To
The Members of
SUPREME INFRASTRUCTURE INDIA LIMITED
Your Directors have pleasure in presenting their 38th Annual Report and
the Audited Statement of Accounts for the year ended 31st March, 2021.
1. HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
H In Lakhs (except EPS)
Particulars |
Standalone Results |
Consolidated Results |
|
for the year ended at |
for the year ended at |
|
31.03.2021 |
31.03.2020 |
31.03.2021 |
31.03.2020 |
Total Income |
25,818.76 |
23,179.37 |
27,123.67 |
32,258.31 |
Total Expenses |
89,647.30 |
71,770.13 |
1,06,857.10 |
98,996.24 |
Profit/(Loss) Before Tax and Exceptional Item |
(63,828.54) |
(48,590.76) |
(79,773.43) |
(66,737.93) |
Exceptional Item |
402.76 |
502.62 |
11,299.52 |
7,147.58 |
Profit/(Loss) Before Tax |
(64,231.30) |
(49.093.38) |
(91,032.95) |
73,885.51 |
Tax Expense (Net) |
- |
- |
- |
- |
Profit /(Loss) After Tax |
(64,231.30) |
(49.093.38) |
(91,032.95) |
(83,089.17) |
Earnings Per Share (Rs.) |
(249.94) |
(191.04) |
(354.24) |
(316.25) |
2. OPERATION AND PERFORMANCE REVIEW
During the year under review on standalone basis your Company earned an
income of H25,818.76 Lakh against H23,179.37 Lakh in the previous year. Your Company
incurred losses of H64,231.30 Lakh as compared to the H49.093.38 Lakh in the previous
year.
3. DIVIDEND
In view of the losses incurred and stressed financial resources, your
Directors do not recommend any dividend on Equity Shares and Preference Shares for the
year under review. Consequently, no amount is transferred to reserves for the year ended
31st March, 2021.
4. FINANCE
During the year under review, the Company’s Financials were under
severe stress on account of several factors like Covid 19 pandemic, delay in execution of
projects, delay in execution of BOT Projects, cost over runs on delayed projects, high
interest cost vis- a-vis volume of the Company’s operation, stressed working capital
finance and similar factors peculiar to the infrastructure sector.
5. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 and implementation
requirements of Indian Accounting Standards (IND-AS’) Rules on Accounting and
disclosure requirements, which is applicable to our company and as prescribed by
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as "SEBI Listing Regulations") the audited
Consolidated Financial Statements are provided in this Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the financial statements of each of the subsidiary and
joint venture in the prescribed form AOC-1 is annexed to this annual report.
Pursuant to Section 136 of the Companies Act, 2013 the financial
statements of the subsidiaries are kept for inspection by the shareholders at the
Registered Office of the Company. The said financial statements of the subsidiaries are
also available on the website of the Company www.supremeinfra.com under the Investors
Section.
6. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES
COMPANIES
The Company as on 31st March, 2021 had Sixteen Subsidiaries of which
Fifteen are incorporated and based in India & One Overseas. The Company also had one
Associate Companies as on 31st March, 2021. Some Joint Venture Projects have become non
operative on account of the completion of the projects.
The Company has adopted a policy for determining material subsidiaries
in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015. The said policy is available on the Company’s
website. A statement containing the salient features of the financial statements of the
subsidiary companies is attached to the financial statements in Form AOC-1.
The company had Two subsidiaries of which one Supreme Infrastructure
BOT Private Limited is under the CIRP Process and Sanjose Supreme Tollways Development
Private Limited is under the Liquidation Process.
NAME |
SUBSIDIARY COMPANIES COUNTRY OF INCORPORATION |
COMPANY’S HOLDING (IN %) |
SUBSIDIARY OF |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
INDIA |
100 |
SUPREME INFRASTRUCTURE INDIA LIMITED |
SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED |
INDIA |
64 |
SUPREME INFRASTRUCTURE INDIA LIMITED |
SUPREME MEGA STRUCTURES PRIVATE LIMITED |
INDIA |
60 |
SUPREME INFRASTRUCTURE INDIA LIMITED |
SUPREME INFRASTRUCTURE OVERSEAS LLC |
OMAN |
60 |
SUPREME INFRASTRUCTURE INDIA LIMITED |
SUPREME MANOR WADA BHIWANDI INFRASTRUCTURE PRIVATE LIMITED |
INDIA |
49 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
PATIALA NABHA INFRA PROJECTS PRIVATE LIMITED |
INDIA |
100 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
SUPREME SUYOG FUNICULAR ROPEWAYS PRIVATE LIMITED |
INDIA |
98 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
KOPARGAON AHMEDNAGAR TOLLWAYS (PHASE 1) PRIVATE LIMITED |
INDIA |
100 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
SUPREME VASAI BHIWANDI TOLLWAYS PRIVATE LIMITED |
INDIA |
100 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
MOHUL KURUL KAMTI MANDRUP TOLLWAYS PRIVATE LIMITED |
INDIA |
49 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
KOTKAPURA MUKTSAR TOLLWAYS PRIVATE LIMITED |
INDIA |
99 |
SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
|
JOINTLY CONTROLLED ENTITIES |
|
|
NAME |
COUNTRY OF INCORPORATION |
COMPANY’S HOLDING (IN %) |
SUBSIDIARY OF |
SANJOSE SUPREME TOLLWAYS DEVELOPMENT PRIVATE LIMITED |
INDIA |
96.10 |
UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) |
SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED |
INDIA |
51 |
UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) |
SUPREME BEST VALUE KOLHAPUR (SHIROLI) SANGLI TOLLWAYS PRIVATE
LIMITED |
INDIA |
45.90 |
SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED |
SUPREME AHMEDNAGAR KARMALA TEMBHURNI TOLLWAYS PRIVATE LIMITED |
INDIA |
51 |
SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED |
SUPREME KOPARGAON AHMEDNAGAR TOLLWAY PRIVATE LIMITED |
INDIA |
51 |
SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED |
NAME |
ASSOCIATE COMPANIES COUNTRY OF INCORPORATION |
COMPANY’S HOLDING (IN %) |
SUBSIDIARY OF |
SOHAR STONES LLC |
OMAN |
30 |
|
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S
OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and the Company’s
operations in future.
8. DEPOSITS
During the year under review, your Company has not accepted any deposit
from the public or its employees during the year under review. As such, no amount of
Principal or Interest is outstanding as on the Balance Sheet date.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Detailed information on CSR Policy developed and implemented by the
Company and CSR initiatives taken during the year pursuant to Sections 134 & 135 of
the Companies Act, 2013 is given in the Annexure-I’ as CSR Report.
10. ENVIRONMENT & SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company’s policy requires conduct of operations in such a
manner, so as to ensure safety of all applicable compliances of environmental regulations
and preservation of natural resources.
Your Directors further state that during the year under review, no
complaints were reported to the Board as required by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tasted and no
reportable material weaknesses in the operations were observed.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Pursuant to the provisions of Companies Act, 2013 and Articles of
Association of the Company, Mr. Vikram Sharma, Managing Director of the Company, retires
by rotation at the ensuing Annual General Meeting and being eligible offered himself for
reappointment.
The Board has appointed Mrs. Payal Agarwal, as the Additional Director
of the Company with effect from 01st December, 2020 and was regularized at the 37th Annual
General Meeting of the Company held on 4th June, 2021 as Non-Executive, Non Independent
Director of the Company.
During the year, Mr. Sushil Kumar Mishra (DIN:06411532) was reappointed
as an Independent Director of the Company, whose term shall not be subject to retirement
by rotation and continue to act as an independent director for a second term of five
consecutive years up to March 31, 2026.
The Company has received declarations from the Independent Directors
confirming that they meet the criteria of independence as prescribed both under Section
149 (6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and that there is no change in their status
of Independence.
KEY MANAGERIAL PERSONNEL
The Company has designated Mr. Vikram Sharma- Managing Director of the
Company.
FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS
In compliance with the requirement of Listing Regulations, the Company
has put in place a Familiarisation Program for the independent directors to familiarize
them with their role, rights and responsibility as directors, the working of the Company,
nature of the industry in which the Company operates, business model, etc. The details of
the Familiarisation Program are explained in the Corporate Governance Report. The said
details are also available on the website of the Company www.supremeinfra.com.
BOARD EVALUATION
PursuanttotheprovisionsofSection134(3)(p),149(8)andSchedule IV of the
Companies Act, 2013 and Regulation of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as
that of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’
Relationship Committee has been carried out. The performance evaluation of the Independent
Directors was carried out by the entire Board and the performance evaluation of the
Chairman and Non-Independent Directors was carried out by the Independent Directors.
REMUNERATION POLICY
The Company has adopted a remuneration policy for the Directors, Key
Managerial Personnel and other employees, pursuant to the provisions of the Act and
Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The remuneration policy is annexed as Annexure II to this Report.
MEETINGS
The Company held a minimum of Board meeting and Audit Committee Meeting
as per companies Act, 2013. The details of the Meetings held during the financial year are
given in the Corporate Governance Report.
13. PARTICULARS OF EMPLOYEES
The details as required under Section 197(12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel), 2014 is annexed as "Annexure III" During the financial year
2020-2021 not applicable as there are no employee in the Company employed throughout the
financial year with salary above Rs. 102 Lakhs per annum or employed in part of the
financial year with average salary above Rs. 8.5 Lakhs per month.
The ratio of remuneration of each Director to the median
employee’s remuneration and other details in terms of 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 given in the statement hereas follows:
Sr. No. Particulars |
Remarks |
1. The Ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year |
During the year Directors of the Company are not being paid
any remuneration |
2. The percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year. |
During the year, the Directors of the Company are not being
paid any remuneration. There is no increase in the salary of CEO and Company Secretary
during the year |
3. The number of permanent employees on the rolls of the
company. |
The total number of permanent employee of Supreme Infra-
structure India Limited as on 31st March, 2021 were 81 (Eighty- One) |
4. Average percentile increase already made in the salaries
of employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration |
During the reporting period there is no increase in the
compen- sation of the employees |
5. It is hereby affirmed that the remuneration is as per the
Remuneration Policy of the Company |
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration
paid to the Directors, Key Managerial Per- sonnel and senior Management is as per the
remuneration Policy of the Company |
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF COMPANIES ACT, 2013
Details of loans, guarantees and investments covered under the
provisions of Sections 186 of the Companies Act, 2013 are given in notes to the financial
statements.
15. AUDITORS
STATUTORY AUDITORS AND THEIR REPORT
M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration
No, 101569W) and M/s. Ramanand & Associates, Chartered Accountants (Firm Registration
No. 117776W) are the joint auditors of the Company appointed in the 37th Annual General
Meeting of the Company for the period of from conclusion of the 37th Annual General
meeting to till the conclusion of 38th Annual General Meeting for the financial year ended
2020-2021. Your director to wish to re-appoint the same auditor for the financial year
2021-2022 to 2023-2024, Subject to approval of the shareholders, the Board of Directors of
the Company has appointed M/s. Borkar & Muzumdar, Chartered Accountants (Firm
Registration No. 101569W) and M/s Ramanand & Associates, Chartered Accountants (Firm
Registration No. 117776W) as joint statutory auditor of the Company for the period of 3
years from conclusion of 38th Annual General Meeting for the financial year ended 31st
March, 2021 till the conclusion of 41st Annual General Meeting of the Company to be held
for the financial year ended 31st March, 2024.
The Company has received confirmation from M/s Borkar & Muzumdar,
Chartered Accountants (Firm Registration No, 101569W) that they are not disqualified from
continuing as Auditors of the Company.
EXPLANATION TO THE QUALIFICATION IN AUDITORS’ REPORT
The Directors submit their explanation to the qualifications made by
the Auditors in their report for the year 2020-2021. The relevant Para nos. of the report
and reply are as under:
i. Auditor’s Qualification and Management’s Reply on
standalone financial results:
a. As stated in Note 11.3 to the accompanying standalone financial
statements, the Company’s current financial assets as at March 31 2021 include trade
receivables aggregating 45,680.90 lakhs in respect of projects which were closed/
substantially closed and where the receivables have been outstanding for a substantial
period. Management has assessed that no adjustments are required to the carrying value of
the aforesaid balances, which is not in accordance with the requirements of Ind AS 109,
Financial Instruments’. Consequently, in the absence of sufficient appropriate
evidence to support the management’s contention of recoverability of these amounts
and balance confirmations, we are unable to comment upon the adjustments, if any, that are
required to the carrying value of trade receivable, and consequential impact, if any, on
the accompanying standalone financial statement. The Opinion on the statement for the year
ended 31 March 2020 was also modified in respect of this matter.
b. As stated in Note 4.4 to the accompanying standalone financial
statements, the Company’s non-current investments as at March 31, 2021 include
non-current investments in one of its subsidiary aggregating 142,556.84 lakhs. The
subsidiary has significant accumulated losses, and its consolidated net-worth is fully
eroded. Further, the subsidiary is facing liquidity constraints due to which it may not be
able to realise projections as per the approved business plans. Based on the valuation
report of an independent valuer as at March 31, 2019 and other factors described in the
aforementioned note, Management has considered such balance as fully recoverable
Management has assessed that no adjustments are required to the carrying value of the
aforesaid balances, which is not in accordance with the requirements of Ind AS 109,
Financial Instruments’. In the absence of sufficient appropriate evidence to
support the management’s assessment as above, continued losses in this subsidiary for
FY 2020-21, and other relevant alternate evidence, we are unable to comment upon
adjustments, if any, that may be required to the carrying values of these non-current
investments and aforementioned dues and the consequential impact on the accompanying
standalone financial statements. Previous opinion on the standalone financial statement
for the year ended March 31, 2020 was also modified in respect of this matter.
c. Note 16.1 to the accompanying statements, the Company’s other
current financial liabilities as at March 31, 2021 include balance amounting to H57,909.52
Lakhs, in respect of which confirmations/statements from the respective banks/lenders have
not been provided to us by the management of the Company. Further, in respect of certain
loans while principal balance has been confirmed from the confirmations issued by the
banks/lenders, the interest accrued amounting H184,427.50 Lakhs have not been confirmed by
banks/ lenders. In the absence of such confirmation from banks/ lenders or sufficient and
appropriate alternate audit evidence, we are unable to comment on the adjustments and
changes in classification of balances in accordance with the principle of Ind AS 1,
presentation of financial statements, if any, that may be required to carrying value of
the aforementioned balances in the accompanying statement.
d. Note 37 to the accompanying standalone financial statements, which
indicates that the Company has incurred a net loss of H64,150.95 lakhs during the year
ended March 31 2021 and, as of that date; the Company’s accumulated losses amounts to
241,787.27 lakhs which have resulted in a full erosion of net worth of the Company and its
current liabilities exceeded its current assets by 377,940.02 lakhs. Further, as disclosed
in Note 3 to the said financial statements, Company has defaulted in repayment of
principal and interest in respect of its borrowing and has overdue operational creditor
outstanding as at March 31, 2021. The above factors, along with other matters as set forth
in the aforesaid note, indicate that a material uncertainty exists that may cast
significant doubt on the Company’s ability to continue as a going concern. However,
based on ongoing discussion with the lenders for restructuring of the loans, revised
business plans, equity infusion by the promoters, and other mitigating factors mentioned
in the aforementioned note, Management is of the view that going concern basis of
accounting is appropriate.
Management Reply to the above Auditor’s Qualification
(i) Trade receivables as at 31 March 2021 include H45,680.90 Lakh (31
March 2020: H45,680.90 Lakh), in respect of projects which were closed/substantially
closed and which are overdue for a substantial period of time. Based on the contract terms
and the ongoing recovery/ arbitration procedures (which are at various stages), Management
is reasonably confident of recovering these amounts in full. Accordingly, these amounts
have been considered as good and recoverable.
(ii) The Company, as at March 31, 2021, has non-current investments in
Supreme Infrastructure BOT Private Limited (SIBPL’), a subsidiary company, amounting
to H142,556.83 lakhs (March 31, 2020; H142,556.83 lakhs). SIBPL is having various Build,
Operate and Transfer (BOT) SPVs under its fold. While SIBPL. has incurred losses during
its initial years and have accumulated losses, causing the net worth of the entity to be
fully eroded as at 31 March 2021, the underlying projects are expected to achieve adequate
profitability on substantial completion of the underlying projects. Further, in case of
Supreme Manorwarda Bhiwandi Infrastructure Private Limited (SMBIPL’), a
subsidiary of SIBPL, lenders have referred SMBIPL to NCLT under RBI circular dated
February 12, 2018, the said petition filed by the bank has been dismissed by Hon’ble
NCLT in lieu of the directions given by Hon’ble Supreme Court of India in case of
Dharini Sugars and Ors. v/s Union of India and Ors. Further, commercial operation date
(COD) in respect of few subsidiaries of SIBPL has been delayed due to various reasons
attributable to the clients primarily due to non-availability of right of way,
environmental clearances etc. and in respect of few subsidiaries, the toll receipts is
lower as compared to the projected receipts on account of delay in receiving compensation
from government for exempted vehicles. Further, there have been delays in repayment of
principal and interest in respect of the borrowings and the respective entity is in
discussion with their lenders for the restructuring of the loans. Management is in
discussion with the respective lenders, clients for the availability of right of way and
other required clearances and is confident of resolving the matter without any loss to the
respective SPVs. Therefore, based on certain estimates like future business plans, growth
prospects, ongoing discussions with the clients and consortium lenders, the valuation
report of the independent valuer and other factors, Management believes that the net-
worth of SIBPL does not represent its true market value and the realizable amount of SIBPL
is higher than the carrying value of the non-current investments as at March 31, 2021 and
due to which these are considered as good and recoverable.
(iii) Other current financial liabilities as at March 31, 2021 include
balance amounting to H57,909.52 Lakhs, in respect of which confirmations/statements"
from the respective banks/ lenders have not been received. Further, in respect of certain
loans while principal balance has been confirmed from the confirmations issued by the
banks/lenders, the interest accrued amounting H184,427.50 Lakhs have not been confirmed by
banks/lenders. In the absence of confirmations/ statements from the lenders, the Company
has provided for interest and other penal charges on these borrowings based on the latest
communication available from the respective fenders at the interest rate specified in the
agreement. The Company’s management believes that amount payable on settlement will
not exceed the liability provided in books in respect of these borrowings. Accordingly,
classification of these borrowings into current and Non-Current as at 31st March, 2021 is
based on the original maturity terms stated in the agreements with the lenders.
(iv) In terms of the guidelines on Prudential Framework for Resolution
of Stressed Assets issued by the Reserve Bank of india on June 7, 2019 ("RBI
Circular") the majority of the lenders have in principle agreed to restructure the
loan accounts of the Company with the lenders and have signed an Inter creditor
arrangement as per the procedure laid down in the RBI Circular. On sanction of the
resolution plan by the fenders under the aegis of the RBI circular and confirmation by the
promoters to infuse additional funds, (wherein out of the total estimated debt H408,000
lakhs existing as at reference date I.e. February 28 2021 H650,000 lakhs are to be
classified as sustainable debt to be serviced as per the existing terms and conditions and
the remainder is to be converted into Non-Convertible Debenture, Compulsorily Convertible
Debenture).
Further, the company has incurred a net loss after tax of H64,150 Lakhs
for the year ended March 31, 2021 and has also suffered losses from operations during the
preceding financial year and as of that date, the company’s accumulated losses
amounts to H241,787.27 lakhs, and its current liabilities exceeded its current assets by
H377,940.02 Lakhs. The Company also has external borrowings from banks and financial
institutions, principal and interest payment of which has been delayed during the current
period. Pending execution of the revised resolution plan as discussed above, the aforesaid
conditions, indicate existence of material uncertainty that may cast significant doubt on
the Company’s ability to continue as a going concern due to which the Company may not
be able to realise its assets and discharge its liabilities in the normal course of
business. However, on expectation of execution and implementation of the aforesaid revised
resolution plan, further fund infusion by the promoters and business growth prospects,
Management has prepared the financial results on a "Going Concern" basis.
(v) The financial results have been prepared to comply in all material
respects with the Indian Accounting Standards (Ind AS’) as prescribed under
Section 133 of the Companies Act, 2013 ("the Act") read with Companies (Indian
Accounting Standards) (Amendment) Rules, as amended from time to time. The above financial
results have been reviewed by the Audit Committee and Approved by the Board of Directors
of the company at their respective meeting held on September 18, 2021.
The Auditor’s qualification in respect of Consolidated Financial
Statements and Management Response thereof is in line with the above.
Further, the other observations made by the Auditors in their report
are self-explanatory and does not call for any further comment. The Notes on financial
statement referred to in the Auditors’ Report are self-explanatory and do not call
for any further comments.
COST AUDITORS
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 Infrastructure activity is required to be
audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s.
Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial
year 2021-2022. Accordingly, a Resolution seeking Member’s ratification for the
appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors
is included at the Notice convening the Annual General Meeting.
SECRETARIAL AUDITORS
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. Nidhi Bajaj & Associates, Company Secretary in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year 2020-2021 is annexed herewith as Annexure-IV. The Secretarial Audit
Report has reported the following qualification, reservation or remark
Pursuant to the Regulation 33 there was a delay in declaration and
submission of Financial Results to the Stock Exchange for the quarter and the year ended
March 2020, quarter ended June 2020, quarter and half year ended September 2020. However,
the reason for the delay was duly intimated to the stock exchange in accordance with the
SEBI (LODR), 2015.
The observations and comments given by the Secretarial Auditor in their
Report are self-explanatory and hence do not call for any further comments under Section
134 of the Act.
ANNUAL SECRETARIAL COMPLIANCE REPORT
In Compliance with the Regulation 24A of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 and SEBI circular CIR/CFD/CMD1/27/2019 dated
8th February, 2019, the Company has undertaken an audit for the financial year 2020-2021
for all the applicable compliance as per the Securities and Exchange Board of India
Regulation and Circular/Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly issued by M/s. Nidhi Bajaj & Associates, Company Secretary has been
submitted to the Stock Exchanges within the prescribed time lines.
16. BOARD COMMITTEES
The Board of Directors of your Company had already constituted various
Committees in compliance with the provisions of the Companies Act, 2013 / SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 viz. Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility Committee.
Details of the role and composition of these Committees, including the
number of meetings held during the financial year and attendance at meetings, are provided
in the Corporate Governance Section of the Annual Report.
17. VIGIL MECHANISM
The Vigil Mechanism of the Company also incorporates a whistle blower
policy in terms of the Listing Regulations. Protected disclosures can be made by a whistle
blower through an e-mail, or a letter to the Ombudsperson Task Force or to the Chairman of
the Audit Committee.
18. CORPORATE GOVERNANCE
As per Regulation of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges, a separate section on corporate
governance practices followed by the Company, together with a certificate from the
Practicing Company Secretary confirming compliance forms an integral part of this Report.
19. 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 that the Board of
Directors have:
a. In the preparations of the annual accounts for the year ended March
31, 2021, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. Selected such accounting policies as mentioned in the annual
accounts and applied them 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 31st March, 2021 and of the loss of the Company for the year ended on that
date;
c. taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. prepared the annual accounts on a going concern basis;
e. laid down internal financial controls to be followed by the Company
and that such financial controls are adequate and were operating effectively; and devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
f. Devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system was adequate and operating effectively.
20. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management Discussion and Analysis appearing
as Annexure to this Report.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the approval given on April 10, 2015 by Central Government
to the Secretarial Standards specified by the Institute of Company Secretaries of India,
the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) came into effect from July 1, 2015. These secretarial Standards were
thereafter revised and made effective from October 1, 2017. The Company is in compliance
with the same.
22. REPORTING OF FRAUD
The Auditors of the Company have not reported any instances of fraud
committed against the Company by its officers or employees as specified under Section
143(12) of the Act.
23. LISTING
Equity Shares of the Company are listed on the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE). The Company has paid listing fees for the
year 2020-2021.
During the year trading of the Equity shares of the Company was
suspended by the National Stock Exchange of India Limited and BSE Limited with effect from
18th January, 2021. Company has filed the application for revocation of suspension of
trading equity shares with National Stock Exchange of India Limited and BSE Limited and
the Company has got the in principle approval of the BSE Limited for revocation of
suspension.
24.ENERGY CONSERVATION, 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 given hereunder:
CONSERVATION OF ENERGY
The Company’s main activity is of construction which does not
require any utilities. However, Power is required for
(a) running the crushing unit,
(b) operating the ready mix concrete plant
(c) operating the asphalt plant and
(d) at the various project sites for operating the machinery/equipment
and lighting. The power requirement of manufacturing units is met from local distribution
sources and from generator sets. The power required at the project sites for operating the
machinery/equipment and lighting are met from the regular distribution sources and are
arranged by the clients who award the contracts. At the project sites where the power
supply cannot be arranged, diesel generator sets are used to meet the requirement of
power.
The conservation of energy in all possible areas is undertaken as an
important means of achieving cost reduction. Savings in electricity, fuel and power
consumption receive due attention of the management on a continuous basis.
TECHNOLOGY ABSORPTION, ADAPTATION, RESEARCH & DEVELOPMENT AND
INNOVATION
The Company has not acquired any technology for its manufacturing
division. However, the technology adopted and applied is the latest technology available
in the Industry and main thrust has always been put to adapt the latest technology. In
terms of Research and Development, it is the Company’s constant endeavor to be more
efficient and effective in planning of construction activities for achieving and
maintaining the highest standard of quality.
In view of the above, the rules regarding conservation of Energy and
Technology Absorption are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review, there was no foreign exchange earnings
and outgo.
25. ANNUAL RETURN
Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return
of the Company is available on the website of the Company i.e. www.supremeinfra.com.
26. INTERNAL FINANCIAL CONTROL
Your Company operates in SAP environment and has its accounting records
stored in an electronic form and backed up periodically. The SAP system is configured to
ensure that all transactions are integrated seamlessly with the underlying books of
account. Your Company has automated process to ensure accurate and timely updation of
various master data in the underlying SAP system.
The statutory Auditor of the Company has pointed out some areas where
the Company needs to strengthen the Internal Control. Management of your Company is taking
effort to strengthen these areas in which more controls required to make the robust
Internal Financial Control.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm’s length basis and were in the ordinary course of
business. During the year, the Company has not entered into any contract/ arrangement/
transaction with related parties which could be considered material in accordance with the
policy of the Company on materially of related party transactions. Thus, the disclosure in
Form AOC-2’ is not applicable. All Related Party Transactions are placed before
the Audit Committee as also the Board of Directors for approval. Prior omnibus approval of
Audit Committee and the Board of Directors is obtained on an annual basis for the
transactions which are foreseen and of 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.
The Company has a Related Party Transactions Policy duly approved by
the Board and the same is uploaded on the Company’s website. The details of Related
Party Transactions are given in the notes to the financial statements.
28. EMPLOYEE STOCK OPTION SCHEME
With an objective of participation by the employees in the ownership of
the Company through share based compensation scheme/ plan, your company has implemented
ESOS Scheme after having obtained the approval of the shareholders at the Annual General
Meeting of the Company held on 30th September, 2015. However, no ESOS have been granted
during the year under review.
29. GENERAL
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:
A. Details relating to deposits covered under chapter V of the Act.
B. Neither the Managing Director nor the Whole-time Director of the
Company receives any remuneration or commission from any of its subsidiaries.
C. No significant or material orders in view of the management were
passed by the Regulators or Courts or Tribunals which impact the going concern status and
Company’s operations in future.
30. CAUTIONARY STATEMENT
The Board’s Report and Management Discussion & Analysis may
contain certain statements describing the Company’s objectives, expectations or
forecasts that appear to be forward-looking within the meaning of applicable securities
laws and regulations while actual outcomes may differ materially from what is expressed
herein. The Company is not obliged to update any such forward-looking statements. Some
important factors that could influence the Company’s operations comprise economic
developments, pricing and demand and supply conditions in global and domestic markets,
changes in government regulations, tax laws, litigation and industrial relations.
31. ACKNOWLEDGEMENTS
The members of the Board of Directors wish to place on record their
sincere appreciation for the devoted services rendered by all the employees and the
continued co-operation and confidence of shareholders. The Board expresses their sincere
thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers,
Suppliers, Business Associates and all other well-wishers for their consistent
contribution at all levels to ensure that the Company continues to grow and excel.
SD/- |
SD/- |
Mr. Bhawanishankar Sharma |
Mr. Vikram Bhawanishankar Sharma |
Director |
Managing Director |
DIN: 01249834 |
DIN: 01249904 |
|
Date: 17.06.2022 |
|
Place: Mumbai |