<dhhead>BOARDS REPORT 2023-2024</dhhead>
Dear Member(s),
The Board of Directors of the Company are pleased to present herewith
the Thirty Fifth Annual Report ("Report") of SUPREME PETROCHEM LTD ("the
Company") along with its Audited Financial Statements for the Financial Year (F.Y.)
ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
(R in lakhs)
Particulars |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Total Revenue (net of GST) |
532148.75 |
534614.06 |
Profit Before Tax (PBT) |
46821.63 |
66688.71 |
Less - Tax Expenses |
12172.79 |
16874.92 |
Profit After Tax (PAT) |
34648.84 |
49813.79 |
Interim/Final Dividend on equity shares (including corporate
dividend tax) paid during the year |
16923.72 |
16923.72 |
Transfer to General Reserves |
17500.00 |
25000.00 |
Less: OCI Impact |
200.36 |
43.58 |
Retained Earnings |
34009.23 |
33984.47 |
2. DIVIDEND
During the year under review, Directors of the Company on October 27,
2023, declared an interim dividend of R 2/- (Rupees Two Only) per share for F.Y 2023-24,
involving an outflow of R 3760.83 Lakhs.
Directors have further recommended a final dividend of R 7/- (Rupees
Seven Only) per share for F.Y. 2023-24 leading to an outflow of R 13162.89 Lakhs subject
to approval of members at the ensuing Annual General Meeting of the Company resulting in a
payout of 37.99% of the net profit of the Company for F.Y. 2023-24.
Pursuant to the provisions of Regulation 43A (1) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), Directors of the Company formulated a Dividend Distribution Policy
which is available on the website of the Company at URL:
https://supremepetrochem.com/download/ DividenedDistributionPolicy.pdf.
Company has transferred the unpaid or unclaimed dividend amounts to the
Unclaimed Dividend Account of the respective financial years in terms of Section 124 of
Companies Act 2013 ("Act") as applicable.
3. REVIEW OF OPERATIONS
Company's revenue stood at R 5321.49 Crores (net of GST) for the year
2023-24 as compared to R 5346.14 Crores (net
of GST) in the previous year. Company during the year earned a net
profit of R 346.49 Crores against R 498.14 Crores in the previous year.
The total sales volume of manufactured products grew by 13.75% during
the year. The total revenue was lower during the year under review over the previous year
despite increase in volume due to lower prices of Styrene Monomer, the main raw material.
As per global publications the annual average price of Styrene Monomer during the year was
lower by over 11% as compared to 2022-23. The global margins were under pressure due to
weaker than expected growth in China and Europe. Export volumes and margins were also
impacted in second half of the year due to red sea crisis.
4. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required in terms of
Listing Regulations is annexed separately forming integral part of the Annual Report.
5. CORPORATE GOVERNANCE REPORT
Corporate Governance Report of the Company for the year under review
are annexed to the Annual Report separately forming its integral part. The certificates
issued by M/s. Parikh & Associates, practicing Company Secretaries, pertaining to
compliances of 'Corporate Governance' conditions by Company, as applicable, and no
debarment or disqualification of Directors of the Company by SEBI /MCA or any other
statutory authority from being appointed or continuing as Director of the Company are
annexed to Corporate Governance Report vide Annexure - A & B respectively.
6. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of Listing Regulations, Business
Responsibility and Sustainability Report (BRSR) of the Company for the year under review
regarding initiatives taken by Company in terms of environment, social and governance
perspectives is annexed separately forming integral part of the Annual Report.
7. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company, CSR activities undertaken during the year, in the format prescribed under
Companies (CSR Policy) Rules, 2014, are set out in Annexure-4 of this report. The CSR
Policy is available on the Company's website at URL: https://supremepetrochem.com/pdf/
Corporate-Social-Responsibilitv-Poiicv.pdf.
The Company, during F.Y. 2023-24, was required to spend an amount of
R1422.32 Lakhs towards its CSR obligations. An amount of R 956.51 Lakhs was spent during
F.Y. 2023-24 on various CSR projects/activities and balance unspent amount of R 473.34
Lakhs in respect of ongoing projects, have been deposited in a separate bank
account for spending on the respective projects in next 3 years. With
this bank deposit, total CSR spending of the Company stands at R 1429.85 Lakhs during F.
Y. 2023- 24 as against the obligatory amount of R1 422.32 Lakhs. Therefore, the excess
spent amount R 7.53 Lakhs shall be set off during F.Y 2024-25.
The amount required to be spent by Company for CSR activities during
F.Y 2024-25, as per Section 135 of Companies Act, 2013, amounts to around R 1291.05 Lakhs.
8. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) (i) Retirement by Rotation
Shri M. P. Taparia (DIN 00112461) and Shri S. J. Taparia (DIN
00112513), Directors of the Company will retire by rotation at the ensuing Annual General
Meeting (AGM) of the Company and being eligible, have offered themselves for reappointment
as Non-Executive and Non- Independent Directors of the Company. The Board recommends for
their re-appointment.
(ii) Reappointment of Independent Director
Shri Rajeev M. Pandia (DIN : 00021730), on recommendation of Nomination
and Remuneration Committee (NRC), has been reappointed by the Board of Directors, as an
Additional Independent Director of the Company for second term viz. for a period of five
years w.e.f. April 26, 2024 subject to the approval of members at the ensuing AGM of the
Company, in terms of the applicable provisions of the Act and Listing Regulations. Shri
Rajeev M. Pandia is a chemical engineer from IIT (Bombay) with Masters from Stanford
University, USA and has experience of around 43 years in the chemical sector industries.
Brief particulars/ profile of Shri Rajeev M. Pandia is annexed to the AGM notice forming
part of the Annual Report. The Board recommends for his reappointment.
(iii) Key Managerial Personnel
Shri N. Gopal, whose term as Manager of the Company ended on March 31,
2024, has been reappointed by the Board of Directors on recommendation of NRC, for further
period from April 16, 2024 to March 31, 2026, on recommendation of NRC of Company subject
to approval of Members. The Board recommends for his reappointment.
B) EVALUATION OF BOARD AND ITS COMMITTEES
Company has a well-defined system/criterion for evaluation of
performance of the Board and its Committees, Independent Director(s), Non-
Independent Director(s) and Chairperson of the Company, as formulated
by its NRC.
Pursuant to the provisions of Section 178(2) of Companies Act, 2013 and
Regulation 17(10) of Listing Regulations, the Board has carried out the annual evaluation
of Independent Directors of the Company viz. Shri M. S. Ramachandran, Shri R. Kannan, Ms.
Ameeta Parpia, Dr. S. Sivaram and Shri Rajeev M. Pandia individually and also of working
of all the Committees of the Board and found the performance of the Independent Directors
and the Committees to be highly commendable. They also noted that all the Independent
Directors of the Company are fulfilling the criteria of their independence as per the
provisions of Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of Listing
Regulations and the Directors of the Company do not bear any debarment / disqualification
with respect to their continuance in the Directorship of the Company considering their
disclosures made to the Company. The Director(s) being evaluated did not participate in
the evaluation process.
Further in terms of the aforesaid Provisions of Companies Act, 2013 and
Regulation 25(4) of Listing Regulations, the Independent Directors carried out the annual
evaluation of Non-Independent Directors viz. Shri M. P. Taparia, Shri Rajan B. Raheja,
Shri B. L. Taparia, Shri S. J. Taparia, Shri K.V. Mujumdar and the Board as a whole and
the Chairperson of the Company and were highly contented to note that the overall affairs
of the Company are being conducted efficiently and in a well organised manner. They also
appreciated the Board Chairperson Shri M. P. Taparia for his outstanding skills in dealing
with and formulating key business strategies, unparallelled vision for growth and managing
the operations of the Company adroitly while maintaining well the values, ethos,
principles and standards of Corporate Governance in the Company.
The Board expressed its high satisfaction with the evaluation results
reflecting the high level of engagement of the Board and its Committees in managing
overall affairs of the Company and its Management efficaciously.
The Criteria related to evaluation of Independent Directors are
disclosed in the Corporate Governance Report annexed to the Annual Report separately
forming its integral part.
C) REMUNERATION POLICY
The criteria / policies of the Company for selection of Directors and
Remuneration Policy for Directors, Key Managerial Personnel (KMPs) / Senior Management
Personnel and other employees of the Company is annexed to the Board Report vide Annexure
1.
D) FAMILIARISATION PROGRAMME OF THE INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of Listing Regulations,
the details of the Familiarization Programmes conducted for Independent Directors during
the year under review is placed on the website of the Company at www.supremepetrochem.com.
E) DECLARATION FROM INDEPDENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) of the Act and 25(8) of
Listing Regulations, the Independent Directors of the Company have submitted their
declarations that each of them meets the criteria of independence in terms of Section
149(6) of the Companies Act, 2013 and Rules framed thereunder and Regulation 16(1 )(b) of
Listing Regulations. There has been no change in the circumstances affecting their status
as Independent Directors of the Company during the year under review.
In the opinion of the Board, the Independent Directors possess
appropriate balance of skills, experience and knowledge as required for conducting the
affairs of the Company effectively.
9. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, Audits conducted by the Internal
Auditors/ Statutory Auditors/Cost Auditors and Secretarial Auditors etc. including audit
of internal controls over financial reporting by the Statutory Auditors and the reviews
conducted by the Management and the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate, effective and duly operating during
F.Y 2023-24.
Pursuant to the provisions of Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts for the F.Y. ended March
31, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) they have selected such accounting policies and applied them
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 for the F.Y ended March
31, 2024 and of the profit and loss of the Company for that period;
(c) proper and sufficient care have been taken 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 annual accounts have been prepared on a going concern basis.
(e) internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and are
operating effectively.
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.
10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
With respect to disclosures pertaining to remuneration of employees and
other details as required under Section 197(12) of the Companies Act, 2013, read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and also having regard to the second proviso to Section 136(1) of
the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid
information(s) is being sent to the members of the Company. Statement showing the names
and other requisite particulars of such employees drawing remuneration in excess of the
threshold limits set out in the aforesaid rules and other details are available for
inspection at the Registered Office of the Company during working hours for a period of 21
days before the date of AGM and any member interested in obtaining such information may
write to the Company Secretary and the same will be furnished on request.
The Annual Report of the Company is also available on its website
www.supremepetrochem.com.
Disclosures pertaining to remuneration and other details as 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 for the F.Y. 2023-24
are stated as followings :
(i) The ratio of the remuneration of Whole Time Director to the median
remuneration of the employees of the Company.
Name of the Executive |
Remuneration |
Director/Whole Time Director |
Ratio |
Shri K.V. Mujumdar |
21:1 |
(ii) The percentage increase in remuneration of Manager, CFO, Whole
Time Director and Company Secretary:
Designation |
% Increase in the remuneration 2023-24 |
Manager |
8.42 |
Chief Financial Officer (CFO) |
8.55 |
Whole Time Director |
7.40 |
Company Secretary |
9.87 |
(iii) The percentage increase in the median remuneration of employees -
8.31%.
(iv) The number of permanent employees on the rolls of Company as on
31.03.2024 - 420.
(v) The Key parameters for any variable component of remuneration
availed by the Whole Time Director is dependent on performance of Company and respective
employees.
(vi) The average percentage increase in the salaries of employees other
than the Managerial Personnel was 9.94% as compared to the average increase of 8.14% in
the Managerial personnel remuneration.
(vii) The Company affirms that the said remuneration is as per the
Remuneration Policy of the Company.
11. HEALTH, SAFETY & ENVIRONMENT (HSE)
Considering the significance of Health, Safety and Environment to any
petrochemical operations, the Company has established a robust HSE system at both of its
plants situated at Amdoshi, Maharashtra and Manali, Chennai - Tamil Nadu.
Both the Environmental Management System and Occupational Health and
Safety Management System continued to be maintained by Company as per the ISO 14001:2015
and ISO 45001:2018 Standards respectively.
The Company continues to implement the HSE Management Systems under the
Guiding Principles of declared Integrated Management System (IMS) Policy (Occupational
Health and Safety Policy' and 'Environmental Policy').
HSE Performance Index for the period under review stood to be in
"Excellent" Range.
SPL Amdoshi - Maharashtra Plant has completed 8568 accident-free days
as on March 31,2024, which amounts to 3.9 million man-hours of accident-free operations.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, CAPITAL INVESTMENT
ON ENERGY CONVSERATION EQUIPMENTS, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information(s) required pursuant to the provisions of Section 134(3)(m)
of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
are stated as hereunder:
A) CONSERVATION OF ENERGY
Energy conservation programme at both the plant locations of the
Company resulted in saving of energy to the extent of 203390 KWH. This is in addition to
the savings achieved during the previous year.
The energy conservation programme mainly comprised of replacement of
conventional light fittings
of plant with LED light fittings and existing induction motors with
energy efficient induction motors.
B) TECHNOLOGY ABSORPTION
As far as technology absorption is concerned, all the previously
supplied technologies have fully been absorbed and implemented.
C) CAPITAL INVESTMENT
The capital Investment on energy conservation items/ equipments during
F. Y 2023-24 amounted to R 26.96 Lakhs.
D) FOREIGN EXCHANGE EARNINGS & OUTGO (ON ACTUAL BASIS)
(R in Lakhs)
Foreign exchange earnings and outgo (Actuals) |
F.Y. 2023-2024 |
a. Inflow in Foreign Currency |
47,646.68 |
b. Outflow in Foreign Currency |
3,83,333.60 |
13. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act,
2013, all unpaid or unclaimed dividends for a period of seven years are required to be
transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government.
Company transferred an aggregate amount of R 63.72 Lakhs during the
year under review to the IEPF Account. The aggregate amount transferred to the fund since
January 2002 stands at R 630.78 Lakhs.
Further Section 124(6) of the Companies Act, 2013 requires that all
shares in respect of which unpaid or unclaimed dividend has been transferred to IEPF,
shall also be transferred to IEPF. In view of above provisions, Company transferred 168990
equity shares belonging to 666 shareholders during the year to the IEPF Account.
The unclaimed dividends on equity shares paid in the year 2017 will be
due for transfer to IEPF in the year 2024. Investors who have not yet claimed these
dividends are requested to contact the Company or the RTA of the Company for any support
required in this regard. The full details of unclaimed dividends in the year 2017 will be
uploaded on the website of the Company at URL: https://
supremepetrochem.com/download/sps-dividend-unpaid-
register-for-the-vear-final-2016-17.pdf. Members are requested to complete requisite
formalities for claiming their unpaid dividend(s), if any, to avoid transfer of such
shares to IEPF. Please refer to the section Shareholders' Assistance in the Corporate
Governance Report for further details.
14. AUDIT Statutory Auditors
M/s. Kalyaniwalla & Mistry LLP, (Firm's Registration No.
104607W/W100166) were appointed as the Statutory Auditors of the Company for a tenure of 5
years commencing from conclusion of the 34th AGM of the Company until the conclusion of
the 39th AGM of the Company to be held in the year 2028.
During the year under review, their Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer and no fraud was noticed by the
Auditors of the Company during F.Y. 2023-24 which is reportable under Section 143(12) of
the Companies Act, 2013.
Cost Auditors
In terms of Section 148 of the Act, the audit of Company's cost records
needs to be conducted by a Cost Accountant. The cost records of the Company are duly
prepared and maintained as per Section 148(1) of the Act.
The Board of Directors of the Company, on the recommendation of the
Audit Committee, have approved the appointment of M/s. Kishore Bhatia & Associates, a
firm of Cost Accountants in Practice (Registration No.00294) as the Cost Auditors of the
Company to conduct audit of its cost records for the relevant products prescribed under
the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025.
M/s. Kishore Bhatia & Associates have, under first proviso to Section 139(1) of the
Act and the Rules framed thereunder, furnished a certificate of their eligibility and
consent for said appointment.
The Board, on recommendation of the Audit Committee, have approved the
remuneration payable to the Cost Auditors, subject to ratification of their remuneration
by the Members at the forthcoming AGM. The resolution approving the above proposal is
being placed for approval of the Members in the AGM.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of Listing Regulations, the Board of Directors appointed M/s Parikh &
Associates, (Registration No. P1988MH009800), a firm of Practicing Company Secretaries to
conduct Secretarial Audit of the Company for the year ended March 31,2024. The Secretarial
Audit Report is annexed to this report vide Annexure - 2 forming integral part thereof.
The said Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
15. RELATED PARTY TRANSACTIONS
Transaction(s) with related parties during the year under review were
in compliance with the provisions of
Regulation 23(1) of Listing Regulations and Section 188 of the Act.
These transactions were in the ordinary course of business and on an arm's length basis.
During the year under review, Company did not enter into any contract or arrangement which
could be considered material as per the policy of Company on materiality of Related Party
Transactions (RPTs).
Information with respect to RPTs taken place during F.Y. 2023-24 is
annexed to the Board Report in Form AOC-2, vide Annexure 3, forming integral part of this
report.
Pursuant to the requirements of the Act and the Listing Regulations,
the Company has formulated a policy on RPTs and is available on Company's website at URL:
https://supremepetrochem.com/download/policv-on-
materialitv-of-related-partv-transaction-and-on-dealing-
with-related-party-transaction.pdf.
16. RISK MANAGEMENT
In terms of Regulation 21 of Listing Regulations, the Company has
constituted a Risk Management Committee to look into the probable risk(s), related to the
affairs of the Company and to frame, implement and monitor the risk management plans
imperative thereto and review the same to ensure its effectiveness. Risk Management
Committee met two times during the year to review the risk associated with the operations
of the Company.
Each risk factor is monitored periodically by the Management and any
risk-associated event arising from these factors which are likely to impact the operations
of the Company significantly are reported to the Risk Management Committee and the Board.
The risk management framework is aimed at efficiently mitigating the Company's various
business and operational risk through strategic actions.
During the year under review, Management has not come across any
elements of risk which can threaten its existence or disrupt/impact business operations
substantially.
17. COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following Committees
constituted by the Board function according to their respective roles and defined scope:
Audit Committee
Stakeholders' Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Risk Management Committee
Project Committee
Finance Committee
Independent Directors' Committee
Details of composition, terms of reference and number of meetings held
for respective committees are given in the Report on Corporate Governance annexed
separately to the Annual Report forming its integral part. Further, during the year under
review, recommendations, if any, made by the aforesaid committees have been accepted by
the Board.
18. MEETING OF THE BOARD
The number of meetings of the Board and its various committees
including their composition are set out in the Corporate Governance Report which forms
integral part of this report. The intervening gap between the meetings was within the
period prescribed under provisions of the Act and Listing Regulations.
19. INTERNAL FINANCIAL CONTROL
Company has adequate internal financial control system in place
commensurating with its size, scale, complexity and the nature of business with an
objective to ensure that its financial and operational informations are duly recorded,
authorised and reported apart from protecting its assets against any major misuse or loss.
The Company's Auditors conduct regular checks on the adequacy of the internal financial
controls and has not come out with any material or serious observation(s) for inefficiency
or inadequacy of such controls. The Internal Audit System is reviewed periodically to
ensure its adequacy and compliances in conformity with the policies of the Company and its
operating system.
The Internal Audit Reports are submitted periodically to the Audit
Committee. The Audit Committee Members review these reports and discuss with the Executive
Management, wherever required and requisite corrective actions are taken up by the process
owner's in their respective areas, thereby strengthening the financial controls.
20. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of Secretarial Standards issued by the Institute of Company Secretaries of
India and applicable to the Company and that such systems are adequate and operating
effectively.
21. CREDIT RATING
CRISIL Ratings Ltd has reaffirmed Long-Term rating at CRISIL AA-/Stable
and Short-Term rating CRISIL A1+ for Company's Fund and Non-Fund based Working Capital
Facilities from Banks.
India Ratings and Research (IND-Ra) has assigned Company's Long-Term
rating at IND AA-/Stable/IND A1 + with Stable Outlook and Short-Term rating at IND AA-/
Stable/IND A1+ with Stable Outlook for Company's Fund and Non-Fund based Working Capital
Facilities from Banks.
22. SHARE CAPITAL
The Company's existing paid-up share capital is R 37,60,82,684/-
(Rupees Thirty Seven Crores Sixty Lakhs
Eighty Two Thousand Six Hundred and Eighty Four) divided into
18,80,41,342 (Eighteen Crores Eighty Lakhs Forty One Thousand Three Hundred Forty Two)
fully paid-up equity shares of R 2/- (two) each.
23. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES ENTITY
The Company does not have any subsidiary / joint venture / associate
entity as at the end of March 31, 2024.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
As per section 186 of the Act, the details of loan, guarantees or
investments made during the F.Y. 2023-24 are given below:-
(R in Lakhs)
Name of the |
Nature of Transaction |
Loans/ |
Invest- |
Company |
|
Guarantees |
ment |
Tata Power Renewable |
Equity Investment - |
N.A. |
1.30 |
Energy Ltd (TPREL) |
A Power Delivery Agreement (PDA) for supply of
solar power upto 12.5 MW (i.e. 17.95 MWs by SPV) was executed by Company with TP Saturn
Limited, a Special Purpose Vehicle (SPV) formed by Tata Power Renewable Energy Ltd.
(TPREL), a captive project for supplying solar power to the Company's plant at Amdoshi,
Dist. Raigad, Maharashtra. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25. VIGIL MECHANISM
Pursuant to Section 177(9) of the Act, Company has formulated a Whistle
Blower/Vigil Mechanism Policy and has also established effective mechanism thereto for the
Stakeholders including its Employees & Directors and provides them a channel to report
to the Management their concerns about unethical behaviour, actual or suspected fraud,
mismanagement or violation of code of conduct or policy of the Company, if any. The
mechanism provides for adequate protection against victimization of the whistle blower and
provides for direct access to the Chairperson of the Audit Committee in exceptional cases.
The policy of vigil mechanism is available on the Company's website at
URL: https://supremepetrochem. com/download/vigil-mechanism-whistle-blower-policv.pdf.
26. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Company has in place a Code of Conduct for prohibition of Insider
Trading, which stipulates the process of trading in the securities of the Company by the
persons having direct or indirect access to the Unpublished Price Sensitive Information(s)
(UPSIs) of the Company
including the designated persons. The said code is aimed to regulate,
monitor and report the trading in the securities of the Company by the insiders as per
prevailing law and regulation(s). The said Code of Conduct is available at the website of
the Company at URL: https:// supremepetrochem.com/download/Code-of-Internal-
Procedure-and-Conduct-for-Regulating-Monitoring-and- Reporting-bv-the-Insiders.pdf.
With a view to protect the confidentiality of UPSIs of the Company in
terms of SEBI (PIT) Regulations, 2015, Company has put in place requisite Structured
Digital Database (SDD) system for the Designated Persons (DPs), intermediaries and
fiduciaries who handle UPSIs of the Company.
27. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT THE WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has formulated a Policy thereto in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules
framed thereunder.
Company has formed an Internal Committee (IC) comprised of internal and
external members, to hear, inquire, investigate and suitably address the matter of
complaints of sexual harassment, if any, and to recommend punitive /corrective action to
the Management. Easy access has been provided to the IC for woman employees of the
Company. During FY 2023-24, the Company received one complaint on sexual harassment and
the same has been suitably closed in accordance with the POSH Provisions as applicable and
Company's processes. No complaints were pending at the end of F.Y 2023-24.
28. 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 Annual Return for the F.Y. 2023-24 is uploaded on the website of the Company and the
same is available at www. supremepetrochem.com.
29. ACCREDITATIONS
Company has following accreditations:
1. ISO 9001:2015 (Quality Management System), ISO 14001:2015
(Environment Management System) and ISO 45001:2018 (Occupational Health and Safety
Management System) certified from Bureau Veritas are valid up to 09.04.2027.
2. Authorized Economic Operator (AEO) under T2 category by Directorate
of International Customs, for its import and exports, valid upto 30.01.2025.
3. Recognized as Three Star Export House by Ministry of Commerce and
Industry (DGFT), valid till 31.03.2028.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments affecting the financial
position of the Company subsequent to the close of the FY 2023-24 till the date of this
Report.
31. GENERAL DISCLOSURES
(A) No disclosure or reporting is required for the following activities
since there were no transactions with respect thereto during the year under review.
i. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
ii. Issue of shares (including sweat equity shares) to employees of the
Company under any Scheme.
iii. Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
iv. No significant or material orders were passed by the Regulators or
Courts or Tribunals against the Company or its Directors which may impact the going
concern status of the Company or its operations in future or the Directors of the Company
in any manner.
v. No change in the nature of business of the Company.
vi. No Fund based Borrowing (viz. term loan) availed/ utilised as on
31.03.2024.
(B) Other Disclosures:
The details of Directorship, meetings held and committee membership of
the Directors of the Company are stated in the Corporate Governance Report annexed
separately to the Annual Report forming its integral part.
32. ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all the employees of
the Company for their remarkable services and contributions made towards the overall
operations of the Company. The Directors would also like to thank all stakeholders
including members, customers, suppliers, bankers, government agencies and all other
business associates for their invaluable support and cooperation to the Company and their
confidence reposed in its management.
|
For and on behalf of the Board |
Place: Mumbai |
M. P. Taparia
Chairperson |
Date: April 24, 2024 |
(DIN 00112461) |