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The Directors have great pleasure in presenting the 74th Annual Report together with the Audited Financial Statements for the period of nine months ended 31st March, 2016.
In view of the current financial year comprising of nine months period only, your directors have thought it prudent not to declare any further dividends and the interim dividends declared shall be total Dividend for the year. The company had distributed first interim dividend @125% i.e. Rs. 2.50 per equity share of Rs. 2 each in January 2016 & second interim dividend @ 250% i.e. Rs. 5 per equity share of Rs.2 each in March, 2016.
The total dividend for the nine months period ended 31st March, 2016 would accordingly be Rs. 7.50 per equity share of Rs. 2 each as compared to R 9 per equity share of Rs. 2 each for the year 2014–15 (12 months). The total outgo for the year under review amounts to Rs. 114.99 crores as against Rs. 137.18 crores for the previous year ended on 30th June, 2015.
OVERVIEW OF THE FINANCIAL PERFORMANCE
The financial performance highlights for the year nine months period ended 31st March, 2016, are as follows –
• The Company sold 235306 MT of Plastic goods and achieved net product turnover of Rs.2905.30 crores during the nine months in the year under review against sales of 207886 MT and net product turnover of Rs. 2714.42 crores in the corresponding nine months of the previous year achieving volume & product value growth of about 13% and 7% respectively. In the previous year ended 30th June, 2015 the Company sold 301930 MT of Plastic goods and achieved net product turnover of Rs. 3918.47 crores.
• Total Income and Operating Profit for the year (excluding construction business) amounted to R 2984.48 crores and Rs. 471.68 crores, as compared to Rs. 2861.05 crores and Rs. 335.35 crores, in the corresponding nine months of the previous year, recording an increase of 4.31% and 40.65% respectively. In the previous year ended 30th June, 2015 Total Income and Operating Profit for the year (excluding construction business) amounted to Rs. 4115.36 crores and Rs. 577.54 crores respectively.
• The Profit before Tax and Profit after Tax, (excluding construction business) for the year amounted to Rs. 331.86 crores and Rs. 214.11 crores, as compared to Rs. 184.92 Crores and Rs. 122.99 Crores, in the corresponding nine months of the previous year, recording an increase of 79.46% and 74.08% respectively. In the previous year ended 30th June, 2015, Profit before Tax and Profit after Tax, for the year amounted to R 380.64 crores and Rs. 252.85 crores, respectively.
• Company had planned to venture into manufacturing of Composite Pipes for Oil & Gas exploration. However, technical collaborator of the project could not enable the company to produce the specified product. As of now, management has decided to abandon the project and write–off the incurred cost of the project amounting to Rs. 768.90 lacs and the same has been shown as exceptional item during the year.
Pursuant to section 2(41) of the Companies Act, 2013, the Company adopted April–March as its Financial Year & accordingly the year under review comprised of Nine months only from 1st July, 2015 to 31st March, 2016. From 2016–17 & onwards, the financial year of the Company shall be for a period of 12 months i.e. from 1st April to 31st March.
MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management’s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.
In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company has exercised the option to repay on 1st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31st March, 2014. Accordingly, the Company is not having any Fixed Deposit as on 31st March, 2016 except 35 deposits amounting to Rs. 5.25 lakhs which remained unclaimed as on 31st March, 2016.
DIRECTORS’ RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the nine months period ended on 31st March, 2016 and state that:
• in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;
• the Directors have selected such accounting policies and applied 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 as at 31st March, 2016 and of the profit of the Company for the period ended on that date ;
• 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;
• the Directors have prepared the annual accounts on a going concern basis;
• 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; and
• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.
A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO
Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure – I to this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The prescribed particulars of Employees 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 is annexed herewith as Annexure– II to this Report.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the nine months period ended 31st March, 2016 is given in the separate Annexure of this Report.
The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 74th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.
INDIAN ACCOUNTING STANDARDS (IND AS)–IFRS CONVERGED STANDARDS
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015. In pursuance of this notification the company & its subsidiary would adopt Ind AS for the accounting period beginning April 1, 2016.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC–1 is annexed herewith as Annexure – III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.
In accordance with Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiary Company are available on the website www.supreme.co.in. These documents will also be available for inspection during business hours at the registered office of the company. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the company.
Additional details regarding performance of the Associate Company & Subsidiary Company have been mentioned in the succeeding paragraphs.
ASSOCIATE COMPANY – SUPREME PETROCHEM LIMITED (SPL)
The Company during the year had received an aggregate Dividend @ Rs. 3 per Equity Share (Rs. 1.50 as final dividend for 2014/15 and Rs. 1.50 as interim dividend for 2015/16) from Supreme Petrochem Ltd (SPL) – promoted jointly by your Company and the R Raheja Group. Net revenues and net profit for the nine months period ended 31st March, 2016 were Rs 2068.05 crores and Rs 56.05 crores, respectively.
The Supreme Industries Overseas FZE, Sharjah, UAE, a wholly owned subsidiary, is having principal activity to promote globally Plastics piping products, has completed ten years of successful operation recording net profit of 51263 Dhms during the 9 months period ended 31st March, 2016.
During nine month period from July 2015 –March, 2016, Plastics Piping Division achieved exports sales volume of US$ 3.41 Million weighing 1863 MT by exporting products to fifteen countries covering GCC, Africa, Australia, UK, Germany & Indian subcontinent.
The Company could make significant inroads into Maldives securing good value project order as well reinterred Saudi market. It has also been able to open up Solvent Cement market of Australia by securing prestigious license.
Comparatively business has dropped by 7.80% in $ value terms & drop of 11.23% in MT volume terms. Overall this cycle of business was shadowed by low oil prices, shrinking demand, and uncertain business sentiments and thus impacted the performance significantly.
During the current year, the Company is projecting to achieve growth of about 20% by increasing the client base as well expanding the geographical reach to achieve a turnover of US$ 5.50 Million.
Company will continue to exhibit the products in various international exhibitions to spread the brand name & inturn improve the export volume. All efforts will be made to enhance customer based in GCC & African countries along with establishing the business links into erstwhile Russian countries.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation. Shri H. S. Parikh, Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re–appointment.
KEY MANAGERIAL PERSONNEL
Shri M P Taparia, Managing Director, Shri P C Somani, Chief Financial Officer and Shri R J Saboo, AVP (Corporate Affairs) & Company Secretary were appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013 and there is no change in the same during the year under review.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a. Board Meetings:
The Board of Directors met 5 times during the period of nine months ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.
b. Board Performance Evaluation:
(i) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behaviour and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations, ability to identify the cost benefits and implications of Board decisions etc.
The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors were carried out by the independent Directors at its separate meeting held on 25th January, 2016. The Directors expressed their satisfaction with the evaluation process
(ii) The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.
The Statutory Auditors M/s Chhogmal & Co. Chartered Accountants (Firm Registration No. 101826W), have intimated their unwillingness to be reappointed as the Auditors of the Company.
This change is in order to uphold the principles of governance and recognition of the Regulatory changes in India. In view of the above, the Audit Committee has considered the qualifications and experience of M/s Lodha & Co., Chartered Accountants (FRN 301051E) and proposed them as Statutory Auditors and has recommended their appointments.
The Board of Directors has also considered the matter and recommends the passing of ordinary resolution appointing M/s Lodha & Co. Chartered Accountants, Statutory Auditors in place of the retiring Auditors M/s Chhogmal & Co. Chartered Accountants.
The Board places on record its appreciation for the contribution of M/s. Chhogmal & Co., Chartered Accountants, and retiring auditors during their long association with the Company.
Note on financial statement referred to in the Auditor’s Report are self–explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark except about title deeds pertaining to two small plots of land at Jalgaon and two residential flats at Khopoli. It is clarified by the Board that respective Directors have given their undertaking/affidavit/declaration to the company confirming ownership of the company about the said plots of land. Flats at Khopoli are under process of transfer in the name of the company and shall be pursued vigorously.
SECRETARIAL AUDIT REPORT FOR THE PERIOD ENDED 31ST MARCH, 2016
Pursuant to the provisions 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 V. Laxman & Co., Company Secretaries (C.P No. 744), to conduct Secretarial Audit for the period of nine months ended on 31st March, 2016.
Secretarial Audit Report issued by M/s V. Laxman & Co., Company Secretaries in Form MR–3 forms part to this report Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments occurring after 31st March, 2016, which may affect the financial position of the Company or may require disclosure.
INTERNAL FINANCIAL CONTROLS
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Internal Auditors’ comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the period of nine months ended on 31st March, 2016, our company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business & on arms’ length basis & in accordance with the provisions of the Companies Act, 2013, Rules issued there under & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 During the period of nine months ended on 31st March, 2016, there were no transactions with related parties which qualify as material transactions.
The details of the related party transactions as required under Accounting Standard–18 are set out in Note 45 to the standalone financial statements forming part of this Annual Report.
The Form AOC–2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure VI to this Report.
The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company’s website at the Link: www.supreme.co.in
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
The company has not given any loans, directly or indirectly or guarantees or provided any security or made any investments covered under section 186 of the Companies Act, 2013.
VIGIL M0ECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
A “Vigil Mechanism Policy” for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
RISK MANAGEMENT POLICY
Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity’s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. We consider activities at all levels of the organisation, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.
A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces.
The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. (Annexure VII)
The Policy is available on the website of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT–9 is annexed herewith as Annexure –VIII.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from any of its subsidiary.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.
Your Directors further state that during the nine months period under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates.
The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
For and on behalf of the Board of Directors
B. L. Taparia
Date: 21st April, 2016