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Supreme Industries Ltd.

BSE: 509930 | NSE: SUPREMEIND |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE195A01028 | SECTOR: Plastics

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

The Directors have great pleasure in presenting the 77th Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2019.

(Rs. In Crores)

Particulars

FY 2018-19

FY 2017-18

Total Income

5633

4986

Profit Before Interest, Depreciation & Tax

805

803

Interest & Financial Charges

26

21

Depreciation, Amortization and Impairment

184

167

Profit Before Tax & Exceptional Items

595

615

Exceptional Items Gain/(Loss)

82

-

Profit Before Tax

677

615

Tax Expenses

216

205

Profit After Tax

461

410

Other Comprehensive Income (Net of Taxes)

(2)

(1)

Total Comprehensive Income

459

409

DIVIDEND

Rs. in Crores

(i)

Dividend on 12,70,26,870 Equity Shares of RS. 2/- each @ 650% i.e. RS. 13/-per share as under:-

(Rrevious year @ 600% i.e. RS. 12/- per equity share)

(a) Interim Dividend @200% i.e. RS. 4/per share (already paid in NovembeRs. 2018),

51

(b) Final Dividend recommended @ 450% i.e. RS. 9/- per share

114

165

(ii)

Corporate Dividend Tax as applicable (including RS. 10 crores paid on Interim Dividend)

34

199

The Board of Directors of the Company had adopted the Dividend Distribution Rolicy on January 25, 2017 in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Rolicy is uploaded on the Company’s website at www.supreme.co.in

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31st March, 2019, are as follows -

The Company sold 397983 MT of Rlastic goods and achieved net product turnover of RS. 5437 Crores during the year under review against sales of 371176 MT and net product turnover of RS. 4826 crores in the previous year achieving volume and product value growth of about 7 % and 13 %, respectively.

Total Income and Operating Profit for the year under review amounted to RS. 5633 crores and RS. 805 crores respectively as compared to RS. 4986 crores and RS. 803 crores, in the previous financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to RS. 677 crores and RS. 461 crores respectively as compared to RS. 615 crores and RS. 410 crores, in the previous financial year .

MANAGEMENT DISCUSSION 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.

CREDIT RATING

The Company’s financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL as under.-

Total Bank Loan Facilities Rated

RS. 1760.80 crores

Long-Term Rating

CRISIL AA/Rositive (Outlook Upgraded from “Stable” and Rating Reaffirmed)

Short-Term Rating

CRISIL A1 (Reaffirmed)

FIXED DEPOSITS

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, 2019 except 7 deposits amounting to RS. 1 lacs which remained unclaimed as on 31st March, 2019.

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 year ended on 31st March, 2019 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, 2019 and of the profit of the Company for the year 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;

CORPORATE GOVERNANCE

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 Boards’ Report for the year ended 31st March, 2019 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 77th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associates 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 Companies 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 Companies.

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.

The Consolidated net profit of the company and its subsidiary amounted to RS. 446 crores for the financial year ended 31st March 2019 as compared to RS. 431 crores for the previous financial year ended 31st March 2018.

Additional details regarding performance of the Associate Companies & Subsidiary Company have been mentioned in the succeeding paragraphs.

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

During the year the Company received an aggregate Dividend of RS. 4.50 per Equity Share from Supreme Petrochem Ltd (SPL) -promoted jointly by your Company and the R Raheja Group. Net revenues and net profit for the year ended 31st March, 2019 were RS. 3204 crores and RS. 49 crores, respectively.

ASSOCIATE COMPANY-KUMI SUPREME INDIA PRIVATE LIMITED

Kumi Supreme India Private Ltd. (KSIPL) is a joint venture between Kumi Kasei Co Ltd, Japan and the Company for the business of manufacture and sale of injection moulded plastic components for automotive application at its manufacturing unit at Khushkhera in Rajasthan. Net revenues and net loss for the year ended 31st March, 2019 were RS. 91 crores and RS. 1 crores, respectively

SUBSIDIARY COMPANY

Supreme Overseas FZE , 100% subsidiary of the Company at Sharjah entered into the 13th years of its operation by achieving a coveted US$ 10 Million export sales mark during the financial year 2018-19.

During the year under review it achieved exports sales of US$ 10.87 Million weighing 6565 MT in Plastics Piping Division by establishing foot holds in thirty countries across the globe. Trade Sales has increased by almost 25% and project sales has doubled compared to previous year. It achieved unprecedented growth of about 48 % in US$ value terms and about 61 % in volume terms.

Company exhibited highest quality standards during project deliveries by subjecting 100% products to pre-shipment quality inspection by the third parties as per stringent international standards. These ‘over the board’ quality performances will eventually fetch the Company high value project orders in coming year

The Company is upbeat in regard to current business scenario and targeting to achieve export sales of over US$ 13.00 million during the current year by pitching for high value project orders and expanding trade horizon within the existing territorial domain and beyond.

The Company will continue to show case Supreme brand and exhaustive product range across the globe by participating into various international exhibitions or trade missions.”

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company’s website at www.supreme.co.in. Presently there is no material subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri S J Taparia, Executive Director, (DIN: 00112513) 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.

Shri Y.P Trivedi, Independent Director, (DIN: 00001879), is proposed for re-appointment as an Independent Director of the Company for a period of two years from 17th September, 2019 to 16th September, 2021 who hold office as an Independent Director of the Company upto the close of business hours on 16th September, 2019 in his present first term.

Shri B.V Bhargava, Independent Director, (DIN: 00001823), is proposed for re-appointment as an Independent Director of the Company for a period of two years from 17th September, 2019 to 16th September, 2021 who hold office as an Independent Director of the Company upto the close of business hours on 16th September, 2019 in his present first term.

Shri Sarthak Behuria (DIN:03290288) is proposed for appointment as an Independent Director of the Company for a period of five years from 7th May, 2019 to 6th May, 2024.

Ms. Ameeta Parpia (DIN: 02654277) is proposed for appointment as an Independent Director of the Company for a period of five years from 7th May, 2019 to 6th May, 2024.

Shri N N Khandwala Independent Non Executive Director’s term is expiring on 16th September, 2019. He does not wish to continue beyond the present term. The Company expresses its appreciation for valuable contribution made by him during the tenure of his office.

Smt Rashna Khan Independent Non Executive Director’s term is expiring on 16th September, 2019. She does not wish to continue beyond the present term. The Company expresses its appreciation for valuable contribution made by her during the tenure of her office.

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.

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 year ended 31st March, 2019 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 Board in consultation with Nomination and Remuneration Committee 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.

Pursuant to amendment in section 178 by the Companies (Amendment) Act, 2017, which is effective from 7th May, 2018, the Nomination and Remuneration Committee noted the amendment and decided to carryout evaluation of performance of Board, its Committees and individual Director by the Nomination and Remuneration committee. Accordingly Nomination and Remuneration Committee conducted the performance evaluation of Board, its Committees and individual Director in its meeting held on 24th January, 2019

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 24th January, 2019.

(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.

AUDITORS Statutory Auditors:-

The Statutory Auditors M/s Lodha & Co., Chartered Accountants having Registration No 301051E, was appointed in 74th Annual General Meeting to hold office from the conclusion of 74th Annual General meeting for a term of consecutive five years till conclusion of 79th Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting). The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

AUDITORS’ REPORT

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.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Registration No: 00294) as Cost Auditor of the Company, for the financial year ending 31st March 2020, on a remuneration as mentioned in the Notice convening the 77th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Kishore Bhatia & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Members’ approval for remuneration payable to Cost Auditor forms part of the Notice of the 77th Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year 31st March 2018 were filed with the Registrar of Companies, within the prescribed time limit.

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

Accordingly, the Company has made and maintained such accounts and records.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2019

Rursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Rersonnel) Rules, 2014, the Board has appointed M/s V. Laxman & Co., Company Secretaries (C.R No. 744), to conduct Secretarial Audit for the financial year ended on 31st March, 2019.

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.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments occurring afteRs. 31st March 2019, which may affect the financial position of the company or may require disclosure.

IMPLEMENTATION OF SAP

The Company has successfully implemented SAR a leading ERR solution with effect from 1st April 2018. After facing initial teething trouble, the SAR System has since been stabilised across all the units of the company. All the Units of the Company are using the SAR application to enhance the productivity and efficiency of the Organisation in the entire gamut of activities.

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

All the transactions with Related Rarties are placed before the Audit Committee as also placed before the Board for approval. Rrior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm’s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company’s policy on Related Rarty Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended on 31st March, 2019, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 38 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 complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM 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 elaborate risk Management procedure and adopted a 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. The Company consider activities at all levels of the organization, 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 risk management framework; and (b) Overseeing that all the risk that the organization 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.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as approved by the Business Responsibility Committee and Board of Directors forms part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure VIII.

GENERAL DISCLOSURE

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.

ACKNOWLEDGEMENT

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

Chairman

Place: Mumbai

Date: 7th May, 2019

Director’s Report