Enter the first few characters of Company and click 'Go'

Directors Report of Supreme Industries Ltd.

Mar 31, 2023

The Directors have great pleasure in presenting the 81^st Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

			(V In Crores)
Particulars		FY 2022-2023	FY 2021-2022
Total Income		9283.35	7840.51
Profit Before Interest, Depreciation & Tax		1281.84	1309.89
Finance Cost		8.02	5.15
Depreciation and Amortization Expenses		263.39	229.52
Profit Before Tax & Exceptional Items		1010.43	1075.22
Tax Expenses		245.96	263.33
Profit After Tax		764.47	811.89
Other Comprehensive Income (Net of Taxes)		(2.78)	(0.94)
Total Comprehensive Income		761.69	810.95

	DIVIDEND
			R in Crores
	i) Dividend on 12,70,26,870 Equity Shares of R 2/- each @1300% i.e. R 26/- per share	as under:-
	(Previous year @ 1200% i.e. R 24/- per equity share)
	(a) Interim Dividend @ 300% i.e. R 6/- per share (already paid in November 2022)		76.22
	(b) Final Dividend @ 1000% i.e. R 20/- per share		254.05
			R 330.27

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

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31^st March, 2023, are as follows -

The Company sold 506501 MT of Plastic goods and achieved net product turnover of R 9066 Crores during the year under review against sales of 393908 MT and net product turnover of R 7625 crores in the previous year achieving volume and product value growth of about 29% and 19%, respectively.

Total Income and Operating Profit for the year under review amounted to R 9283.35 crores and R 1199.98 crores respectively as compared to R 7840.51 crores and R 1242.19 crores, in the previous financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to R 1010.43 crores and R 764.47 crores respectively as compared to R 1075.22 crores and R 811.89 crores, in the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

CREDIT RATING

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

		Total Bank Loan Facilities Rated	R 1445.90 crores
		Long-Term Rating	CRISIL AA /Stable (Reaffirmed)
		Short-Term Rating	CRISIL A1 (Reaffirmed)
		R 200 Crores commercial paper	CRISIL A1 (reaffirmed)

FIXED DEPOSITS

In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company had exercised the option to repay on 1^st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31^st March, 2014. Accordingly, the Company is not having any Fixed Deposit as on 31^st March, 2023.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31^st March, 2023 and state that:

â¢ in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

â¢ the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

â¢ the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ the Directors have prepared the annual accounts on a going concern basis;

â¢ the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

â¢ the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - I to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - II to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards'' Report for the year ended 31^st March, 2023 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 81^st Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-I is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

In accordance with Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiary Company are available on the website www.supreme.co.in. These documents will also be available for inspection during business hours at the registered office of the company. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the company.

The Consolidated net profit of the company and its subsidiary amounted to R 862.42 crores for the financial year ended 31^st March, 2023 as compared to R 967.26 crores for the previous financial year ended 31^st March, 2022.

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

SUPREME PETROCHEM LIMITED

Net revenue & net profit of that company for the year ended 31^st March 2023 was R 5346.14 Crores and R 498.13 Crores as against R 5062.80 Crores & R 663.23 Crores respectively during previous year.

Pursuant to the sub division of the Equity shares of the Company, each Equity Share of the Face Value of R 4/- each was sub divided into face value of R 2/- per share (fully Paid-up). Your company has an investment of 5,78,72,800 no of equity shares of (face value of R 2/- each) in the SPL (promoted by your company & R Raheja Group) which constitutes 30.78% as at 31^st March 2023.

During the year under review your company received an aggregate amount of R 52.09 Crores as dividend including R 11.58 Crores of interim dividend for the year 2022-23.

SPL''s new line of Polystyrene at Amdoshi and expanded capacities of EPS at both locations were commissioned in the last quarter of F.Y. 2022-2023. Effective capacity of Polystyrene now stands at 300,000 tpa and EPS capacity at 110,000 tpa.

SPL''s first phase of Mass ABS project with 70,000 tpa capacity is progressing as per schedule. Detailed engineering and procurement are progressing well. Discussions on technical

licence for second line of Mass ABS with licensor M/s Versalis of Italy is yet to be concluded.

SPL has proposed final dividend of R 7 per share in its board meeting held on 26^th April, 2023 subject to the approval of shareholders which would entitle the Company to receive an amount of R 40.51 Crores as dividend during the year 2023-24.

(subsidiary company

During the financial year 2022-23 raw material prices shown a downward trend while shipping industry returned to normalcy regarding operation management & freight resulting in "watch & go" situation for the buyers to obtain optimum benefits. Despite the inertia in the market, Supreme''s piping exports moved up the growth trajectory by scaling the highest turnover as on date contributing 35% to company''s overall exports.

The Supreme Industries Overseas FZE clocked 17^th years of successful operation by achieving exports sales turnover of US$ 10.95 Million (inclusive of third-party exports in INR), value growth of 10%, weighing 3283 MTON during the financial year 2022-23. Supreme has established footprints in over thirty plus countries touching GCC, Africa, USA, UK, Europe & Indian-sub-continent.

Supreme is aiming to exports 5000 MTON of piping products during new financial year 2023-24. Target will be achieved by expanding markets across the geographies inclusive of acquiring high value project orders. Supreme brand has established reputation over the decades due to exhaustive range of products, quality & services. Efforts will be made to enhance the current range of products & obtain product conformity certifications from international bodies. All these efforts will improve brand acceptance paving the way for entry into new territories & generating new business volume.

(material subsidiary

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

(DIRECTORS APPOINTMENT / RE APPOINTMENT Director Retiring by Rotation

Shri V.K. Taparia, Executive Director

Shri V.K.Taparia, Executive Director (DIN: 00112567) of the Company, retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Director Appointments/Re-appointments for Members approval

The Board of the Company, on recommendations of the NRC, inter-alia, considering the qualification, experience, knowledge, skills possessed and declarations submitted by each of them approved/ recommended the following appointments/re-appointments, on the Board, for approval by the Members of the Company at the ensuing AGM. The Company has received the requisite notices from Member proposing each of their appointments/re-appointments, as the case maybe, as a Director of the Company.

Shri Sarthak Behuria, Independent Director

Shri Sarthak Behuria, Independent Director, (DIN: 03290288), was appointed as an Independent Director of the Company for a first term of five consecutive years commencing from 7^th May,

2019 to 6^th May, 2024. Accordingly, the first term of office of Shri Sarthak Behuria as an Independent Director of the Company is due to expire on 6^th May 2024.

The Board of the Company, based on the recommendation of the NRC and result of the performance evaluation carried out by the NRC and the Board, has recommended the re-appointment of Shri Sarthak Behuria as a Non-Executive Independent Director for a second term of five consecutive years commencing (prior to expiry of his term) from 7^th May, 2024 to 6^th May, 2029, to the Members for their approval through special resolution at the ensuing AGM. Shri Sarthak Behuria confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

The Board on the basis of recommendation of the NRC and considering the skills, experience and acumen possessed by Shri Sarthak Behuria, is of the opinion that he possesses the relevant expertise and experience to continue as an Independent Director of the Company.

Ms. Ameeta Parpia, Independent Director

Ms. Ameeta Parpia, Independent Director, (DIN: 02654277), was appointed as an Independent Director of the Company for a first term of five consecutive years commencing from 7^th May, 2019 to 6^th May 2024. Accordingly, the first term of office of Ms. Ameeta Parpia as an Independent Director of the Company is due to expire on 6^th May 2024.

The Board of the Company, based on the recommendation of the NRC and result of the performance evaluation carried out by the NRC and the Board, has recommended the re-appointment of Ms. Ameeta Parpia as Non-Executive Independent Director for a second term of five consecutive years commencing (prior to expiry of her term) from 7^th May, 2024 to 6^th May, 2029 to the Members for their approval through special resolution at the ensuing AGM. Ms. Ameeta Parpia confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations.

The Board on the basis of recommendation of the NRC and considering the skills, experience and acumen possessed by Ms. Ameeta Parpia, is of the opinion that she possesses the relevant expertise and experience to continue as an Independent Director of the Company.

Shri Vipul Shah, Independent Director

Shri Vipul Shah, (DIN: 00174680) is appointed as an Additional and Non- Executive Independent Director of the Company, not being liable to retire by rotation, for a first term of five consecutive years commencing from 28^th April, 2023 to 27^th April, 2028, subject to the approval of the Members through special resolution at the ensuing AGM.

Shri Vipul Shah confirms to the criteria of independence prescribed under the Act and the SEBI Listing Regulations. The Board on the basis of recommendation of the NRC and considering the skills, experience and acumen possessed by Shri Vipul Shah, is of the opinion that he possesses the relevant expertise and experience to appoint as an Independent Director of the Company.

Shri Pulak Prasad, Non-Executive and Non- Independent Director

Shri Pulak Prasad (DIN: 00003557) is appointed as an Additional Non-Executive and Non-Independent Director, with effect from 28^th April, 2023 and holds office as an Additional Director up to the date of the ensuing AGM of the Company. The Board at its meeting held on 28^th April, 2023, has recommended the appointment of Shri Pulak Prasad as a Director (Non-Executive and Non-Independent) of the Company, liable to retire by rotation.

Shri M.P Taparia, Managing Director

Shri M. P Taparia, Managing Director, (DIN: 00112461), was re-appointed as Managing Director of the Company at the 76^th Annual General Meeting for a term of five years from 7^th January, 2019 to 6^th January, 2024. Accordingly, his term of office is due to expire on 6th January, 2024.

The Board of the Company, based on the recommendation of the NRC and result of the performance evaluation carried out by the NRC, has recommended the re-appointment of Shri M. R Taparia, as a Managing Director for a further period commencing from 7^th January, 2024 upto 30^th September, 2027, upon the terms and conditions as set out in the resolution mentioned in this item of the notice

Shri S.I. Taparia, Executive Director

Shri S.J. Taparia, Executive Director, (DIN: 00112513), was re-appointed as Executive Director of the Company at the 76^th Annual General Meeting for a term of five years from 7^th January, 2019 to 6^th January, 2024. Accordingly, his term of office is due to expire on 6^th January, 2024.

The Board of the Company, based on the recommendation of the NRC and result of the performance evaluation carried out by the NRC, has recommended the re-appointment of Shri S. J. Taparia, as a Executive Director for a further period commencing from 7^th January, 2024 upto 30^th September,2027, upon the terms and conditions as set out in the resolution mentioned in this item of the notice.

Shri VK. Taparia, Executive Director

Shri VK. Taparia, Executive Director, (DIN: 00112567), was re-appointed as a Executive Director of the Company at the 76^th Annual General Meeting for a term of five years from 7^th January, 2019 to 6^th January, 2024. Accordingly, his term of office is due to expire on 6^th January, 2024.

The Board of the Company, based on the recommendation of the NRC and result of the performance evaluation carried out by the NRC, has recommended the re-appointment of Shri V. K. Taparia, as a Executive Director for a further period commencing from 7^th January, 2024 upto 30^th September,2027, upon the terms and conditions as set out in the resolution mentioned in this item of the notice.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

Shri M R Taparia, Managing Director, Shri R C Somani, Chief Financial Officer and Shri R J Saboo, VR (Corporate Affairs) & Company Secretary were appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013 and there is no change in the same during the year under review.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met on 5 occassion virtually/physically during the year ended 31^st March, 2023, in accordance with

the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

(i) The Board in consultation with Nomination and Remuneration Committee has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

Pursuant to amendment in section 178 by the Companies (Amendment) Act, 2017, which is effective from 7^th May, 2018, the Nomination and Remuneration Committee noted the amendment and decided to carryout evaluation of performance of Board, its Committees and individual Director. Accordingly Nomination and Remuneration Committee conducted the performance evaluation of Board, its Committees and individual Director in its meeting held on 24^th January, 2023.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 24^th January, 2023.

The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment, removal of Directors & Senior Management Personnel. The Nomination & Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.

AUDITORS Statutory Auditors:-

The Statutory Auditors M/S Lodha & Co., Chartered Accountants having Registration No 301051 E, was re-appointed in 79^th Annual General Meeting to hold office from the conclusion of 79^th Annual General Meeting for a term of consecutive five years till conclusion of 84^th Annual General Meeting.

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

AUDITORS'' REPORT

Note on financial statement referred in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

Auditor of the Company, for the financial year ending 31^st March, 2024, on a remuneration as mentioned in the Notice convening the 81^st Annual General Meeting for conducting the audit of the cost records maintained by the Company.

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

A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 81^st Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31^st March 2022 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31^st March 2023 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors.

The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH, 2023

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s V. Laxman & Co., Company Secretaries (C.P No. 744), to conduct Secretarial Audit for the financial year ended on 31^st March, 2023.

Secretarial Audit Report for the financial year ended 31^st March, 2023 issued by M/s. V. Laxman & Co, Company Secretaries in Form MR-3 forms part to this report - as Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

AUDIT COMMITTEE

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no other material changes or commitments occurring after 31^st March 2023, which may affect the financial position of the company or may require disclosure.

INTERNAL FINANCIAL CONTROLS

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended on 31^st March, 2023, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 39 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company''s website at the Link: www.supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns by them of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY

Your Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Company consider activities at all levels of the organization, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Annexure VII (A), (B) & (C).

The Policy is available on the website of the Company i.e. www. supreme.co.in.

BUSINESS RESPONSIBILITY AND SUSTANIBILITY REPORT

The Business Responsibility and Sustainability Report (BRSR) as approved by the Business Responsibility and Sustainability Committee and Board of Directors for F.Y. 2022-23, forms part of this Annual Report.

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

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31^st March, 2023 is uploaded on the website of the Company and can be accessed at www.supreme.co.in.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during the year. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date: 28^th April, 2023

Mar 31, 2022

The Directors have great pleasure in presenting the 80^th Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2022.

		(V In Crores)
Particulars	FY 2021-2022	FY 2020-2021
Total Income	7840.51	6383.59
Profit Before Interest, Depreciation & Tax	1309.89	1312.74
Finance Cost	5.15	22.05
Depreciation and Amortization Expenses	229.52	212.78
Profit Before Tax & Exceptional Items	1075.22	1077.91
Tax Expenses	263.33	276.53
Profit After Tax	811.89	801.38
Other Comprehensive Income (Net of Taxes)	(0.94)	(1.30)
Total Comprehensive Income	810.95	800.08
DIVIDEND
		R in Crores
i) Dividend on 12,70,26,870 Equity Shares of R 2/- each @1200% i.e. R 24/- per share	as under:-
(Previous year @ 1100% i.e. R 22/- per equity share) (a) Interim Dividend @ 300% i.e. R 6/- per share (already paid in November 2021)		76.22
(b) Final Dividend @ 900% i.e. R 18/- per share		228.65
		R 304.87

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31^st March, 2022, are as follows -

The Company sold 393908 MT of Plastic goods and achieved net product turnover of R 7625.24 Crores during the year under review against sales of 409109 MT and net product turnover of R 6177.14 crores in the previous year having volume de-growth about 4% and product value growth about 23%, respectively.

Total Income and Operating Profit for the year under review amounted to R 7840.51 crores and R 1242.19 crores respectively as compared to R 6383.59 crores and R 1284.28 crores, in the previous financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to R 1075.22 crores and R 811.89 crores respectively as compared to R 1077.91 crores and R 801.38 crores, in the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

CREDIT RATING

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

		Total Bank Loan Facilities Rated	R 1445.90 crores
		Long-Term Rating	CRISIL AA /Stable (Upgraded from CRISIL AA/Positive)
		Short-Term Rating	CRISIL A1 (Reaffirmed)
		R 200 crore commercial paper	CRISIL A1 (reaffirmed)

FIXED DEPOSITS

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31^st March, 2022 and state that:

â¢ in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

â¢ the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2022 and of the profit of the Company for the year ended on that date;

â¢ the Directors have prepared the annual accounts on a going concern basis;

â¢ the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

â¢ the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards'' Report for the year ended 31^st March, 2022 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision

of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 80th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated net profit of the company and its subsidiary amounted to R 967.26 crores for the financial year ended 31^stMarch, 2022 as compared to R 976.59 crores for the previous financial year ended 31^st March, 2021.

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

SUPREME PETROCHEM LIMITED

Your company has an investment of 2,89,36,400 no of equity shares in the SPL (promoted by your company & R Raheja Group) which constitutes 30.78% as at 31^st March 2022.

During the year under review your company received an aggregate amount of R 47.74 Crores as dividend including R 11.57 Crores of interim dividend for the year 2021-22. Net revenue & net profit of that company for the year ended 31^st March 2022 was R 5062.80 Crores and R 663.26 Crores as against R 3206.45 Crores & R 477.49 Crores respectively during previous year.

SPL has undertaken setting up of second line of Extruded Polystyrene Board (XPS) with capacity of 100000M³ and increasing the master batch and Compound capacity by 50000 MTA.

SPL is also implementing mass ABS project with two lines of 70 KTA each aggregating 140KTA at its complex at village Amdoshi, Dist. Raigad, Maharashtra in technical collaboration with Ms. Versalis âENI Chemicals Group, Italy.

SPL has obtained requisite approvals for its proposed capital reduction from existing R 10 per equity share to R 4 per equity share and effected the same. Pursuant to the said reduction, your company has since received R 17.36 Crores during the current year.

SPL has proposed final dividend of R 14 per share in its board meeting held on 27^th April 2022 subject to the approval of shareholders which would entitle the Company to receive an amount of R 40.51 Crores as dividend during the year 2022-23.

SUBSIDIARY COMPANY

Onset of the financial year 2021-22 was a pack of mixed sentiments wherein on one side entire humanity was recovering from the worst pandemic of the century which cut the wings of all economy activities. On the other side businesses were embracing the new normal and digging out the pathways of growth & sustenance.

The Supreme Industries Overseas FZE has encircled 16th years of operation and became instrumental in achieving sales turnover of US$ 10.26 Million (inclusive of third-party exports in INR) weighing 3685 MT during the financial year 2021-22 achieving exceptional volume growth of about 44% in plastic piping business. The geography of trade is spread over thirty plus countries touching GCC, Africa, USA, UK, Europe & Indian-sub-continent.

Performance of financial year 2021-22 encompasses all the initiatives viz. continuance of business through decades old loyal customers, looping in new partners strengthening the current distribution network & successfully being awarded high value project orders due to its widest range, the total commitment to quality & services.

Once again Plexconcil, an export promotion council under Ministry of Commerce, Government of India, conferred on Supreme excellence in exports awards for PVC pipes & fittings for the four consecutive years starting from 2017 to 2021.

Supreme Overseas is aiming to surpass export-sales of US$13.00 Million during financial year 2022-23 by strengthening current network in all directions. Brand promotion initiatives through various means likes of international exhibition, expand current basket of products & improvement of current range & developing new marketing tools will be the instruments of growth for the year 2022-23.

MATERIAL SUBSIDIARY

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri S.J.Taparia, Executive Director (DIN: 00112513) of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Shri Ramanathan Kannan, Non-Executive Independent Director at 78th Annual General Meeting was re-appointed for a further period of five years from 16^th September, 2020 to 15^th September, 2025. He will attain 75 years of age on 23^rd September, 2022, therefore in compliance with the provisions of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, members approval is required for continuation of his directorship up to the expiry of his term of office i.e. upto 15^th September, 2025.

Shri Y P Trivedi, Non-Executive Independent Director''s term expired on 16^th September, 2021. He was associated with Supreme Group for over 35 years. The Company expresses its appreciation for valuable contribution made by him during his long tenure on the Board of the Company.

Shri B V Bhargava, Non-Executive Independent Director''s term expired on 16^th September, 2021. He was associated with Supreme for over 25 years. The Company expresses its appreciation for valuable contribution made by him during his long tenure on the Board of the Company.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

Shri M P Taparia, Managing Director, Shri P C Somani, Chief Financial Officer and Shri R J Saboo, VP (Corporate Affairs) & Company Secretary were appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013 and there is no change in the same during the year under review.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met 6 times during the year ended 31^st March, 2022, in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

Form MR-3 forms part to this report Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

AUDIT COMMITTEE

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

REPORTING OF FRAUDS

There was an instance of embezzlement by group of employees involving an aggregate amount of R 17.42 lakhs at company''s manufacturing unit at Gadegaon. The company has recovered entire amount and all the employees/ associates who were involved in embezzlement have been expelled from service.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no other material changes or commitments occurring after 31^st March 2022, which may affect the financial position of the company or may require disclosure.

INTERNAL FINANCIAL CONTROLS

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended on 31^st March, 2022, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 40 to the standalone financial statements forming part of this Annual Report.

Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.

AUDITORSStatutory Auditors:-

AUDITORS'' REPORT

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Registration No: 00294) as Cost Auditor of the Company, for the financial year ending 31^st March 2023, on a remuneration as mentioned in the Notice convening the 80^th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 80th Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year ended 31^st March 2021 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31^st March 2022 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2022

Secretarial Audit Report for the financial year ended 31st March, 2022 issued by M/s. V. Laxman & Co, Company Secretaries in

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company''s website at the Link: www.supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

RISK MANAGEMENT POLICY

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Policy is available on the website of the Company i.e. www.supreme.co.in.

BUSINESS RESPONSIBILITY AND SUSTANIBILITY REPORT

Company decided to voluntary publish Business Responsibility and Sustainability Report (BRSR) for the FY 2021-22. The BRSR

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

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

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31^st March, 2022 is uploaded on the website of the Company and can be accessed at www. supreme.co.in.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during this challenging time. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date: 29^th April, 2022

Mar 31, 2021

The Directors have great pleasure in presenting the 79^th Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2021.

		(V In Crores)
Particulars	FY 2020-2021	FY 2019-2020
Total Income	6373	5530
Profit Before Interest, Depreciation & Tax	1300	854
Interest & Financial Charges	9	20
Depreciation, Amortization and Impairment	213	206
Profit Before Tax & Exceptional Items	1078	628
Tax Expenses	277	132
Profit After Tax	801	496
Other Comprehensive Income (Net of Taxes)	(1)	(4)
Total Comprehensive Income	800	492

DIVIDEND

R in Crores
i) Dividend on 12,70,26,870 Equity Shares of
R 2/- each @1100% i.e. R 22/- per share as under:-
(Previous year @ 700% i.e. R 14/- per equity share)
(a) Interim Dividend @ 250% i.e. R 5/- per
share (already paid in November 2020)	63.50
(b) Final Dividend @ 850% i.e. R 17/- per share	215.96
	R 279.46

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31^st March, 2021, are as follows -

The Company sold 409109 MT of Plastic goods and achieved net product turnover of R 6177 Crores during the year under review against sales of 411521 MT and net product turnover of R 5408 crores in the previous year having nominal volume de-growth about 1% and product value growth about 14%, respectively.

Total Income and Operating Profit for the year under review amounted to R 6373 crores and R 1300 crores respectively as compared to R 5530 crores and R 854 crores, in the previous financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to R 1078 crores and R 801 crores respectively as compared to R 628 crores and R 496 crores, in the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

CREDIT RATING

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

Total Bank Loan Facilities	R 1445.9 crores (Reduced from
Rated	R 1612 Cr)
Long-Term Rating	CRISIL AA/Positive (outlook revised from Stable and rating reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed)
R 200 crore commercial paper	CRISIL A1 (reaffirmed)

FIXED DEPOSITS

DIRECTORS'' RESPONSIBILITY STATEMENT:

â¢ in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

â¢ the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2021 and of the profit of the Company for the year ended on that date;

â¢ the Directors have prepared the annual accounts on a going concern basis;

â¢ the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

â¢ the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards'' Report for the year ended 31^st March, 2021 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 79th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associates which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-1 is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

The Consolidated net profit of the company and its subsidiary amounted to R 977 crores for the financial year ended 31^st March, 2021 as compared to R 463 crores for the previous financial year ended 31^st March, 2020.

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

SUPREME PETROCHEM LIMITED

During the year the Company received an aggregate dividend of R 11.57 Crores from Supreme Petrochem Limited (SPL) - Promoted by your company and R Raheja Group. Net revenue and net profit of that Company for the year ended 31^st March, 2021 were R 3206 Crs. and R 477 Crs. respectively. SPL has taken expansion plans at its both the manufacturing sites to expand capacity of Polystyrene by 90,000 MT per annum and 30,000 MT of EPS per annum at an outlay of about R 260 Crores.

During the year SPL bought back 24,81,287 Equity Shares (F.V.Rs10/-each) thereby reducing number of Equity Shares from 96501958 to 94020671.

Your company holds 28936400 Equity Shares in SPL. Consequent to the above buy back, the % of holding of its paid-up Equity Capital increased to 30.78% as at 31^st March 2021 from 30.01% as at 31^st March, 2020.

SPL also has taken in hand reduction in paid up share capital from R 10/- per share to R 4/- per share without reducing the number of shares. Accordingly your Company will receive R 6/- per share for every share held by it. This is all subject to requisite approvals. SPL has also proposed final dividend @ 125%

i.e. R 12.50/- per share in its board meeting held on 30^th April, 2021 subject to the approval of shareholders which would entitle the Company to receive R 36 Crores as dividend during the year 2021-22.

SUBSIDIARY COMPANY

The Supreme Industries Overseas FZE has completed 15th years of its operation and achieved turnover of US$ 5.94 Million during the financial year 2020-21 as compared to US$ 7.53 Million during the previous year through trade partners spread over thirty plus countries mapping GCC, Africa, USA, UK, Europe & Indian-subcontinent. In spite of experiencing severe crises in global trade, new channel partners were brought into folds and specific project orders were serviced during the year. The de-growth was principally because of drop in demand and non-conclusion of project orders due to prevailing uncertainty else performance from the trade partners is exceptional under pandemic circumstances.

Supreme brand''s flair of quality, delivery and services were well acknowledged by trade partners by continuing to procure the materials in spite of all odds, ranging from disruptions in supply due to lockdowns and inordinate global shipping movements. Supreme Overseas FZE is aiming to surpass export-sales of US$10 Million during financial year 2021-22 relying on potentials of existing trade partners and continue to expand the reach of Supreme brand to new geographical territories. Project orders will have handsome share in achieving this target.

Brand promotion initiatives, offline & online, in line with pandemic directives will be executed to generate new leads to improvise geographical penetration specially the untapped markets. Identification of new product in all segments, expansion & improvement of current range, developing marketing collaterals will be the order of the day.

MATERIAL SUBSIDIARY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri B.L.Taparia, Non-Executive Director and Chairman, (DIN: 00112438) of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIESa. Board Meetings:

The Board of Directors met 5 times through virtual meetings during the year ended 31^st March, 2021, in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

(i) The Board in consultation with Nomination and Remuneration Committee has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of NonExecutive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

AUDITORS Statutory Auditors:-

The Statutory Auditors M/S Lodha & Co., Chartered Accountants having Registration No 301051E, was appointed in 74^th Annual General Meeting to hold office from the conclusion of 74^th Annual General Meeting for a term of consecutive five years till conclusion of 79^th Annual General Meeting. Their present term of appointment as Statutory Auditors will be completing on ensuing 79^th Annual General Meeting of the members of the company. M/S Lodha & Co being eligible has expressed their willingness to serve as Statutory Auditors of the company. Their re-appointment as Statutory Auditors, if approved, by the members of the Company, will take effect from the conclusion of this Annual General Meeting upto the conclusion of 84^th Annual General Meeting.

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

AUDITORS'' REPORT

Note on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Registration No: 00294) as Cost Auditor of the Company, for the financial year ending 31^st March 2022, on a remuneration as mentioned in the Notice convening the 79^th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 79^th Annual General Meeting of the Company and same is recommended for your consideration.

Cost Audit Report for the year 31^st March 2020 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31^st March 2021 the same shall be filed within prescribed time after completion of Cost Audit by Cost Auditors.

The Company has made and maintained requisite accounts and records as required to maintain Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2021

Secretarial Audit Report for the financial year ended 31^st March, 2021 issued by M/s. V. Laxman & Co, Company Secretaries in Form MR-3 forms part to this report Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

AUDIT COMMITTEE

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

REPORTING OF FRAUDS

There was an instance of fraud by way of embezzlement by an employee during the year under review involving an amount of R 40 lakhs at its manufacturing unit at Noida. The Company has taken all requisite steps and an amount of R 31 lakhs has since been recovered, R 5 lakh is under process of recovery and R 4 lakh has been provided for.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no other material changes or commitments occurring after 31^st March 2021, which may affect the financial position of the company or may require disclosure.

In view of recent surge in Covid-19 cases few states re-enforced lockdown like restrictions for a short period which currently is not expected to have any significant impact on company''s operations/ results. The company continues to remain vigilant and cautious in this regard.

IMPLEMENTATION OF SAP

This was the 3rd year of implementation of SAP a leading ERP solution which has since been rolled over from 1^st April 2018, Due to the SAP implementation various business processes such as HR, Manufacturing, Selling & Distributions and Accounts etc. have been integrated & simplified. SAP has been effectively used to enhance the productivity and efficiency of the Organization in the entire scale of operations. SAP''s various innovative functionalities are evaluated and need based developed & customised & solutions is designed to fulfil the needs of an organization.

Through Documents Management System (DMS) all the requisite documents are getting stored in the SAP system itself. The Standard Operating Procedure (SOPs) are prepared & updated from time to time for the various modules of SAP for the benefits of the users and other professionals associated with the company.

This would now facilitate in digital transformation and also help in data analytics for better decision making process.

INTERNAL FINANCIAL CONTROLS

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee as also placed before the Board for approval.

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

All transactions entered into with related parties during the year were on arm''s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended on 31^st March, 2021, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 40 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company''s website at the Link: www.supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

RISK MANAGEMENT POLICY

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Policy is available on the website of the Company i.e. www.supreme.co.in.

BUSINESS RESPONSIBILITY REPORT

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

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

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year 31^st March, 2021 is uploaded on the website of the Company and can be accessed at www. supreme.co.in.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during this challenging time. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date: 3 ^rd May, 2021

Mar 31, 2019

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

(Rs. In Crores)

Particulars	FY 2018-19	FY 2017-18
Total Income	5633	4986
Profit Before Interest, Depreciation & Tax	805	803
Interest & Financial Charges	26	21
Depreciation, Amortization and Impairment	184	167
Profit Before Tax & Exceptional Items	595	615
Exceptional Items Gain/(Loss)	82	-
Profit Before Tax	677	615
Tax Expenses	216	205
Profit After Tax	461	410
Other Comprehensive Income (Net of Taxes)	(2)	(1)
Total Comprehensive Income	459	409

DIVIDEND

Rs. in Crores

(i)

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

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

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

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

114

165

(ii)

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

199

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

OVERVIEW OF THE FINANCIAL PERFORMANCE

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Managementâs Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

CREDIT RATING

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

Total Bank Loan Facilities Rated	RS. 1760.80 crores
Long-Term Rating	CRISIL AA/Rositive (Outlook Upgraded from âStableâ and Rating Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed)

FIXED DEPOSITS

In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company has exercised the option to repay on 1st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31st March, 2014. Accordingly, the Company is not having any Fixed Deposit as on 31st March, 2019 except 7 deposits amounting to RS. 1 lacs which remained unclaimed as on 31st March, 2019.

DIRECTORSâ RESPONSIBILITY STATEMENT:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

- the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date ;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts on a going concern basis;

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

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boardsâ Report for the year ended 31st March, 2019 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 77th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associates which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Companies in the prescribed format AOC-1 is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Companies.

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

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

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

ASSOCIATE COMPANY-KUMI SUPREME INDIA PRIVATE LIMITED

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

SUBSIDIARY COMPANY

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

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

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

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

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

MATERIAL SUBSIDIARY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri S J Taparia, Executive Director, (DIN: 00112513) of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

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

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

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

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

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

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

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

Shri M P Taparia, Managing Director, Shri P C Somani, Chief Financial Officer and Shri R J Saboo, AVP (Corporate Affairs) & Company Secretary were appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013 and there is no change in the same during the year under review.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. Board Meetings:

The Board of Directors met 5 times during the year ended 31st March, 2019 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

(i) The Board in consultation with Nomination and Remuneration Committee has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

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

(ii) The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.

AUDITORS Statutory Auditors:-

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

AUDITORSâ REPORT

Note on financial statement referred to in the Auditorâs Report are self-explanatory and do not call for any further comments. The Auditorâs Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

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

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

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

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

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

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

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

Secretarial Audit Report issued by M/s. V. Laxman & Co, Company Secretaries in Form MR-3 forms part to this report Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

AUDIT COMMITTEE

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

REPORTING OF FRAUDS

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

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

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

IMPLEMENTATION OF SAP

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

INTERNAL FINANCIAL CONTROLS

Internal Auditorsâ comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

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

The details of the related party transactions are set out in Note 38 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Companyâs website at the Link: www. supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A âVigil Mechanism Policyâ for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY

Your Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entityâs objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Company consider activities at all levels of the organization, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companyâs risk management policies and systems.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Policy is available on the website of the Company.

BUSINESS RESPONSIBILITY REPORT

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

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

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

ANNUAL RETURN:

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

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from any of its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai

Date: 7th May, 2019

Mar 31, 2018

The Directors have great pleasure in presenting the 76th Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2018.

(Rs. In Crores)

Particulars	FY 2017-18	FY 2016-17
Total Income	4984	4470
Profit Before Interest, Depreciation & Tax	804	769
Interest & Financial Charges	22	30
Depreciation, Amortization and Impairment	167	154
Profit Before Tax	615	585
Provision for Current Tax	209	195
Deferred Tax	-3	11
Profit After Tax	409	379
Other Comprehensive Income (Net of Taxes)	(1)	(2)
Total Comprehensive Income	408	377

DIVIDEND

	Rs. in Crores
(i) Dividend on 12,70,26,870 Equity Shares of RS.2/- each @ 600% i.e. RS.12/-per share as under:-
(Previous year @ 750% i.e. RS.15/- per equity share (including Special Dividend @ 250% i.e. RS.5/- per share)
(a) Interim Dividend @ 150% i.e. RS.3/per share (already paid in OctobeRs.2017),	38
(b) Final Dividend recommended @ 450% i.e. RS.9/- per share	114	152
(ii) Corporate Dividend Tax as applicable (including RS.7.76 crores paid on Interim Dividend)		32 184

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

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31st March, 2018, are as follows -

The Company sold 371176 MT of Plastic goods and achieved net product turnover of RS.4826 Crores during the year under review against sales of 340906 MT and net product turnover of RS.4376 crores in the corresponding period of the previous year achieving volume & product value growth of about 9.00% and 10.00%, respectively.

Total Income and Operating Profit for the year under review amounted to RS.4984 crores and RS.804 crores respectively as compared to RS.4470 crores and RS.769 crores, in the previous financial year.

The Profit before Tax and Profit after Tax for the year under review amounted to RS.615 crores and RS.409 crores respectively as compared to RS.585 crores and RS.379 crores, in the previous financial year .

MANAGEMENT DISCUSSION AND ANALYSIS

JOINT VENTURE

The Company has entered into a Joint Venture Agreement & Business Transfer Agreement on 4th April 2018 with Kumi Kasei Co.Ltd., Japan (Kumi) and formed a joint venture company named Kumi Supreme India Private Ltd. (KSIPL). The company shall hold 20.67% share capital of JVC. The joint venture would undertake the business of manufacture and sale of injection molded plastic components for automotive application at its manufacturing unit at Khushkhera in Rajasthan (Business). The Auto Comp Business (part of Companyâs industrial Product Segment) of the designated unit is proposed to be transferred by the company as a going concern on a slump sale basis. The said unit is primarily engaged in the manufacturing of plastic components for Automotive application and forms part of Industrial Product Segment of the company. Company is not a major player in the field of Automotive Components. Further certain advanced technological enhancement is likely to be required for the Business to grow. Kumi is already a Technical collaborator of the company and has requisite skill set and technology and already catering to many international customers. Kumi wanted to have its manufacturing set up in India and proposed joint venture would be a win win situation for both the organisations. The transaction will be consummated on an armâs length basis for a consideration of approximately RS.97.15 crores plus value of Net Working Capital as on closing date subject to closing adjustments.

The JVC is a âRelated Party âunder Section 2(76) of the Companies Act, 2013 and Regulation 2(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, in the capacity of an âAssociate Companyâ of the Company, as well as by virtue of having a common director. The necessary approval is being obtained from the shareholders of the Company by means of Postal Ballot.

CREDIT RATING

The Companyâs financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL.-

Total Bank Loan Facilities Rated	RS.1760.8 crores
Long-Term Rating	CRISIL AA/Stable (Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed) RS.200 crores short term debt

FIXED DEPOSITS

In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company has exercised the option to repay on 1st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31st March, 2014. Accordingly, the Company is not having any Fixed Deposit as on 31st March, 2018 except 15 deposits amounting to RS.1.90 lacs which remained unclaimed as on 31st March, 2018.

DIRECTORSâ Responsibility Statement:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

- the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date ;

- the Directors have prepared the annual accounts on a going concern basis;

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

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boardsâ Report for the year ended 31st March, 2018 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 76th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-1 is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

The Consolidated net profit of the company and its subsidiary amounted to RS.431 crores for the financial year ended 31st March 2018 as compared to RS.428 crores for the previous financial year ended 31st March 2017.

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

During the year the Company received an aggregate Dividend of RS.4.50 per Equity Share from Supreme Petrochem Ltd (SPL) -promoted jointly by your Company and the R Raheja Group. Net revenues and net profit for the year ended 31st March, 2018 were RS.3112 crores and RS.116 crores, respectively.

SUBSIDIARY COM PANY

The Supreme Industries Overseas FZE, Sharjah UAE, a wholly owned subsidiary, having principal activity to promote globally Plastics piping products, completed Twelve year of successful operation recording net profit of AED 318,008/- during the year April 2017- March 2018.

During the year under review, Plastics Piping Division achieved export sales of US$ 7.357 million exceeding the target of 6.5 million US$ set for the year registering a growth of 48% over the previous year.

Companyâs, products are exported to twenty countries covering high value project sales into Ethiopia & Maldives and trade supplies into GCC, Iraq, East Africa, Europe, UK, Ireland, Philippines & Indian Sub-continent.

Company is projecting to grow by 50% to achieve the sales volume of US$ 11.00 million through high value project sales as well by widening the client base in existing & new geographies.

Company will continue to exhibit the products in various international exhibitions to promote the brand name & in-turn improve the export sales volume.

MATERIAL SUBSIDIARY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

Shri B.L. Taparia, Non Executive Director, Chairman (DIN No: 00112438) of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Shri M. P Taparia, Managing Director, (DIN No: 00112461) is proposed for re-appointment as Managing Director for the period of five year from 7th January, 2019 to 6th January 2024.

Shri S. J. Taparia, Executive Director, (DIN No: 00112513) is proposed for re-appointment as Executive Director for the period of five year from 7th January, 2019 to 6th January 2024.

Shri V. K. Taparia, Executive Director, (DIN No: 00112567) is proposed for re-appointment as Executive Director for the period of five year from 7th January, 2019 to 6th January 2024.

KEY MANAGERIAL PERSONNEL

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board of Directors met 5 times during the year ended 31st March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

(i) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations, ability to identify the cost benefits and implications of Board decisions etc.

AUDITORS Statutory Auditors

The Statutory Auditors M/s Lodha & Co., Chartered Accountants having Registration No 301051E, was appointed in 74th Annual General Meeting to hold office from the conclusion of 74th Annual General meeting for a term of consecutive five year till conclusion of 79th Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting). The Auditors have confirmed their eligibility to the effect that the ratification of their appointment, if made, would be within the prescribed limits of the Companies Act, 2013 and that they are not disqualified for such appointment.

AUDITORSâ REPORT

SECRETARIAL AUDIT REPORT FOR THE Year ENDED 31ST March, 2018

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s V Laxman & Co., Company Secretaries (C.P No. 744), to conduct Secretarial Audit for the financial year ended on 31st March, 2018.

material changes and commitement affecting FINANCIAL POSITION OF THE Company

There are no material changes or commitments occurring afteRs.31st March 2018, which may affect the financial position of the company or may require disclosure.

IMPLEMENTATION OF SAP

The Company has implemented SAP a leading ERP solution with effect from 1st April 2018 by switching over from existing ERF! The implementation of SAP shall integrate all the business process across the organisation. The new Regime of SAP shall bring discipline by transforming the work culture thereby bringing transparency & structured information system. The SAP implementation is under stabilization process & shall soon get established across all the activities. After full stabilization of the same it will enhance the productivity & improve efficiency of the organization in the entire gamut of activities.

INTERNAL FINANCIAL CONTROLS

Significant audit observations & corrective action suggested are presented to the Audit Committee.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

All transactions entered into with related parties during the year were on armâs length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Companyâs policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 During the financial year ended on 31st March, 2018, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 38 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Companyâs website at the Link: www. supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

RISK MANAGEMENT POLICY

Your Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entityâs objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Company consider activities at all levels of the organization, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companyâs risk management policies and systems.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Policy is available on the website of the Company.

BUSINESS RESPONSIBILITY REPORT

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

EXTRACT OF ANNUAL RETURN:

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

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from any of its subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

6. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date: 26th April 2018

Mar 31, 2017

Boards'' Report

The Directors have great pleasure in presenting the 75th Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2017.

(Rs, In Crores)

Particulars	2016-17 (12 months)	2015-16 (9 Months)
Total Income	4470	2971
Profit Before Interest, Depreciation & Tax	769	472
Interest & Financial Charges	30	29
Depreciation, Amortization and Impairment	154	105
Profit Before Tax & Exceptional Item	585	338
Exceptional Item	-	(8)
Profit Before Tax	585	330
Provision for Current Tax	195	103
Deferred Tax	11	15
Profit After Tax	379	212
Other Comprehensive Income (Net of Taxes)	(2)	(1)
Total Comprehensive Income	377	211

V in Crores

(i)

Dividend on 12,70,26,870 Equity Shares of V 2/- each @ 750% i.e. V 15/-per share (including Special Dividend @250% i.e. V 5/- per Share to commemorate the completion of 75th year of the Company) as under:-

(Previous year @ 375% i.e. V 7.50/- per equity share)

(a) Interim Dividend @ 150% i.e. V 3/per share (already paid in October 2016),

(b) Final Dividend recommended @ 600% i.e. V 12/- per share including Special Dividend @ 250% i.e. V 5/per share

152

190

(ii)

Corporate Dividend Tax as applicable (including V 8 crores paid on Interim Dividend)

229

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 31st March, 2017, are as follows -

The Company sold 340906 MT of Plastic goods and achieved net product turnover of RS, 4376 Crores during the year under review against sales of 329350 MT and net product turnover of RS, 4097 crores in the corresponding period of the previous year achieving volume & product value growth of about 4% and 7%, respectively.

Total Income and Operating Profit for the current year amounted to RS, 4470 crores and RS, 769 crores respectively as compared to RS, 2971 crores and RS, 472 crores, in the previous financial year comprising of nine months.

The Profit before Tax and Profit after Tax for the current year amounted to RS, 585 crores and RS, 377 crores respectively as compared to RS, 330 crores and RS, 211 crores, in the previous financial year comprising of nine months.

MANAGEMENT DISCUSSION AND ANALYSIS

CREDIT RATING

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

Total Bank Loan Facilities Rated	RS, 1143 crores
Long-Term Rating	CRISIL AA/Stable (Reaffirmed)
Short-Term Rating	CRISIL A1 (Reaffirmed) RS, 200 crores short term debt enhanced from RS, 125 crores.

FIXED DEPOSITS

In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company has exercised the option to repay on 1st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31st March, 2014. Accordingly, the Company is not having any Fixed Deposit as on 31st March, 2017 except 25 deposits amounting to RS, 4 lacs which remained unclaimed as on 31st March, 2017.

DIRECTORS'' RESPONSIBILITY STATEMENT:

- in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

- the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date ;

- the Directors have prepared the annual accounts on a going concern basis;

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

- the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards'' Report for the year ended 31st March, 2017 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in terms with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 75th Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-1 is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

The Consolidated net profit of the company and its subsidiary amounted to RS, 428 crores for the financial year ended 31st March 2017 as compared to RS, 220 crores for the previous financial year comprising of nine months period ended 31st March 2016.

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

During the year the Company received an aggregate Dividend of V 1 per Equity Share from Supreme Petrochem Ltd (SPL) -promoted jointly by your Company and the R Raheja Group. Net revenues and net profit for the year ended 31st March, 2017 were RS, 3224 crores and RS, 179 crores, respectively.

SUBSIDIARY COMPANY

The Supreme Industries Overseas FZE, Sharjah UAE, a wholly owned subsidiary, having principal activity to promote globally Plastics piping products, completed eleven years of successful operation recording net profit of AED 148,308 /- during the year April 2016- March 2017.

During the year under review, Plastics Piping Division achieved exports revenue of US$ 4.96 million and 2853 MT in volume by exporting products to twenty one countries covering GCC, Africa, Australia, UK, Ireland, Europe & Indian sub-continent. Sales increased by 3% in $ terms & by 7% in volume terms over the corresponding period of previous year . Overall this cycle of business was shadowed by shrinking demands from existing markets due to unstable business sentiments.

Company has made project sales to Sri Lanka & Maldives as well entered into Iraq, Cyprus, Ireland, Jordan, and Tunisia.

During the current year, company expects to grow over 20% with possible culmination of high value tender & project sales as well by enhancing the client base in existing & new geographies.

Company will continue to exhibit the products in various international exhibitions to spread the brand name & in-turn improve the export volume. All efforts will be made to enhance customer based in existing GCC & African countries as well as new business links into North Africa & erstwhile Russian countries.

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015. The Policy is uploaded on the Company''s website at www.supreme.co.in. Presently there is no material subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

Shri V.K. Taparia, Executive Director (DIN No: 00112567) of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Shri S J Taparia, Executive Director, (DIN No :00112513) of the Company who hitherto was not liable to retire by rotation is now proposed to be liable to retire by rotation pursuant to the provisions of section 152 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. Board Meetings:

The Board of Directors met 5 times during the year ended 31st March, 2017 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation:

(i) The Company has devised criteria for performance evaluation of Independent Directors, Board/ Committees, and other individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

AUDITORS Statutory Auditors

The Statutory Auditors M/s Lodha & Co., Chartered Accountants having Registration No 301051E, was appointed in 74th Annual General Meeting to hold office from the conclusion of 74th Annual General meeting for a term of consecutive five years till conclusion of 79th Annual General Meeting (subject to ratification of the appointment by the members at every Annual General Meeting). The Auditors have confirmed their eligibility to the effect that the ratification of their appointment, if made, would be within the prescribed limits of the Companies Act, 2013 and that they are not disqualified for such appointment.

AUDITORS'' REPORT

SECRETARIAL AUDIT REPORT FOR THE PERIOD ENDED 31ST MARCH, 2017

Secretarial Audit Report issued by M/S V. Laxman & Co, Company Secretaries in Form MR-3 forms part to this report Annexure V.

The said report does not contain any observation or qualification requiring explanation or adverse remark.

MATERIAL CHANGES AND COMMITEMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments occurring after 31st March 2017, which may affect the financial position of the company or may require disclosure.

IMPLEMENTATION OF SAP

The Company has decided to switch over from existing ERP to SAP which is the leading ERP solution worldwide. The process of implementation of the SAP is expected to begin soon. The implementation of SAP shall integrate all the business process across the organization.

ROLL OUT OF GST MODEL LAW

In view of impending Roll out of GST with effect from 1st July 2017, the company is gearing up to get itself to the tune of the new GST frame work which will not only lead to change in the indirect tax structure but shall also lead to the change in the business process/ functions. The Company has already obtained the provisional registration in respect of all its units across the country. It has also started creating awareness amongst the Marketing teams of various business segments, its vendors and customers. The company is also in the process of drawing implementation plan to get fully prepared & equipped under new regime.

INTERNAL FINANCIAL CONTROLS

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

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

& Regulation 23 of (SEBI Listing Obligations and Disclosure

Requirements) Regulations, 2015 During the financial year ended on 31st March, 2017, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 39 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company''s website at the Link: www.supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has complied with the provisions of section 185 & 186 of the Act to the extent applicable, with respect to the loans and investments made.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY

Your Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. We consider activities at all levels of the organization, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment;

(2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company''s enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Policy is available on the website of the Company.

BUSINESS RESPONSIBILITY REPORT

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

EXTRACT OF ANNUAL RETURN:

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

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

4. Neither the Managing Director nor the Whole Time Directors of the Company received any remuneration or commission from any of its subsidiary.

5. No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

6. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai

Date: 28th April 2017

1. CONSERVATION OF ENERGY

The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related parameters on regular basis.

The Company is committed to transform energy conservation into a strategic business goal fully along with the technological sustainable development of Energy Management System. It is putting best Endeavour to reduce energy consumption in all its operations and activities.

To achieve above objectives the following steps are being undertaken by the Company:-

1 Continuously monitoring the energy parameters such as maximum demand, power factor, load factor, TOD tariff utilization on regular basis.

2 Continuously replacing the inefficient equipment''s with latest energy efficient technology & up gradation of equipment''s continually.

3 Increasing the awareness of energy saving within the organization to avoid the wastage of energy.

4 To enhance utilization of Renewable Energy Resources.

5 Achieving the power factor near to unity in all plants by the effective reactive energy management.

6 To reduce the Green House Emission by improving energy efficiency at all plants.

7 Conducting Power Quality Audit at several locations.

8 Reduction of Fuel consumption of boiler by efficient maintenance thereof.

9 Exploring the feasibility of utilization of Solar Power at Plant locations wherever possible.

10 Installed roof-top solar power plant at Jalgaon, khopoli & Gadegaon. Trial for ground mountaineer solar power plant is in execution stage at Gadegaon & further exploring the feasibility of utilization of Solar Power at other locations.

11 Noida & Khushkhera plants are certified for ISO-50001 Energy Management System.

2. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

A. RESEARCH & DEVELOPMENT (R&D)

On-going study in the following areas to reduce cost of conservation and improve the quality.

- Evaluation of the alternative materials or additives to reduce the cost of raw material.

- Improving the output / input ratio to gain maximum finished products from per kg. Raw material.

- Modify the mould and dies to improve the cycle time to get higher production from the same machine.

- To modify the process parameters to improve the quality.

- Expenditure on R & D: Not significant.

B. TECHNOLOGY ABSORPTION

- The Company has renewed its agreement with M/s. Wavin Overseas B.V., Netherlands for its Plastic Piping Division.

- The Company has taken technical knowhow for manufacture of Cross Laminated films and products from Mr. Ole-Bendt Rasmussen, Switzerland and the technology is fully absorbed. The exclusive rights granted to the company to manufacture and sell XF products in entire South Asia has now been further extended to the whole world.

- The company''s collaborator has developed Cross line Bonded Film and Cross Plastics Film, which are next generation Film having superior properties. The exclusive rights granted to the Company to manufacture and sell products developed from new technologies in India and SAARC countries have now been extended to the whole world (excluding the Rights of existing licenses).

- The company has also entered into Technical License Agreement with Kumi Kasai Co of Japan for Auto Components manufacturing for Honda Motors.

By order of the Board

R. J. Saboo

AVP (Corporate Affairs) & Company Secretary

Registered Office

612, Raheja Chambers,

Nariman Point, Mumbai 400 021

Dated : 28th April, 2017.

Jun 30, 2015

Dear Members,

The Directors have great pleasure in presenting the 73rd Annual Report together with the Audited Financial Statements for the financial year ended 30th June, 2015.

FINANCIAL RESULTS (Rs. in lacs)

Current Previous Year Year

Total Income (net) 426144.95 397234.36

Profit before interest, depreciation and tax 67264.71 59902.51

Interest and financial charges 5794.98 7614.04

Depreciation, Amortization and Impairment 13895.05 10153.95

Profit Before Tax 47574.68 42134.53

Provision for Current Tax 17767.22 11387.94

Deferred Tax (1763.22) 2609.95

Net Profit available for Appropriation 31570.68 28136.63

Appropriation:

Interim Dividend 2540.54 2540.54

Proposed (final) Dividend 8891.88 7621.61

Tax on Dividend 1777.85 1727.05

Transferred to General Reserve 17852.45 16247.43

31570.68 28136.63

DIVIDEND

(i) Dividend on 12,70,26,870 Equity Shares of Rs. 2/- each @ 450% i.e. Rs. 9/- per share (Previous year on 12,70,26,870 Equity Shares of Rs. 2/- each @ 400% i.e. Rs. 8/- per share)

(a) Interim Dividend @ 100% i.e. Rs. 2/- per share (already paid in January 2015) 2540.54

(b) Final Dividend recommended @ 350% i.e. Rs. 7/- per share 8891.88 11432.42

(ii) Corporate Dividend Tax as applicable (including Rs. 507.96 Lacs paid on Interim Dividend) 2285.81

13718.23

OVERVIEW OF THE FINANCIAL PERFORMANCE

The financial performance highlights for the year ended 30th June, 2015, are as follows -

* The Company sold 3,01,930 MT of Plastic goods and achieved net product turnover of Rs. 3,918.47 crores during the current year against sales of 2,75,463 MT and net product turnover of Rs. 3,672.74 crores in the previous year achieving volume & product value growth of about 10% and 7% respectively.

* Total Income and Operating Profit for the year (excluding construction business) amounted to Rs. 4,115.36 crores and Rs. 570.77 crores, as compared to Rs. 3,901.70 crores and Rs. 552.86 crores, for the previous year, recording an increase of 5 % and 3 % respectively.

* Company has sold 81,831 sq.ft saleable area at an aggregate consideration of Rs. 139.31 crores during the year under review.

* The Profit before Tax and Profit after Tax, for the year amounted to Rs. 475.75 crores and Rs. 315.71 crores, as compared to Rs. 421.35 Crores and Rs. 281.37 Crores, for the previous year, recording an increase of 13 % and 12 % respectively.

FINANCIAL YEAR

Pursuant to the Section 2(41) of the Companies Act, 2013, the Company shall be adopting April-March as its Financial Year from 2015-16 instead of July-June which was followed hitherto. Consequently the current financial year shall be for a period of Nine months only from 1st July, 2015 to 31st March, 2016.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management's Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

CREDIT RATING

The Company's financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL.

Total Bank Loan Facilities Rs. 10478 Million (Enhanced Rated from Rs. 10153 Million)

Long-Term Rating CRISIL AA/Stable

Short-Term Rating CRISIL A1 (Reaffirmed)

CRISIL has upgraded its rating on the Long Term Bank Facilities to "CRISIL AA Stable" from "CRISIL AA- Positive". The rating for Company's Short Term Banking facilities and programme has been reaffirmed at "CRISIL A1 ".

FIXED DEPOSITS

In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company has exercised the option to repay on 1st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31st March 2014. Accordingly, the Company is not having any Fixed Deposit as on 30th June, 2015 except 46 deposits amounting to Rs. 6.35 lakhs which remained unclaimed as on 30th June, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 30th June, 2015 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures from the same;

b. the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June, 2015 and of the profit of the Company for the year ended on that date ;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - I to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure- II to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 30th June, 2015 is given in the separate Annexure of this Report.

The Annual Report excluding the aforesaid Annexure is being sent to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 73rd Annual General Meeting and up to the date of the ensuing Annual General Meeting during the business hours on working days.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company & its subsidiary & associate which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statement of Subsidiary Company & Associate Company in the prescribed format AOC-1is annexed herewith as Annexure - III to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company & Associate Company.

In accordance with Section 136 of the Companies Act, 2013 the Audited Financial Statements, including the consolidated financial statements & related information of the Company & Audited Accounts of its Subsidiary Company are available on the website www.supreme.co.in. These documents will also be available for inspection during business hours at the Registered office of the company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the company.

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

ASSOCIATE COMPANY - SUPREME PETROCHEM LIMITED (SPL)

The Board of Directors of Supreme Petrochem Ltd (SPL) - promoted jointly by your Company and the R Raheja Group has recommended a dividend of Rs. 1.50 per Equity Share of Rs. 10 each for the year ended June 30, 2015. Net revenues and net profit for the year were Rs. 2652.54 crores and Rs. 35.70 crores, respectively.

SUBSIDIARY COMPANY

The Supreme Industries Overseas FZE, Sharjah, UAE, a wholly owned subsidiary, has its' principal activity to promote globally Plastics piping Systems, has completed nine year of successful operation recording net profit of AED 202779/- during the year 2014-15 up from AED 131551/- of previous year.

During the year 2014-15 exports of Plastics piping division has grown by 3.86 % in value terms amounting to US$ 5.12 Million & 7.39 % in volume terms weighing 2894 MT. During the year 2014-15 company secured twenty eight projects order from Sri- Lanka, Maldives, UAE & entered into new territory of Iraq & Malawi while adding ten new customers into its fold. Currently products are exported to twenty one countries covering GCC, Iraq, Africa, Australia, UK, Germany & Indian sub-continent.

During the year July 2015 - March 2016 Company has ambitious plan to achieve growth of 25% by increasing the client base as well expanding the geographical reach.

Company will continue exhibit the products in various international exhibitions to spread the brand name & in turn improve the export volume.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Ramanathan Kannan and Shri Rajeev M. Pandia have been appointed as an Additional Independent Directors of the Company, with effect from 17th September 2014 under Section 161 of the Companies Act, 2013 & pursuant to the provisions of Article 94 of the Articles of Association of the Company. Shri R. Kannan and Shri Rajeev M. Pandia will hold office up to the date of the forthcoming Annual General Meeting and being eligible, offer themselves for appointment as Independent Directors of the Company.

In terms of Section 149,152, Schedule IV & other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri Ramanathan Kannan & Shri Rajeev M. Pandia- Directors of your company for a term of 5 (five) consecutive years commencing from 16th September, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

The Members approval is sought under Section 196(3) of the Companies Act, 2013, for continuation of Shri M. P Taparia as Managing Director and Shri S. J. Taparia as Executive Director upto 6th January, 2019. The continuation is on the same terms and conditions including remuneration as approved by the Members at the Annual General Meeting held on 17th September, 2013.

Shri V. K. Taparia Executive Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Shri M P Taparia, Managing Director, Shri P C Somani, Chief Financial Officer and Shri R J Saboo, AVP (Corporate Affairs) & Company Secretary were appointed as Key Managerial Personnel of your Company, in accordance with the provisions of Section 203 of the Companies Act 2013.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings :

The Board of Directors met 5 times during the financial year ended 30th June 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details thereof are given in the Corporate Governance Report.

b. Board Performance Evaluation :

(i) The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations, ability to identify the cost benefits and implications of Board decisions etc.

The performance evaluation of the independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors were carried out by the independent Directors at its separate meetings held on 24th April 2015 & 20th June 2015. The Directors expressed their satisfaction with the evaluation process.

(ii) The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel are annexed herewith as Annexure IV (A) & Annexure IV (B) to this Report.

AUDITORS

M/s Chhogmal & Co, Chartered Accountants (Firm Registration Number: 101826W), the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 139(1) of the Companies Act, 2013.

AUDITORS' REPORT

Note on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 30th JUNE 2015

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has appointed M/s V Laxmans & Co., Company Secretaries (C.P No. 744), to conduct Secretarial Audit for the financial year 2014-15.

Secretarial Audit Report issued by M/s V Laxman & Co., Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report Annexure V. The said report does not contain any observation or qualification requiring explanation or adverse remark.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments occurring after 30th June, 2015, which may affect the financial position of the Company or may require disclosure.

INTERNAL FINANCIAL CONTROLS

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitors & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective action in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial year 2014-2015, your company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014 which were in the ordinary course of business & on arms' length basis & in accordance with the provisions of the Companies Act,2013, Rules issued thereunder & clause 49 of the Listing Agreement. During the financial year 2014-2015, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard-18 are set out in Note 44 to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to section 134 (3) (h) of the Companies Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure VI to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company's website at the Link : www.supreme.co.in

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The company has not given any loans, directly or indirectly or guarantees or provided any security or made any investments covered under section 186 of the Companies Act, 2013.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

A "Vigil Mechanism Policy" for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help achieve stated objectives. The entity's objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. We consider activities at all levels of the organisation, viz Enterprise level, Division level, Business unit level and Subsidiary level, in Risk Management framework. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces.

The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. (Annexure VII)

The policy is available on the website in the link:http://www. supreme.co.in/images/pdf/Corporate-Social-Responsibility- (CSR)-Policy.pdf

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

EXTRACT OF ANNUAL RETURN:

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

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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (sweat equity shares) to employees of the Company under ESOS .

4. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia Chairman

Place: Mumbai Date: 24th July, 2015

CIN L35920MH1942PLC003554 TEL No. 022-22851656/1159/60 Fax No. 022-22851657

E-mail: [email protected] website: www.supreme.co.in

Jun 30, 2014

Dear Members,

The Directors have great pleasure in presenting the 72nd Annual Report together with the Audited Financial Statements for the financial year ended 30th June 2014.

FINANCIAL RESULTS (Rs. in lacs)

Current Year Previous Year

Total Income (net) 397234.36 340696.61

Profit before interest, depreciation and tax 59902.51 53939.82

Interest and financial charges 7614.04 5234.61

Depreciation, Amortization and Impairment 10153.95 8170.88

Profit Before Tax 42134.52 40534.33

Provision for Current Tax 11387.94 12560.00

Deferred Tax 2609.95 739.35

Net Profit available for Appropriation 28136.63 27234.98

Appropriation:

Interim Dividend 2540.54 2540.54

Proposed (final) Dividend 7621.61 6986.48

Tax on Dividend 1727.05 1599.49

Transferred to General Reserve 16247.43 16108.47

28136.63 27234.98

DIVIDEND

Rs. Rs.

(i) Dividend on 12,70,26,870 Equity Shares ofRs. 2/- each @ 400% i.e. Rs. 8/- per share 1016214960 (Previous year on 12,70,26,870 Equity Shares of Rs. 2/- each @ 375% i.e. Rs. 7.50 per share)

(a) Interim Dividend @ 100% i.e. Rs. 2/- per share (already paid in January 2014), 254053740

(b) Final Dividend recommended @ 300% i.e. Rs. 6/- per share 762161220

(ii) Corporate Dividend Tax as applicable (includingRs. 4,31,76,434/- paid on Interim Dividend) 172705733

1188920693

MANAGEMENT DISCUSSION AND ANALYSIS

The management''s Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

FIXED DEPOSITS

In accordance with the terms and conditions governing the Fixed Deposit Scheme, the Company has exercised the option to repay on 1st April, 2014, all the Fixed Deposits with accrued interest as at the end of 31st March 2014. Accordingly, the Company is not having any Fixed Deposit as on 1st April, 2014 except 78 deposits amount to R 11.97 lakhs which remained unclaimed as on 30th June, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors to the best of their knowledge & belief confirm that : i. In the preparation of the annual accounts, the applicable accounting standards have been followed; ii. Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2014 and of the Profit of the Company for that period; iii. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the Company.

SUPREME PETROCHEM LIMITED (SPL)

The Board of Directors of Supreme Petrochem Ltd (SPL) - promoted jointly by your Company and the R Raheja Group has recommended a dividend of t 1.50 per Equity Share of Rs. 10 each for the year ended June 30, 2014. Net revenues and net profit for the year were Rs. 3264.29 crores and Rs. 30.58 crores, respectively.

SUBSIDIARY COMPANY

The Supreme Industries Overseas (FZE), a wholly owned subsidiary of the Company incorporated in SAIF Zone, UAE continues to support company''s plans to increases exports in Gulf and Middle East countries. In spite of negative sentiments and slowdown in construction activity globally, it has managed to secure growth during the year under review, in exports of piping system. It has presence in more than 19 countries in the region and customers are being well serviced by the company. This company has made a profit of AED 1,31,551/- equivalent to Rs. 21.61 lacs during the year.

Company will continue to participate in various international exhibitions to spread & improve the brand name and in turn expand the export volume.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements form part of this Annual Report.

The Ministry of Corporate Affairs (MCA) vide its Circular No. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries, in their annual reports subject to fulfillment of certain conditions prescribed. Accordingly the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. The summary of the key financials of the Company''s subsidiary is included in this annual report.

The Annual Accounts of the subsidiary company are open for inspection by any Member and the Company will make available a copy of these documents / details upon request by any Member of the Company interested in obtaining the same.

DIRECTORS

Shri B. L. Taparia and Shri H. S. Parikh, Directors of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offer themselves for re-appointment.

Smt. Rashna Khan, has been appointed as an Additional Independent Director of the Company, pursuant to the provisions of Article 94 of the Articles of Association of the Company. This will fulfill the requirement of having a Woman Director on the Board of Directors under the Companies Act, 2013. She will hold the office upto the date of the forthcoming Annual General Meeting and being eligible, offers herself as an Independent Director of the Company.

Shri V K. Taparia, Executive Director, of the company who hitherto was not liable to retire by rotation is now proposed to be liable to retire by rotation pursuant to the provisions of section 152 of the Companies Act, 2013.

In terms of Section 149,152, Schedule IV & other applicable provisions, if any, of the Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of upto five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri S. R. Taparia, Shri B. V. Bhargava, Shri Y. P. Trivedi & Shri N. N. Khandwala- Directors of your company for a term of 5 (five) consecutive years commencing from 17th September 2014.

The Company has received requisite notices in writing from members proposing Shri S. R. Taparia, Shri B. V. Bhargava, Shri Y. P. Trivedi & Shri N. N. Khandwala as Independent Directors.

The Company has received declarations from all the above Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under sub-section (6) of the Companies Act,2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS

M/s. Chhogmal & Co., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013.

COST AUDITORS

The Board of Directors at their meeting held on 17th September, 2013, has appointed M/s. Kishore Bhatia & Associates, as the Cost Auditors, to conduct the audit of cost records in respect of plastics products for the year 2013-14.

The Cost Audit Report for the financial year 2012-13 has been filed within a prescribed time limit.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date : 21st July, 2014

Jun 30, 2013

The Directors have great pleasure in presenting the 71st Annual Report together with the Audited Financial Statements for the financial year ended 30th June, 2013.

1. FINANCIAL RESULTS

(Rs.in lacs) Current Year Previous Year

Total Income (net) 340696.61 293847.01

Profit before interest, depreciation and tax 53939.82 48281.54

Interest and financial charges 5234.61 5479.67

Depreciation, Amortization and Impairment 8170.88 7246.28

Profit Before Tax 40534.33 35555.59

Provision for Current Tax 12560.00 11131.98

Deferred Tax 739.35 372.02

Net Profit available for Appropriation 27234.98 24051.59

Appropriation:

Interim Dividend 2540.54 1905.40

Proposed (final) Dividend 6986.48 5716.21

Tax on Dividend 1599.49 1236.41

Transferred to General Reserve 16108.47 15193.57 27234.98 24051.59

2. DIVIDEND

vv

(i) Dividend on 12,70,26,870 Equity Shares of R 2.00 each @ 375% i.e. R 7.50 per share 95,27,01,525

(Previous year on 12,70,26,870 Equity Shares of R 2.00 each @ 300% i.e. R 6.00 per share) as under:

(a) Interim Dividend @ 100 % i.e. R 2.00 per share (already paid in February 2013), 25,40,53,740

(b) Final Dividend recommended @ 275% i.e. R 5.50 per share 69,86,47,785

(ii) Corporate Dividend Tax as applicable (including R 4,12,13,868/- paid on Interim Dividend) 15,99,49,059

1,11,26,50,584

3. MANAGEMENT DISCUSSION AND ANALYSIS

The management ''s Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

4. FIXED DEPOSITS

The amount of Fixed Deposits has decreased from R 1745.41 lacs to R 365.19 lacs. Out of deposits which matured during the year, 135 deposits amounting to be R 22.75 lacs remained unclaimed as on 30th June, 2013 of which R 1.30 lacs have since been renewed / refunded.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2013 and of the Profit of the Company for that period;

c) proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going concern basis.

6. CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Annual Report.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

8. PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the DirectorsÂ Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the DirectorsÂ Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the Company.

9. SUPREME PETROCHEM LTD (SPL)

SPL - jointly promoted by your Company and the R Raheja Group - has reported revenues and net profits of R 2968.18 crores and R 72.82 crores respectively for the year ended June 30, 2013. Its Board of Directors has recommended a dividend of R 2.50 per equity share of R10 each.

The first phase of debottlenecking of the Polystyrene (PS) plant to increase the proportion of value added grades by 40,000 TPA with the overall PS installed capacity of 2,72,000 TPA was completed in August 2012 while the gas based Captive Power Plant of 4000 KVA was commissioned in September 2012.

10. SUBSIDIARY COMPANY

The Supreme Industries Overseas FZE, Sharjah, UAE, a wholly owned subsidiary, has completed seventh year of operation recording net profit of AED 73,342/- equivalent to R 11.92 lakhs during the year 2012-13.

Principal activity of this enterprise is to promote globally Plastics piping Systems manufactured by the Company.

During the year 2012-13 export of Plastics piping division has continued to grow scaling US$ 4.51 million in-spite of dull business climate in the overseas market.

Recessionary trends in Europe during the whole of last year, depreciation of U$ during the last quarter, political disturbances in upper Gulf has dampened the growth.

In the year 2012-13 company managed to secure projects in Sri-Lanka while added new customer to its fold. Currently products are exported to fifteen prime countries covering GCC, Africa, Australia, UK, Germany & Indian sub-continent.

Company has secured product licenses to sale product in overseas market & initiated a process to obtain valuable product certification through internationally recognized certifying bodies. This reflects companyÂs commitment towards the supply of quality products while improving the brand image.

During the year 2013-14 company is projecting to achieve export over of US$ 6.0 Million by increasing the client base as well expanding the geographical reach. Company has decided to exhibit the products in various international exhibitions to spread the brand name & in turn improve the export volume.

11. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements form part of this Annual Report.

The Ministry of Corporate Affairs (MCA) vide its Circular No. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries, in their annual reports subject to fulfillment of certain conditions prescribed. Accordingly the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. The summary of the key financials of the CompanyÂs subsidiary is included in this annual report.

The Annual Accounts of the subsidiary company are open for inspection by any Member and the Company will make available a copy of these documents / details upon request by any Member of the Company interested in obtaining the same.

12. DIRECTORS

Shri H. S. Parikh and Shri Y. P. Trivedi, Directors of the Company retire by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for re-appointment.

13. AUDITORS

M/s. Chhogmal & Co., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

14. COST AUDITORS

The Board of Directors at their meeting held on 17th September, 2012, has appointed M/s. Kishore Bhatia & Associate, as the Cost Auditors, to conduct the audit of cost records in respect of plastics products for the year 2012-13.

The Cost Audit Report for the financial year 2012-13 would be filed by the Company with the Central Government within a prescribed time.

15. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date: 18th July, 2013

Jun 30, 2012

The Directors have great pleasure in presenting the 70th Annual Report together with the Audited Financial Statements for the financial year ended 30th June 2012.

1. FINANCIAL RESULTS

(Rs in lakhs)

Current Year Previous Year

Total Income (net) 297621.98 247868.06

Profit before interest, depreciation and tax 48241.54 36709.23

Interest and financial charges 5479.67 4250.19

Depreciation, Amortization and Impairment 7246.28 6188.62

Profit Before Tax 35555.59 26270.42

Provision for Current Tax 11131.98 7804.00

Deferred Tax 372.02 969.42

Net Profit available for Appropriation 24051.59 17497.00

Appropriation:

Interim Dividend 1905.40 1651.35

Proposed (final) Dividend 5716.21 3810.80

Tax on Dividend 1236.41 892.48

Transferred to General Reserve 15193.56 11142.37

24051.59 17497.00

2. DIVIDEND

Rs Rs (i) Dividend on 12,70,26,870 Equity Shares of Rs 2/- each 76,21,61,220 @ 300% i.e. Rs 6/- per share

(Previous year on 12,70,26,870 Equity Shares of Rs 2/- each @ 215% i.e. Rs 4.30 per share)

Interim Dividend @ 75% i.e. Rs 1.50 per share 19,05,40,305 (already paid in February 2012)

Final Dividend recommended @ 225% i.e. 57,16,20,915 Rs 4.50 per share

(ii) Corporate Dividend Tax as applicable (including 12,36,41,604 Rs. 3,09,10,401/- paid on Interim Dividend)

88,58,02,824

3. MANAGEMENT DISCUSSION AND ANALYSIS

The management 's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

FIXED DEPOSITS

The amount of Fixed Deposits has decreased from Rs 2635.18 lakhs to Rs 1745.41 lakhs. Out of deposits which matured during the year, 272 deposits amounting to be Rs 43.37 lakhs remained unclaimed as on 30th June, 2012 of which Rs 4.70 lakhs have since been renewed/refunded.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors to the best of their knowledge and belief confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed;

II. appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2012 and of the Profit of the Company for that period;

III. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

5. CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Annual Report.

6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

7. PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the Company.

8. SUPREME PETROCHEM LIMITED (SPL)

The Board of Directors of Supreme Petrochem Ltd (SPL) - promoted jointly by your Company and the R Raheja Group has recommended a dividend of Rs 1.40 per equity share of Rs10 each for the year ended June 30, 2012. Net revenues and net profit for the year were Rs 227.67 Crores and Rs 31.37 Crores respectively.

The new plants for Expandable Polystyrene (including Cup Grade EPS) commenced commercial production from February, 2012. SPL's total installed capacity for EPS thus stands at 72,100 TPA considering its plant sites in Maharashtra and Tamil Nadu and is the largest in the country.

The debottlenecking of the existing Polystyrene lines to increase the production capacity of premium value added grades by 50000 TPA within the overall capacity of 272000 TPA is progressing as per schedule and is likely to be completed by the quarter ended December 31, 2012.

The environment clearance for the 4000 KVA Captive Gas Engine Power plant has been received. Consent to operate is awaited from Maharashtra Pollution Control Board. The plant is expected to start by September 2012.

9. SUBSIDIARY COMPANY

The Supreme Industries Overseas (FZE), a wholly owned subsidiary of the Company incorporated in SAIF Zone, UAE is continue to support company's plans to increases exports in Gulf and Middle East countries. In spite of negative sentiments and slowdown in construction activity globally, it has managed to secure growth during the year under review, though marginally, in exports of piping system. It has presence in more than 17 countries in the region and customers are being well serviced by the company. This company has made a loss of AED 29,579 during the year.

10. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements form part of this Annual Report.

The Ministry of Corporate Affairs (MCA) vide its Circular No. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries, in their annual reports subject to fulfillment of certain conditions prescribed. Accordingly the Balance Sheet, Profit & Loss Account and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company. The summary of the key financials of the Company's subsidiary is included in this annual report.

The Annual Accounts of the subsidiary company are open for inspection by any Member and the Company will make available a copy of these documents / details upon request by any Member of the Company interested in obtaining the same.

11. DIRECTORS

Shri B. V. Bhargava and Shri S. R. Taparia, Directors of the Company retire by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for re-appointment.

12. AUDITORS

M/s. Chhogmal & Co., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

13. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Place: Mumbai B L Taparia

Date: 20h July, 2012 Chairman

Jun 30, 2011

Dear Members,

The Directors have great pleasure in presenting the 69th Annual Report together with the Audited Financial Statements for the financial year ended 30th June 2011.

FINANCIAL RESULTS

(Rs. in lakhs)

Current Year Previous Year

Total Income (net) 247868.06 202195.31

Profit before interest, depreciation and tax 36709.23 30556.29

Interest and financial charges 4250.19 3302.71

Depreciation, Amortization and Impairment 6188.62 5292.04

Profit before Tax 26270.42 21961.54

Provision for Current Tax 7804.00 6932.70

Deferred Tax 969.42 556.30

Excess provision of earlier years w/back - -10.48

Net Profit available for Appropriation 17497.00 14883.02

Appropriation:

Interim Dividend 1651.35 1270.27

Proposed (final) Dividend 3810.80 3302.70

Tax on Dividend 892.48 764.42

Transferred to General Reserve 11142.37 9145.63

17497.00 14483.02

DIVIDEND

Rs. Rs.

(i) Dividend on 12,70,26,870 Equity Shares ofRs. 2/- each @ 215% i.e. Rs. 4.30 per share 54,62,15,541 (Previous year on 2,54,05,374 Equity Shares ofRs. 10/- each @ 180% i.e. Rs. 18.00 per share)

(a) Interim Dividend @ 65% i.e. Rs. 1.30 per share (already paid in February 2011) 16,51,34,931

(b) Final Dividend recommended @ 150% i.e. Rs. 3.00 per share 38,10,80,610

(ii) Corporate Dividend Tax as applicable (including Rs. 2,74,26,848/- paid on Interim 8,92,47,650 Dividend)

63,54,63,191

SUB-DIVISION OF EQUITY SHARES

Pursuant to the approval of the Shareholders, at the 68th Annual General Meeting of the Company, held on 14th September, 2010, the nominal face value of Equity Shares of the Company was sub-divided from Rs. 10/- each to Rs. 2/- each with effect from 19th October, 2010. Accordingly, the Equity Share Capital of the Company consisting of 2,54,05,374 Equity Shares of Rs. 10/- (F.V.) each fully paid-up was sub-divided into 12,70,26,870 Equity Shares of Rs. 2/- (F.V.) each fully paid-up.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

FIXED DEPOSITS

The amount of Fixed Deposits has decreased from Rs. 3929.67 lakhs to Rs. 2635.18 lakhs. Out of deposits which matured during the year, 289 deposits amounting to be Rs. 52.86 lakhs remained unclaimed as on 30th June, 2011 of which Rs. 6.30 lakhs have since been renewed/refunded.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors to the best of their knowledge and belief confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2011 and of the Profit and Loss Account for the year ended June 30, 2011;

iii. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the Company.

SUPREME PETROCHEM LIMITED (SPL)

Supreme Petrochem Limited (SPL) promoted jointly by your Company and R. Raheja Group has declared a dividend of Rs. 2.80 per equity share of Rs. 10 each (F.V.) for the year ended 30th June, 2011. Net revenues of the company for the year were Rs. 1943.49 crores while net profit was Rs. 87.69 crores.

Project for Expandable Polystyrene (EPS) including Cup Grade EPS with a total capacity of 44,400 TPA is mechanically complete and trial runs have commenced.

Speciality Polystyrene and Compounding capacity has been increased to 30,000 TPA.

SUBSIDIARY COMPANY

The Supreme Industries Overseas (FZE), a wholly owned subsidiary of the Company incorporated in SAIF Zone, UAE is supporting well in increasing company's exports in Gulf and Middle East countries. After two consecutive cycle of de-growth, exports in those region have increased by 12% in value and 14% in volume during the year under review. It has presence in more than 17 countries in the region and customers are being well serviced by the company. This company has made a nominal loss of AED 8623 during the year.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements form part of this Annual Report.

The Ministry of Corporate Affairs (MCA) vide its Circular No. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to companies from attaching the accounts of their subsidiaries, in their annual reports subject to fulfillment of certain conditions prescribed. Accordingly the Balance Sheet, Profit & Loss Account and other documents of the subsidiary company is not being attached with the Balance Sheet of the Company.

The Annual Accounts of the subsidiary company are open for inspection by any Member and the Company will make available a copy of these documents / details upon request by any Member of the Company interested in obtaining the same.

DIRECTORS

Shri E. B. Desai, a sitting member of the Board of Directors of the Company passed away on 24th December, 2010. The Board of Directors express its profound sorrow at the sad demise of Shri E. B. Desai and record its appreciation for valuable contribution made by him during the tenure of his office, in setting up policies conducive to the growth and successful working of the Company.

Shri B. L. Taparia and Shri H. S. Parikh, Directors of the Company retire by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Chhogmal & Co., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co- operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai

Date: 25h July, 2011

Jun 30, 2010

The Directors have great pleasure in presenting the 68th Annual Report together with the Audited Financial Statements for the 2 financial year ended 30th June 2010.

FINANCIAL RESULTS

( in lakhs)

Current Year Previous Year

Total Income (net) 202195.31 166097.40

Profit before interest, depreciation and tax 30556.29 24698.97

Interest and financial charges 3302.71 5456.03

Depreciation, Amortization and Impairment 5292.04 5253.09

Profit before Tax and Exceptional Income 21961.54 13989.85

Exceptional Income -- 622.76

Profit Before Tax 21961.54 14612.61

Provision for Current Tax 6932.70 3554.00

Deferred Tax 556.30 1200.00

Fringe Benefit Tax -- 120.00

Excess provision of earlier years w/back -10.48 --

Net Profit available for Appropriation 14483.02 9738.61

Appropriation:

Interim Dividend 1270.27 -

Proposed (final) Dividend 3302.70 3048.64

Tax on Dividend 764.42 518.12

Transferred to General Reserve 9145.63 6171.85

14483.02 9738.61

DIVIDEND

(i) Dividend on 2,54,05,374 Equity Shares of I 10 each @ 180% 45,72,96,732 i.e. 18/- per share as follows

(Previous year on 2,54,05,374 Equity Shares of I 10/- each @ 120% i.e. 12.00 per share)

a) Interim Dividend @ 50% i.e. I 5/- per share (already paid in January 2010) 12,70,26,870

b) Final Dividend recommended @ 130% i.e. I 13/- per share 33,02,69,862

(ii) Corporate Dividend Tax as applicable (including I 2,15,88,217/- paid on 7,64,41,913 Interim Dividend) 53,37,38,645

SUB-DIVISION OF EQUITY SHARES

Presently the Equity Share Capital of the Company consists of 2,54,05,374 Equity Shares of I 10/- (F.V.) each, fully paid-up. Your Directors have pleasure in recommending sub-division of each Equity Share into 5 Equity Shares of I 2/- ( F. V. ) each.

MANAGEMENT DISCUSSION AND ANALYSIS

The managementÃs Discussion and Analysis of operations for the year under review, as stipulated under Clause 49 of the listing agreement with the stock exchanges, is provided in annexure attached to this report.

FIXED DEPOSITS

The amount of Fixed Deposits has increased from I 3415.29 lakhs to I 3929.67 lakhs. Out of deposits which matured during the year, 302 deposits amounting to be I 60.05 lakhs remained unclaimed as on 30th June, 2010 of which I 5.80 lakhs have since been renewed/refunded.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors to the best of their knowledge and belief confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2010 and of the Profit and Loss Account for the year ended June 30, 2010;

iii. proper and sufficient care has been taken 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. the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors Report is being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the Company.

SUPREME PETROCHEM LIMITED (SPL)

Supreme Petrochem Ltd. (SPL) promoted jointly by your Company and the R Raheja Group completed the project for increasing the installed capacity of the Expandable Polystyrene (EPS) plant at Chennai to 27700 TPA in June 2010. Optimum capacity utilization is expected by October 2010.

Commercial production of Extruded Polystyrene (XPS) commenced from August 2009.

Agreements for gas transmission and allocation have been signed with GAIL and gas pipeline for gas delivery have been laid at plant site in Maharashtra. This will enable SPL to set up a gas engine based captive plant of 3500 KVA to act as a buffer against power shortages and help in cost reduction.

The project for expansion of compounded plastic capacity to 33580 TPA from 25000 TPA is in progress and scheduled for completion in 2010.

The work for setting up EPS manufacturing facility as also the cup grade EPS facility with technology from NOVA Chemicals Inc USA is making good progress. Commercial production is expected in the first quarter of 2011.

SUBSIDIARY COMPANY

With a view to expand its business in Gulf Countries, the Company has promoted The Supreme Industries Overseas (FZE), a wholly owned subsidiary of the company incorporated in SAIF zone, UAE by investing a sum of AED 150,000 (equivalent to I 18.88 lacs). The company has made a Cash Profit of AED 1,35,395 during the year.

Recessionary trends continued to exert pressure on export performance for the second year in succession. Eventually the drop in ( sales value is nominal compare to the drop during the last year vis-ÃÂ -vis the previous year. This is mainly because of shrinkage in demand of piping products in GCC, Australia and part of Africa. Despite of these recessionary conditions, the Company managed to add new customers as well entered new countries and expanded the range of products being exported.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements form part of this Annual Report.

The Company has sought an exemption from the Government of India, Ministry of Company Affairs, New Delhi under Section 212 (8) of the Companies Act, 1956, from attaching to this Report, the Annual Report of its subsidiary company for the year ended 30th June, 2010. Accordingly, the Annual Report of its subsidiary company is not attached to this Report. A gist of the financial performance of the subsidiary company is given in this Annual Report.

The Annual Accounts of the subsidiary company are open for inspection by any Member and the Company will make available a copy of these documents / details upon request by any Member of the Company interested in obtaining the same.

DIRECTORS

Shri N. N. Khandwala and Shri Y. P. Trivedi, Directors of the Company retire by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Chhogmal & Co., Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co- operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

B. L. Taparia

Chairman

Place: Mumbai Date: 16th July, 2010

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article