Home  »  Company  »  Supreme Holdings  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Supreme Holdings & Hospitality (India) Ltd.

Mar 31, 2016

The Directors have pleasure in presenting Thirty Fourth Annual Report and Audited Accounts of the Company for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

2015-16

2014-15

Total Income

24.23

1.72

Total Expenditure

25.71

25.00

Profit/(Loss) before depreciation

(1.48)

(23.28)

Depreciation

0.15

0.91

Profit / (Loss) before Tax

(1.62)

(24.20)

Tax Expenses

Current Tax

-

-

Deferred Tax

(2.91)

(7.29)

Earlier Year Taxes

1.86

-

Net Profit/(Loss) for the year

(0.57)

(16.90)

2. DIVIDEND:

No dividend is recommended for the year under review.

3. RESERVES:

For the financial year ended 31st March, 2016, your Company has not transferred any amount to Reserves.

4. OPERATIONS:

PANVEL

As the Members are aware that the land Bank of the Company at Panvel Taluka has been included in the Navi Mumbai Airport Influence Notified Area (NAINA) and the CIDCO was appointed as the Special Planning Authority for the NAINA to prepare and publish the development proposals and development control regulations for the said NAINA and submit the same to Government for sanctions. Accordingly the CIDCO has published the draft and modified Draft Development control and promotion regulations for the Interim Development plan of NAINA and submitted the same to Government for its sanction. On the sanctioning of plans by the Government, the Company will decide the further course of action after studying the market scenario.

PUNE

In January 2016, the Company has launched its Premier Luxury residential project, Belmac Residences, in Pune and the sale booking of apartments has been started. The Company has received satisfactory response. Considering the Nos of proposals and enquiries received, the Company is confident of achieving its targets as the project progresses.

Members are aware that the project Belmac Residences comprises of Six Towers of Fifteen Floors each totaling to 240 apartments of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse, squash court, five -aside football court, Hydroponic farm, Spa, Business Centre, Gymnasium, banquet Hall, Children play area, Concierge desk, Games room, Day care Centre, and many more facilities. In initial phase, the Company has started the Booking of two building tower D & E. Major and minor civil contracts are under negotiations and will be awarded in due course. The project implementation is as per schedule and will be completed in time.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

Over the last year, we have seen the beginning of a revival in the Indian economy and it is getting back to a higher growth path. Despite all the favourable signs, the Indian Real Estate industry has shown only marginal growth. However, as the economy cycle is turning, the demand in the real estate is expected to pick up in the years ahead.

(b) Company''s Performance:

The Company has launched its residential project in Pune in January, 2016 and the sale of apartment has also been started. As the Company recognizes the revenue from the sale of apartments on the percentage completion methods as specified in guideline note of AS 7 issued by ICAI, no income from operations has been reported during the year 2015 -16. The other Income during the year 2015- 16 consists of interest income Rs. 1.07 lacs and profit on sale of Land Rs. 23.17 lacs. The total Income for the year 2015-16 was at Rs.24.23 Lacs as compared to Rs. 1.72 Lacs in the previous year.

During the year under review, the construction cost was at Rs. 19.29 crores as against Rs. 3.85 crores in the previous year. The employees cost during the years 2015-16 was at Rs.14.99 Lacs as compared to Rs. 13.23 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 10.72 lacs as compare to Rs. 11.78 lacs in the previous year.

The loss for the year 2015-16 before depreciation and taxation was at Rs. 1.48 Lacs as against loss of Rs. 23.28 Lacs in the previous year. The Depreciation was at Rs. 0.15 Lacs as against Rs. 0.91 Lacs in the previous year. After adjusting deferred tax and earlier year taxes, the Company has reported Net Loss of Rs. 0.57 Lacs during the year 2015-16 as against Net Loss Rs. 16.90 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI, as Company had only one reportable segment during the year.

(d) Outlook for the Company:

The residential Pune project of the Company is progressing as per schedule. The Company is committed and has focus on quality and timely delivery of the project and also developing brand image for the Company. The growth and long term prospects of the Company are encouraging.

(e) Opportunities, Threats, Risk and Concerns:

The Government of India has clearly recognized the importance of construction Industry and launched several reform measures to boost this sector. The smart city project, housing for all, Simpler approval procedures, relaxed FDI Norms, and various other measures have brought business opportunities in real estate sector and it will certainly help in reviving the demand in this sector. The much awaited The Real Estate (Regulation and Development) Act, 2016, is also boost for real estate sector. It will protect the interest of property buyers, making the proceedings in the sector more transparent and accountable, and will give a sense of clarity to both buyers and sellers.

Various challenges are also their along with opportunities. The unanticipated delays in project approvals, increase cost of manpower, rising cost of constructions, availability of trained labour force, availability of finance, changes in government policies, multifaceted tax levies on various transactions are the major challenges in construction Industry. Inflation still remains the biggest threat which has adverse effect on the purchasing power of the consumers. The Hospitality and Construction Sectors in general are sensitive to fluctuations in the economy, government policies and is very sensitive to the global security environment.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

As the project of the Company progresses, the new talent were inducted into organization. The Company enjoys cordial and harmonious relationship with its employee. The Company has 18 number of employees as on 31st March, 2016.

6. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

7. LOANS AND GUARANTEE AND INVESTMENTS:

Particulars of loans, investments, guarantees given and securities provided are reported in the financial statement (Please refer to Note No. 5, 11, 12, 16, 17 and 22 to the Standalone Financial Statement).

8. INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund during the current year

9. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and Section 92(3) of Companies Ac, 2013 read with relevant Rules framed there under, the extract of Annual Return as on 31st March, 2016 form part of this Report as “Annexure -A”.

10. PERSONNEL:

The information required under Section 197 of the Companies Act, 2013 and read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in “Annexure -B”.

11. RELATED PARTY TRANSACTION:

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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 thereto is enclosed as “Annexure - C” to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www.supremeholdings. net/company-policies.htm

12. SUBSIDIARY COMPANY:

Your Company has one wholly owned Subsidiary company namely Helmet Traders Limited as on 31st March, 2016.

A Statement containing the salient features of the financial statement of subsidiaries as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

13. NOMINATION AND REMUNERATION POLICY:

The details of Nomination and Remuneration policy of the Company for Directors, KMP''s and Senior Personnel of the Company is enclosed as “Annexure - D” to this report.

14. ANNUAL EVALUATION BY THE BOARD:

In accordance with the provisions of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through as structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.

The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance of the Board as a whole was evaluated and reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link http://www.supremeholdings.net/ company-policies.htm

17. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure - E’’ and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand the Company''s business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company''s Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

19. RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed.

20. DIRECTORS:

Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

The tenure of appointment of Mr. Vinod Jatia, Managing Director is for 5 years from 1st July, 2011 to 30th June, 2016. The Board of Directors at its meeting held on 30th May, 2016, re-appointed Mr. Vinod Jatia as Managing Director for a period of 3 years (subject to approval of members at the ensuing Annual General Meeting) from 1st July, 2016 to 30th June, 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. MEETINGS:

During the year six Board Meetings and four Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors'' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2016, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review;

iii) That the directors have 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.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2016 on a going concern basis.

v) That the proper financial controls were in place and that the financial controls were adequate and were operating effectively

vi) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. LISTING STATUS:

The company''s shares are presently listed on Bombay Stock Exchange Ltd.

24. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

25. AUDITORS & AUDITORS REPORT:

Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. KCPL & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held during the year 2019, subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment.

Your Board recommends the ratification of appointment of M/s. KCPL & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the financial year 2016-17 and to hold the office till the conclusion of the next Annual General Meeting to be held during the year 2017.

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

26. SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company

Accordingly the Secretarial audit of the Company for the financial year 2015-16 was conducted by M/s Shivlal Maurya & Co.

The Report of the Secretarial Audit of the Company is annexed herewith as “Annexure - F’’. There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others which impact the going concern status and Company operations in future.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company''s project in under initial stage of implementation, therefore, company has nothing to report on Conservation of Energy and Technology absorption as required pursuant to section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014.

Foreign Exchange Earnings and Outgo

Earning: Nil Outgo: Construction Cost- Rs. 7,24,631

29. SEXUAL HARASSMENT:

The Company has Policy on Prevention of Sexual Harassment of Employee. A Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. The Company has not received any complaint during the financial year

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013.

The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company

31. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY

Date: 30th May, 2016 Chairman


Mar 31, 2015

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirty Third Annual Report and Audited Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS: (Rs. in Lacs) 2014-15 2013-14

Total Income 1.72 16.58

Total Expenditure 25.00 17.55

Profit/(LoSs) before (23.28) (0.97) depreciation

Depreciation 0.91 0.62

Profit / (Loss) before Tax (24.20) (1.59)

Tax Expenses

Current Tax - -

Deferred Tax Liabilities(Asset) (7.29) 2.62

Earlier Year Taxes - (0.08)

Net Profit/(Loss) for the year (16.90) (4.13)

2. DIVIDEND:

No dividend is recommended for the year under review.

3. RESERVES:

For the financial year ended 31st March, 2015, your Company has not transferred any amount to Reserves.

4. OPERATIONS:

The Land at Panvel Taluka belonging to the company is included under CIDCO planning and development plan. They are addressing to this assignment to finalise the same as speedily as possible. The Company is studying wherever Zone change is required and is being attended to for approval. After the Development plans are announced by the authorities the Company will take up planning of a multiuse / multi function master plan. The Company is expecting that the Government's development plan would be announced in 4-5 months. Currently the Company is engaged in preparatory work in the Site such as levelling, security, internal roads, water supply and so on.

As regards Pune land, all the major requisite approvals for constructing a residential complex have been received by the Company. The tenders for Civil Construction has been awarded and the work is commenced. In continuation of the above many tenders are getting ready for issue for water supply & distribution, sanitation, interior and exterior finishes, electrical power & distribution and so on. It is to be appreciated that as the planning and tendering and work execution is started, it would lead to Income achieving stage and onward projection there to. The final project comprises of Six Towers of Fifteen Floors each totalling to 240 apartments of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse and many more facilities. The sale booking for apartments is expected to start from the later half of this fiscal year.

6. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

7. LOANS, GUARANTEE AND INVESTMENTS:

Particulars of loans, investments, guarantees given and securities provided are reported in the financial statement (Please refer to Note No. 5, 11, 12, 16, 17 and 22 to the Standalone Financial Statement).

8. INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund during the current year.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others.

10. RELATED PARTY TRANSACTION:

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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 is enclosed as "Annexure - C" to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies. htm.

11. SUBSIDIARY COMPANY:

Your Company has one wholly owned Subsidiary company namely Helmet Traders Limited as on 31st March, 2015 A Statement containing the salient features of the financial statement of subsidiaries as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm.

12. LISTING STATUS:

The company's shares are presently listed on Bombay Stock Exchange Ltd.

13. NOMINATION AND REMUNERATION POLICY

The details of Nomination and Remuneration policy of the Company for Directors, KMP's and Senior Personnel of the Company are given in the Corporate Governance Report.

14. ANNUAL EVALUATION BY THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc.,

The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance of the Board as a whole was evaluated and reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated).

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any,

affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of

fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link http://www.supremeholdings.net/company- policies.htm

17. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure - E'' and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand the Company's business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company's Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link http://www. supremeholdings.net/company-policies.htm

19. RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposure of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed.

20. DIRECTORS:

The Board director at its meeting held on 30th September, 2014 appointed Mr. Prateek Jatia Director of the Company as Whole Time Director designated as Executive Director & Chief Financial Officer of the Company for the period of 3 (Three) years with effect from 1st October, 2014 without any remuneration. Pursuant to Section 149 (1) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement Mrs. Shruti Jatia has been appointed as an Additional Director of the Company with effect from 30th March, 2015. Mrs. Shruti Jatia will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mrs. Shruti Jatia for being appointed as a Director of the Company. Mr. Vidip Jatia retires by rotation and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria

of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

21. MEETINGS:

During the year seven Board Meetings and five Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review;

iii) That the directors have 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.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis.

v) That the proper financial controls were in place and that the financial controls were adequate and were operating effectively

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

23. PERSONNEL:

The information required under Section 197 of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in "Annexure -B''.

24. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

25. AUDITORS AND AUDITORS REPORT:

Pursuant to provisions of Section 139(1) of the Companies Act,2013, M/s. KCPL And Associates, LLP Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held during the year 2019, subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment. Your Board recommends the ratification of appointment of M/s. KCPL And Associates, LLP Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the financial year 2015- 16 and to hold the office till the conclusion of the next Annual General Meeting to be held during the year 2016.

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

26. SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company.

Accordingly the Secretarial audit of the Company for the financial year 2014-15 was conducted by M/s Shivlal Maurya & Co.

The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure D' . There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors.

27. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and Section 92(3) of Companies Ac, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 form part of this Report as "Annexure -A'

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried out any material construction activities during the year and therefore the Company has nothing to report on Conservation of Energy and Technology absorption as required pursuant to section 134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning: Nil Outgo: Nil

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013.

The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company.

31. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY Date: 30th May 2015 Chairman


Mar 31, 2014

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirty Second Annual Report and Audited Accounts of the Company for the year ended 31st March 2014.

I. FINANCIAL RESULTS: (Rs. in Lacs)

2013-14 2012-13

Total Income 16.58 0.66

Total Expenditure 17.55 22.34

Profit/(Loss) before depreciation 0.97) (21.68)

Depreciation 0.62 0.62

Less: Prior period items - 0.14

Profit / (Loss) before Tax (1.59) (22.44)

Tax Expenses

Current Tax - -

Deferred Tax Liabilities(Asset) 2.62 (9.61)

Earlier Year Taxes (0.08) (9.03)

Net Profit/(Loss) for the year (4.13) (3.80)

Add: Amount brought forward 493.86 497.66

Amount carried forward 489.72 493.86

II. DIVIDEND:

No dividend is recommended for the year under review.

III. OPERATIONS:

The members are aware that the land Bank of the Company at Panvel Taluka has been included in the Navi Mumbai Airport Influence Notified Area (NAINA). CIDCO, the Special Planning Authority for the NAINA is attending vigorously to the development regulations and proposals to bring into force urgently. The Company has already initiated the process of preliminary approvals for change of Zone use. The Development Plans of the Panvel land will be finalized by the Company once the development proposals and development regulations are sanctioned by the Government on the basis of CIDCO plans.

As regards Pune land, all the major requisite approvals for constructing a residential complex have been received by the Company. The design development, marketing, branding and financial tie up are in process. The tenders are under preparation and are scheduled to be issued in the next few weeks.

In view of the above the Company''s financial activities and Income Flow is expected to start from the later half of this financial year.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

During the year the economic environment continued to remain challenging with growth continued to slowing down. The country was engaged in elections towards later part of the year and a new government would energise economic development from the coming year.

(b) Company''s Performance:

The Company has not earned any Income from Operation during the year 2013-14. The other Income consists of dividend and interest income. The total Income for the

year 2013-14 was at Rs.16.58 Lacs as compared to Rs. 0.66 Lacs in the previous year.

During the year under review, the construction cost was at Rs. 454.44 Lacs as against Rs. 504.50 Lacs in the previous year. The employees cost during the years 2013-14 was at Rs.9.98 Lacs as compared to Rs.10.58 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 7.57 Lacs as compare to Rs. 11.76 Lacs in the previous year.

The loss for the year 2013-14 before depreciation and taxation was at Rs. 0.97 Lacs as against Rs.21.68 Lacs in the previous year. The Depreciation was at Rs. 0.62 lacs as against Rs. 0.62 lacs in the previous year. After providing for taxation, including deferred tax, the Company has reported Net Loss of Rs. 4.13 lacs during the year 2013- 14 as against Net Loss Rs.3.80 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

With the start of construction of the project at Pune in the current year the growth of the company will ensure the start of progressive era.

(e) Opportunities, Threats, Risks and Concerns:

Some measures adopted by the government recently in improving the economy and market sentiments have brought some business opportunities in Real Estate Industry. The Rupee reaching rational prices has also attracted investments from NRIs and foreigners.

Inflation still remains the biggest threat coupled with the significant rise in the commodity prices which has adverse effect on the purchasing power of the consumers. The major challenge in Construction Industry is the management of multifaceted tax levies on various transactions. The government has taxed the Construction Industry aggressively by reducing the exemption / benefits and concessions. The Hospitality and Construction Sectors in general are sensitive to fluctuations in the economy, government policies and is very sensitive to the global security environment.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control looking to its size and business. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

The Company enjoys cordial and harmonious relationship with its employee.

V. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

VI. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company''s subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand.

The Consolidated financial statements presented by the Company include financial information of it Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (As -21).

VII. LISTING STATUS:

The company''s shares are presently listed on Bombay Stock Exchange Ltd.

VIII. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

IX. DIRECTORS:

During the year, Mr. Vidip Jatia has been appointed as an Additional Director of the Company with effect from 31st October, 2013.

Mr. Vidip Jatia will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. Vidip Jatia for being appointed as a Director of the Company.

Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, Mr. RGN Swamy and Mr. Rishabh Kalati, the present Independent Directors of the Company are being appointed for a period of 5 years as an Independent Directors of the company.

X. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director''s responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care

for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

XI. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

XII. AUDITORS:

M/s. KCPL And Associates LLP, Chartered Accountant, who are the statutory auditors of the Company, hold office till the conclusion of forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. KCPL And Associates LLP, as Statutory Auditors of the Company for a period of 5 years from the conclusion of the forthcoming AGM, subject to ratification of their appointment at every AGM.

During the year, the Company had received intimation from M/s. KCPL And Associates LLP stating that M/s. KCPL & Associates had been converted into a limited liability partnership (LLP) under the provisions of the Limited Liability Partnership Act,2008 with effect from 05th December, 2013. Accordingly the audit of the Company for the financial year 2013-14 was conducted by the KCPL And Associates LLP.

XIII. AUDITORS REPORT:

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

XIV. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

XV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information required to be given pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, does not apply to your Company.

XVI. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning : Nil Outgo : Nil

XVII. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY Date: 27th May, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting Thirty First Annual Report and Audited Accounts of the Company for the year ended 31st March 2013.

I. FINANCIAL RESULTS:

(Rs. in Lacs)

2012-13 2011-12

Total Income 0.66 193.42

Total Expenditure 22.34 93.32

Profit/(Loss) before depreciation (21.68) 100.10

Depreciation 0.62 0.46

Profit / (Loss) before Tax (22.30) 99.64

Less: Current Tax 29.20

Less: Deferred Tax Liabilities(Asset) 9.61 2.37

Less: Earlier Year Taxes 9.03 0.01

Less: Prior period items (0.14) 0.04

Net Profit/(Loss) for the year (3.80) 68.02

Add: Amount brought forward 497.66 429.63

Amount carried forward 493.86 497.66

II. DIVIDEND:

No dividend is recommended for the year under review

III. OPERATIONS:

In view of the projects of the Company being under implementation stage, the Income therefrom will only start as soon as substantial progress towards completion is accomplished.

Pursuant to recent notification of the Government of Maharashtra, the Land bank of the Company at Panvel has been included in the Navi Mumbai Airport Influence Notified Area (NAINA). The Government of Maharashtra has also appointed CIDCO as the Special Planning Authority for the NAINA and has directed CIDCO to prepare and publish the development proposals and development control regulations for the said NAINA and submit the same to Government for sanction. In view of above, there will be planned, controlled and speedier development of the area falling under NAINA. The Company will plan and finalise the development of Panvel land on sanction of development proposals and regulation by the Government. As regards Pune Land, considering the positive developments in housing and construction market in Pune, your Directors have approved to develop a residential and commercial complex at Pune Land in lieu of hospitality project.

The hotel has a high over supply situation and may not be profitable for many more years, the members of the Company had granted their approval by postal ballot on 28th February, 2013 to carry on the business of construction developments. The Company has obtained requisite building approvals and will be launching five residential towers along with club house and landscaping.

IV. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from the public.

V. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Afairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company''s subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand. The Consolidated financial statements presented by the Company include financial information of its Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (AS – 21).

VI. LISTING STATUS:

The Company''s shares are presently listed on Bombay Stock Exchange Ltd.

VII. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975.

VIII. DIRECTORS:

During the year, Mr. Sanjay Saraf resigned from the Board with efect from 14th September, 2012.

During the year, Mr. Rishabh Kalati has been appointed as an Additional Independent Director of the Company with efect from 16th January, 2013. Mr. Rishabh Kalati will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. Rishabh Kalati for being appointed as a Director of the Company.

In accordance with the provisions of the Companies Act 1956, Mr. R G N Swamy retires by rotation and being eligible ofers himself for re-appointment.

IX. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director''s responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year and of the loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

X. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

XI. AUDITORS:

M/s. KCPL & Associates, Chartered Accountants (Regn.No.119223W), the present Auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1B) of the Companies Act 1956. The Audit Committee of the Board has recommended their re-appointment.

XII. AUDITORS REPORT:

There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors.

XIII. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company''s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report.

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information required to be given pursuant to section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board Of Directors) Rules 1988, does not apply to your Company.

XV. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning : Nil Outgo : Nil

XVI. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY

Date: 30th May, 2013 Chairman


Mar 31, 2012

To,The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

The Directors have pleasure in presenting Thirtieth Annual Report and Audited Accounts of the Company for the year ended 31st March 2012.

I. FINANCIAL RESULTS:

(Rs. Lacs)

2011-12 2010-11

Total Income 193.42 142.25

Total Expenditure 93.32 48.33

Profit before depreciation 100.10 93.92

Depreciation 0.46 1.03

Profit before Tax 99.64 92.89

Less: Provision for Tax 29.20 26.40

Less: Deferred Tax Liabilities (Asset) 2.37 5.55

Less: Earlier Year Taxes 0.01 0.02

Less: Prior period expenses 0.04 0.04

Add: Depreciation Reversal on change in accounting policy - 3.47

Net Profit/(Loss) for the year 68.02 64.35

Add: Amount brought forward 429.63 366.45

Less: Debit Balance on account of amalgamation - 1.17

Amount carried forward 497.66 429.63

II. DIVIDEND:

No dividend is recommended for the year under review as it is considered appropriate that the financial resources of the Company be strengthened.

III. AMALGAMATION:

The Scheme of Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. (First Transferor Company) and Royalways Trading & Investment Services Pvt. Ltd. (Second Transferor Company) with the Company was sanctioned by the Hon'ble Bombay High Court vide its order dated 29th July, 2011.

The Scheme became effective with effect from 1st April, 2010 being Appointed Date.

IV. NAME CHANGE:

As approved by the shareholders along with the approval of the Amalgamation Scheme, the name of the Company has been changed to Supreme Holdings & Hospitality (India) Ltd. The Registrar of Companies, Maharashtra, has issued fresh Certificate of Incorporation, consequent to above change of name, on 2nd September, 2011.

V. INCREASE IN AUTHORISED AND PAID UP CAPITAL: Pursuant to Scheme of Amalgamation the Authorised Capital of the Company has been increased from Rs. 12.01 Crores to Rs. 40.00 Crores. The Company has also allotted 2,66,82,553 equity shares of Rs. 10/- each fully paid up, on 8th September, 2011, to the shareholders of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd., the transferor companies, and consequently the paid up capital of the Company has been increased from Rs. 8.79 Crores to Rs. 35.48 Crores.

The above 2,66,82,553 equity shares of Rs. 10/- each fully paid up, allotted to the shareholders of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. have also been listed on the Bombay Stock Exchange Ltd.

VI. PROJECTS:

As the Shareholders are already aware, the scheme of amalgamation was sanctioned by Hon'ble Bombay High Court on 29th July 2011. Subsequent to this and in the current year, the Company is now engaged in obtaining various approvals for launching a large multiuse development project at Panvel. It is also engaged in site development works as a preparation for planning and design of the project. Various concepts and contents are under discussion to achieve a unique project status.

As regards to project at Pune, there has been some delay in the progress of the project on account of extensive rock cutting encountered in the basement construction. Meantime study of market conditions for hotels in Pune revealed that occupancy and profitability is under severe downturn. The company is accordingly engaged in modifying the original concept to that of a multi-user development, such as condominium, service apartments and commercial development in terms of Banquet facilities, conference halls etc.

The Company is also scouting actively for ready / built to suit projects which are under construction or which have already commenced operation on Pan India basis.

VII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

The year 2011-12 has been challenging for the world at large. The Domestic economic growth declined sharply from 8.4% in 2010-11 to 6.5% in 2011-12. Due to financial crisis emerged in various parts of the world, the growth of hospitality Industry in India has been adversely affected.

With high unemployment and low growth rate in USA and Europe, many companies are cutting back on outsourcing and travel expenditure.

(b) Company's Performance:

As the projects of the Company are under implementation stage, the Company has not earned any Income from Operation during the year 2011-12. The Other Income mainly includes Rs. 193/- lacs from assignment of Keyman Policy in favour of a Director. The total Income was at Rs. 193.42 Lacs as compared to Rs. 142.25 Lacs in the previous year.

During the year under review, the employees cost was at Rs. 24.15 Lacs as compared to Rs. 5.66 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 69.17 Lacs as compare to Rs. 39.49 Lacs in the previous year.

The profit before depreciation and taxation was at Rs. 100.10 Lakhs as against Rs. 93.92 Lacs in the previous year. The Depreciation was at Rs. 0.46 lacs as against Rs. 1.03 lacs in the previous year. After providing for taxation, including deferred tax, the Company has reported a Net Profit of Rs. 68.02 lacs as against Rs. 64.35 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

Pursuant to Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. with the Company, the Company has put forward a strong foothold in Hospitality Sector. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The Company prospects are promising.

(e ) Opportunities, Threats, Risks and Concerns:

The globalization has brought a lot of business opportunities to the Indian economy and in particular to Hospitality Industry.There is also sizeable mismatch between demand and supply in Hospitality Sector. Various major steps by tourism industry have further reinforced the image of the country as an important tourist and business destination.

The Hospitality Sector in general is sensitive to fluctuation in the economy and is very sensitive to the global security environment. Further, the infrastructure by way of airports, roads and transport network also needs to grow at a faster pace to take on the load of higher volume and tourist traffic. Demand for Hospitality Sector is affected by world economic growth, a global recession could lead to downturn in this Sector.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control looking to its size and business. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.'

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

The Company enjoys cordial and harmonious relationship with its employee.

VIII. FIXED DEPOSITS:

During the year under review, the company has not invited any Fixed Deposit from the public.

IX. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company's subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand. The Consolidated financial statements presented by the Company include financial information of it Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (As -21).

X. LISTING STATUS :

The company's shares are presently listed on Bombay Stock Exchange Ltd..

XI. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars Of Employees) Rules 1975.

XII. DIRECTORS:

During the year, Mr. R.G.N. Swamy has been appointed as an Independent Director and Chairman of the Company. During the year, Mr. Abhay Lodha and Mr. Prasanna Lodha resigned from the Board with effect from 8th September, 2011 and 26th November, 2011 respectively. The Board places on record its sincere appreciation for the guidance received from them during their tenure as member of the Board.

During the year Shri Vinod Jatia has been re-appointed as Managing Director of the Company for a further period of Five year with effect from1st July, 2011.

Mr. Sanjay Saraf has been appointed as an Additional Independent Director of the Company with effect from 29th March, 2012. Mr. Sanjay Saraf will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. Sanjay Saraf for being appointed as a Director of the Company.

In accordance with the provisions of the Companies Act 1956, Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

XIII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA)of the Companies Act1956, with respect to Directors' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

XIV. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy, Shri Sanjay Saraf and Shri Vinod Jatia. Shri RGN Swamy and Shri Sanjay Saraf are independent directors. Shri RGN Swamy is Chairman of the Audit Committee.

XV. AUDITORS:

During the year, the name of Statutory Auditors firm has been changed from M/s. Churiwala & Co. to M/s KCPL & Associates.

M/s. KCPL & Associates, Chartered Accountants, the present Auditors of the Company, retires at he forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1B) of the Companies Act 1956. The Audit Committee of the Board has recommended their re-appointment.

XVI. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report

XVII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: Information required to be given pursuant to section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board of Directors) Rules 1988, is presently does not apply to your Company, as your Company is under project implementation stage

XVIII. FOREIGN EXCHANGE EARNINGS AND OUT GO:

(Rs.)

Earning : Nil

Outgo : 37,912.00

XIX. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

Place: Mumbai R G N SWAMY

Date: 30th May 2012 Chairman


Mar 31, 2011

The Members of SUPREME HOLDINGS LIMITED

The Directors have pleasure in presenting Twenty Ninth Annual Report and Audited Accounts of the Company for the year ended 31st March 2011.

I. FINANCIAL RESULTS:

(Rs. in Lacs) 2010-11* 2009-10

Total Income 139.08 102.07

Total Expenditure 45.16 23.49

Profit before depreciation 93.92 73.58

Depreciation 1.03 2.27

Profit before Tax 92.89 71.31

Less: Provision for Tax 26.40 12.95

Less: Deferred Tax Liabilities(Asset) 5.55 9.55

Less: Earlier Year Taxes 0.02 (12.69)

Less: Prior period expenses 0.04 -

Add: Depreciation Reversal 3.47 - on change in accounting policy

Net Profit/(Loss) for the year 64.35 61.50

Add: Amount brought forward 366.45 304.95

Less: Dr. Balance on account 1.17 - of amalgamation

Profit available for 429.63 366.45 Appropriation

APPROPRIATIONS: Profit & Loss Account 429.63 366.45

* Financial statements represents merged operation of Company, Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services PVt. Ltd.

II. DIVIDEND:

No dividend is recommended for the year under review as it is considered appropriate that the financial resources of the Company be strengthened.

III. AMALGAMATION:

Your Directors are pleased to inform that subsequent to obtaining equity shareholders approval in the Court convened meeting held on 22nd March, 2011, the Scheme of Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. (First Transferor Company) and Royalways Trading & Investment Services Pvt. Ltd. (Second Transferor Company ) with the Company has been sanctioned by the Hon'ble Bombay High Court vide its order dated 29* July, 2011.

The Scheme became effective on 12th August, 2011 i.e. the date of filing of the order of the Hon'ble Bombay High Court with the Registrar of Companies, Maharashtra, with effect from 1" April, 2010 being Appointed Date. Accordingly, the Company is presenting the merged Annual Accounts for the year ended on 31st March, 2011.

The Amalgamation would enable effective utilization of immovable properties and will provide a larger asset base to the Company and thereby, enabling it to raise sources for future growth and expansion of the business and should also result in economies of scale and optimum utilization of the available resources.

Other post Amalgamation formalities have commenced.

IV. RESORT PROJECT:

The Company proposes to develop one resort project at village Koproli. Panvel near Mumbai. Panvel, over the recent years, has been witnessing rapid growth. The new International Airport is also coming up in Panvel and this will offer immense business potential for Hotels and Resorts. The Company has already acquired land for the said Resorts project during the earlier years and pursuant to Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. with the Company, the Land of these two transferors Companies, which is adjacent to the Land of Company, is also available to the Company. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The market value of the Panvel land is much higher than its book value as on date. This will help in ensuring long term sustainability and profitability of this venture.

The Conceptualization of the Project is under process and the activities on the same is expected to commence shortly.

V. PUNE PROJECT:

Pursuant to Amalgamation, the Hotel Project of Jatia Hotels & Resorts Pvt. Ltd. has been transferred and vested in the Company. A Five star Hotel is being developed at Pune. The Land has already been acquired and the construction activities have been commenced. Till the year end 31st March, 2011, an amount of Rs. 89.29 crores have already been spent on the project. The Project is likely to be completed in three years time.

VI. NAME CHANGE:

In order to reflect the Hospitality activities in its name, the Company had proposed to Change its name to "Supreme Holdings & Hospitality (India) Ltd. The proposed new name was also approved by the members along with the approval of the Amalgamation Scheme. The formalities for changing name are under process.

VII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

Despite financial crisis emerging in various parts of the world, the hospitality Industry in India has recovered from global economic downturn but the factors like inflations and terrorism has slowed the growth pace.

(b) Company's Performance:

The Company had not carried out any major activity during the 2010-11. The Income from operation of Rs. 4.99 lacs was only from redemption of preference shares. The other Income mainly includes Rs. 130/- lacs from assignment of Keyman Policy in favour of a Director. The total Income was at Rs.139.08 Lacs as compared to Rs. 102.07 Lacs in the previous year.

During the year under review, the employees cost was at Rs.5.66 Lacs as compared to Rs.0.80 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 39.49 Lacs as compare to Rs. 27.69 Lacs in the previous year.

The profit before depreciation and taxation was at Rs. 93.92 Lakhs as against Rs.73.58 Lacs in the previous year. The Depreciation was at Rs. 1.03 lacs as against Rs. 2.27 lacs in the previous year. After providing for taxation, including deferred tax and Depreciation reversal on change in accounting policy, the Company has reported a Net Profit of Rs. 64.35 lacs as against Rs.61.50 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

Pursuant to Amalgamation of Jatia Hotels & Resorts Pvt. Ltd. and Royalways Trading & Investment Services Pvt. Ltd. with the Company, the Company has put forward a strong foothold in Hospitality Sector. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The Company prospects are promising.

(e) Opportunities, Threats, Risks and Concerns:

The globalization has brought a lot of business opportunities to the Indian economy and in particular to Hospitality Industry. There is also sizeable mismatch between demand and supply in Hospitality Sector. Various major steps by tourism industry have further reinforced the image of the country as an important tourist and business destination.

The Hospitality Sector in general is sensitive to fluctuation in the economy and is very sensitive to the global security environment. Further, the infrastructure by way of airports, roads and transport network also needs to grow at a faster pace to take on the load of higher volume and tourist traffic. Demand for Hospitality Sector is affected by world economic growth, a global recession could lead to downturn in this Sector.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control looking to its size and business. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls.

(g) Human Resources:

The Company enjoys cordial and harmonious relationship with its employee.

VIII. FIXED DEPOSITS :

During the year under review the company has not invited any Fixed Deposit from the public.

IX. SUBSIDIARY COMPANY:

Pursuant to the General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company have accorded their consent for not attaching the accounts of the Company's subsidiary, Helmet Traders Limited along with the accounts of your Company. However the financial information pertaining to subsidiary Company, as required in the aforesaid Circular, is provided in the Annual Report of Your Company. Also the Annual Accounts of the Subsidiary Company is kept for inspection by any shareholders at the Registered Office of your Company. Your Company further undertakes that the Annual Accounts of the Subsidiary Company and the related information shall be made available to the Shareholders of the Company on demand.

The Consolidated financial statements presented by the Company include financial information of it Subsidiary prepared by the Company pursuant to Clause 32 of the Listing Agreement and Accounting Standard (As -21).

X. LISTING STATUS :

The company's shares are presently listed on Bombay Stock Exchange Ltd.

XI. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars Of Employees) Rules 1975.

XII. DIRECTORS:

Mr. R. G N. Swamy has been appointed as an Additional Independent Director and Chairman of the Company with effect from 23rS August, 2011. Mr. R. G. N. Swamy will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mr. R. G. N. Swamy for being appointed as-a Director of the Company.

The Board of Directors at its Meeting held on 30th June, 2011, re-appointed, subject to approval of shareholders, Shri Vinod Jatia as Managing Director of the Company for a further period of Five year with effect from 1st July, 2011. In accordance with the provisions of the Companies Act 1956, Mr. Prasanna Lodha retires by rotation and being eligible offers himself for re-appointment.

XIII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director's responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31" March 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31" March 2011 on a going concern basis.

XIV. AUDIT COMMITTEE:

The present Audit committee comprises of Shri Abhay Lodha, Shri Prasanna Lodha and Shri Vinod Jatia. Shri Abhay Lodha and Shri Prasanna Lodha are independent directors. Shri Prasanna Lodha is Chairman of the Audit Committee.

XV. AUDITORS:

M/s. Churiwala & Co., Chartered Accountants, the present Auditors of the Company, retires at he forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1 B) of the Companies Act 1956. The Audit Committee of the Board has recommended their re- appointment.

XVI. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report

XVII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: Information required to be given pursuant to section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in report of Board Of Directors) Rules 1988, is presently does not apply to your Company, as your Company is under project implementation stage.

XVIII. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning Nil

Outgo 80,079.00

XIX. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support.

For and on behalf of the Board

R G N SWAMY Chairman

Place : Mumbai Date : 23rd August 2011


Mar 31, 2010

The Directors have pleasure in presenting Twenty Eighth Annual Report and Audited Accounts of the Company for the year ended 31st March 2010.

I. FINANCIAL RESULTS:

(Rs. in Lacs) 2009-10 2008-09 Total Income 102.07 52.76

Total Expenditure 28.49 43.81

Profit before depreciation 73.58 8.95

Depreciation 2.27 3.05

Profit before Tax 71.31 5.90

Less: Provision for Tax 12.95 0.59

Less: Deferred Tax Liabilities(Asset) 9.55 12.06

Less: Fringe Benefit Tax - 0.27

Less: Earlier Year Taxes (12.69) 4.77

Less: Prior period expenses - 0.38

Net Profit/(Loss) for the year 61.50 (12.17)

Add: Amount brought forward 304.95 317.12

Profit available for Appropriation 366.45 304.95

APPROPRIATIONS:

Profit & Loss Account 366.45 304.95

II. DIVIDEND:

No dividend is recommended for the year under review as it is considered appropriate that the financial resources of the Company be strengthened.

III. NEW BUSINESS ACTIVITIES:

The Company proposes to develop one resort project at Panvel near Mumbai. Panvel, over the recent years, has been witnessing rapid growth as a tourist place. The new International Airport is also coming up in Panvel and this will offer immense business potential for Hotels and Resorts. The Company has acquired land for the said Resorts project during the earlier years for Rs. 418.40 lacs and also paid an advance amounting to Rs. 690.00 lacs for further acquiring land as per MOUs entered into by the Company with the parties. The detailed conceptualization of the Project is still under process. However, considering the sudden change in economic scenario, specially Hospitality sector, the Company is applying a cautious approach towards the said project.

V. FIXED DEPOSITS :

During the year under review the company has not invited any Fixed Deposit from the public.

VI. SUBSIDIARY COMPANY :

The Annual Accounts of the Company’s subsidiary, Helmet Traders Limited, along with a statement pursuant to section 212 of the Companies Act 1956 are annexed to this Annual Report.

VII. LISTING STATUS :

The company’s shares are presently listed on Bombay Stock Exchange Ltd.

VIII. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees who were drawing remuneration requiring disclosure under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars Of Employees) Rules 1975.

IX. DIRECTORS:

In accordance with the provisions of the Companies Act 1956, Mr. Prateek Jatia retires by rotation and being eligible offers himself for re-appointment.

X. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act1956, with respect to Director’s responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

XI. AUDIT COMMITTEE:

The present Audit committee comprises of Shri Abhay Lodha, Shri Prasanna Lodha and Shri Vinod Jatia. Shri Abhay Lodha and Shri Prasanna Lodha are independent directors. Shri Prasanna Lodha is Chairman of the Audit Committee.

XII. AUDITORS:

M/s. Singrodia Goyal & Co, Chartered Accountants, the Statutory Auditors of the Company resigned with effect from 22nd April, 2010. The Members of the Company at its Extraordinary General Meeting held on 27th May, 2010, appointed M/s. Churiwala & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

The Present Auditors, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received certificate from them certifying that their appointment if made, would be within the limit specified under section 224(1 B) of the Companies Act 1956.

XIII. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the Directors Report and a certificate from the Company’s Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in report of Board Of Directors) Rules 1988 does not apply to your Company, as your Company has not carried out any activity.

XV. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning : Nil

Outgo : Nil

XVI. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co- operation extended by the shareholders and look forwards for their continued support.

For and on behalf of the Board

Place : Mumbai Vinod Jatia

Date : 31st May 2010 Chairman & Managing Director

Find IFSC