Supreme Petrochem Ltd Directors Report

<dhhead>BOARD’S 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

Companys 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 Companys 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 Companys 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, (Firms 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 Companys 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 arms 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 Companys 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 Companys 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 Companys 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 owners 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 Companys Fund and Non-Fund based Working Capital Facilities from Banks.

India Ratings and Research (IND-Ra) has assigned Companys 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 Companys Fund and Non-Fund based Working Capital Facilities from Banks.

 

22. SHARE CAPITAL

The Companys 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 Companys 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 Companys 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 Companys 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)