safeguards against victimization of the whistle blower and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

18. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Company has a documented policy for prevention, prohibition and redressal of sexual harassment of women at workplace, under the guiding principle that No woman shall be subjected to sexual harassment in the Companys locations.

Your Company has constituted an Internal Complaints Committee (ICC) comprised of internal and external members, to hear and inquire in the matter of complaints of sexual harassment and to recommend punitive/corrective action to the Management. Easy access has been provided to the ICC for women employees.

There were no complaints/cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

19. MEETINGS OF THE BOARD OF DIRECTORS

Five meetings of the Board of Directors were held during the year under review. The details are provided in the Corporate Governance Report annexed to this annual report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

During financial year 2018-19, the Company has not entered into any transaction with respect to loan, guarantee or investments under Section 186 of the Companies Act, 2013.

21. ANNUAL RETURN

The extract of the Annual Return of the Company in Form No. MGT-9 is annexed to this Annual Report vide Annexure 5 forming its integral part. Pursuant to the amended provisions of section 92(3) and 134 (3)(a) of the Companies Act, 2013, the Annual Report of the Company in Form No. MGT-7 is available on the Companys website www.supremepetrochem.com.

22. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for prohibition of Insider Trading, which specifies the process of trading in the securities of the Company by the persons having direct or indirect access to the unpublished price sensitive informations (UPSIs) of the Company including the designated employees/connected/covered persons. The said code is aimed to regulate, monitor and report their trading in the securities of the Company whether done on his/her own behalf or on behalf of any other person, on basis of UPSIs of the Company.

The said Code of Conduct is available at the website of the Company www.supremepetrochem.com.

23. CREDIT RATINGS

During the year under review, the Company has not issued any debt instrument or fixed deposit receipts etc. in India or abroad.

India Ratings & Research has affirmed long term rating at IND A+ with Stable Outlook and with rating of IND A+/Stable/IND A1+ for working Capital related Banking Facilities, including fund based and non fund based facilities, of your Company for the year 2019. There was no revision in its credit rating during the financial year 2018-19.

24. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

25. GENERAL DISCLOSURES

(A) No disclosure or reporting is required of the following items as there were no transactions with respect to following activities/matters during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(iii) Details relating to deposits covered under Chapter Rs.of the Companies Act, 2013.

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its Directors which may impact the going concern status or Companys operations in future or the Directors of the Company in any manner.

(v) There is no change in the nature of business of the Company.

(B) Other Disclosures:

(i) No material/significant changes or commitments have occurred in the Company after 31.03.2019 and till the date of this Boards Report.

(ii) Company has maintained all the cost records applicable to it during financial year 2018-19.

(iii) Policies of the Company are available at www. supremepetrochem.com.

ACKNOWLEDGEMENT

Your Directors record their deep appreciation for the unstinted support and co-operation obtained from the stakeholders of the Company including its Shareholders, Bankers, Customers, Suppliers, Business Associates etc. and last but not the least to the employees of the Company for their dedicated and sincere services to the Company all across.

For and on behalf of the Board
M. P. Taparia
Chairperson
Place: Mumbai
Date: April 26, 2019.