The Directors have pleasure in presenting the 18th Board's Report of our Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
(Amount in Rs. In Lakhs)
|
|
STANDALONE
|
CONSOLIDATED
|
Particulars
|
2022-23
|
2021-22
|
2022-23
|
2021-22
|
Revenue from operations
|
7,553.03
|
4,660.47
|
9,975.94
|
-
|
Other Income
|
237.10
|
10.45
|
14.91
|
..
|
Total Revenue
|
7,790.13
|
4,670.92
|
9990.85
|
|
Employee Benefit Expenses
|
100.14
|
68.86
|
136.17
|
|
Cost of Consumption
|
5,802.45
|
4,074.63
|
7,605.31
|
|
Other Manufacturing Expenses
|
114.92
|
63,55
|
134.55
|
-
|
Finance Costs
|
162.49
|
254.64
|
267.39
|
-
|
Depreciation
And Amortization Expenses
|
23.45
|
29.78
|
34.47
|
-
|
Other Expenses
|
218.96
|
109.21
|
284.26
|
|
Total Expenses
|
6,422.41
|
4,600.67
|
8,459.15
|
|
Profit/ (Loss) before Tax
|
1,367.72
|
70.25
|
1,531.70
|
|
Current Tax
|
284.28
|
18.37
|
421.49
|
|
Deferred Tax
|
1.14
|
0.08
|
2.34
|
|
Profit/ Loss After Tax
|
1,082.29
|
51.81
|
. 1,107.88
|
_
|
Profit / Loss for period before Minority Interest from continuing operations
|
1,082.29
|
51.81
|
i 1,107.88
|
i
|
Minority Interest
|
-
|
-
|
25.59
|
~
|
Profit / Loss for period from
continuing operations
|
1,082.29
|
51.81
|
1082.29
|
“
|
Earning per Share (In Rs.) (Basic & Diluted)
|
6.08
|
0.29
|
27.34
|
-
|
STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:
The Company has reported total income of Rs.77.90 Crores (on Standalone Basis) as against previous year of Rs.46.70 Crores (on Standalone basis) which is 66.80 % increase in total income and incurred total expenditure of Rs.64.22 Crores (on Standalone basis) as against previous year expenditure of Rs.46.00 Crores which is 39.60 % increase in expenditure. The Net Profit/ for the year under review amounted to Rs.10,82 crores as compared to Rs. 0.5181 crores in the previous year which is 1988.39 % increase in Net Profit.
On Consolidated basis, total Income of your Company for the Year ended 31.03.2023 was Rs.99.90 Crores and Profit after Tax for the period was Rs. 11.07 crores. As the Company acquired the interest during the year, previous year figures cannot be provided.
Considering the increased expenditure in infrastructure development and overall growth in the economy, the company expects substantial increase in its order book which will reflect in both revenue and profits going forward.
During the year under review, as part of its business strategy, the Company has relocated its registered Office No 16, Susmit Apartments, Kandappan Colony Gill Nagar, Choolaimedu Chennai 600094 To 55, SIDCO Industrial Estates, Thirumazhisai, Thiruvallur, 600124. This measure is with an objective to improve operational efficiency
BUSINESS OUTLOOK; FISCAL 22-23
Our Company is currently engaged in the areas of manufacturing, up-gradation, and refurbishment of transformers ranging from Power Transformer, Generator Transformer, Windmill Transformer, Distribution Transformer, Isolation Transformer, Solar Transformer, Energy Efficient Transformer, Converter and Rectifier Transformer.
INDUSTRY WE CATER
•Power Transformers are used across various sectors and industries to facilitate the efficient transmission and distribution of electrical power.
• Generator transformers are specialized transformers used primarily in the power generation sector, particularly in power plants and large-scale industrial facilities.
• Windmill transformers, often referred to as wind turbine transformers or wind farm transformers, are specialized transformers used in the wind energy sector. These transformers serve important functions in the generation and distribution of electricity from wind turbines.
• Distribution transformers are essential components in the electrical power sector, residential sector, commercial sector,
• Solar transformers, play a crucial role in the solar energy sector by transmission of power
QUALITY ASSURANCE
Your Company is an ISO 9001:2015 company, in the area Design, Manufacture, Services and Supply of Transformer. Our company also has ISO 14001:2015 certificate in the area of Design, Manufacture, Services and Supply of Transformers. Also, the Company is ISO 45001:2018 in the area of Design, Manufacture, Services and Supply of Transformers. Supreme Power Equipment Limited has its Quality Management System certified by TUV/QACS. CPRI (“Central Power Research Institute”) has type tested our transformers upto 25MVA/110kV Voltage Class. Right from manufacturing to distribution, we have consistently delivered competitive edge in the form of robust, foresighted, and quality products.
AWARDS AND RECOGNITION OR CERTIFICATION:
Your Company have received numerous awards and recognition in the industry, showcasing their outstanding quality. ISO Certificate 45001:2018, 14001:2015, 9001:2015 and BIS 6700052811
CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY
The Board of Director at their meeting held on 01.08.2023 recommended conversion of the Company from Private Limited Company into a Public Limited Company which was approved by the Shareholders at their Extra-ordinary General Meeting held on 31.08.2023. The Company is yet to obtain Fresh Certificate of Incorporation issued by the Registrar of Companies, Chennai, Tamilnadu consequent to the conversion.
ANNUAL RETURN:
Pursuant to Section 134(3) (a), the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31,2023, is hosted on the website of the Company and can be accessed at http://www.supremepower.in.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
Your Directors have not recommended any Dividend for the financial year ended 31st March, 2023. During the year, the Company had transferred a sum of Rs.14,00,00,000 /- to General Reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend unclaimed and lying with the Company.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. In case of special and urgent business, if the need arises, the Board’s or Committee’s approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.
During the Financial Year 2022-23, Ten (10) Board meetings were convened and held which is summarized below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013
|
|
Name of Directors
|
s.
No
|
Date of meeting
|
Vee Rajmohan Managing Director DIN: 00844400
|
Sudhakaranpillai Savitapradeep Director DIN: 00844425
|
1
|
01/04/2022
|
?
|
y
|
2
|
29/04/2022
|
?
|
y
|
3
|
02/06/2022
|
y
|
y
|
4
|
02/09/2022
|
y
|
y
|
5
|
06/10/2022
|
y
|
y
|
6
|
15/10/2022
|
y
|
y
|
7
|
03/11/2022
|
y
|
y
|
8
|
25/01/2023
|
y
|
y
|
9
|
20/02/2023
|
y
|
y
|
10
|
30/03/2023
|
y
|
y
|
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31,2023
a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;
b) The directors had 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 at the end of the financial year and of the profit and / or loss of the Company for that period;
c) The directors had 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 had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial control to be followed by the Company and that such internal financial control was adequate and operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS AND REPORT THEREON:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and in accordance with the resolution passed by the members at the EGM held on June 15, 2023, M/s.P P N and Company, Chartered Accountants, (Firm Registration No: 013623S), having office at No.2, IV Cross Street, Sterling Road, Nungambakkam, Chennai, 600034, Tamilnadu, India, were appointed as the Statutory Auditors of the Company to hold office until the conclusion of ensuing Annual General Meeting, to fill in the casual vacancy in the office of Statutory Auditors caused due to resignation of Mr.B.Balasubramanian, Chartered Accountants, bearing Mem No.024837.
The retiring auditors M/s.P P N and Company, Chartered Accountants, (Finn Registration No: 013623S), having office at No,2, IV Cross Street, Sterling Road, Nungambakkam, Chennai, 600034, Tamilnadu, India who holds office up to the date of ensuing Annual General Meeting, have expressed willingness to continue in office, if appointed. As required, M/s.P P N and Company, Chartered Accountants, (Firm Registration No: 013623S), , have forwarded a certificate to the Company stating that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013. Hence, the Board of Directors recommends the re-appointment of M/s.P P N and Company, Chartered Accountants, (Firm Registration No: 013623S, as the Statutory Auditor of the Company to hold office for a period of 5 years from the conclusion of this 18thAnnual General meeting, (for the financial year
31.03.2023) to, till the conclusion of 23rd Annual General Meeting (for the financial year 31.03.2028) of the Company, to the members to appoint them as auditors and fix their remuneration
The Statutory Auditors’ Report for FY 2022-23 on the financial statement of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.
Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.
SECRETARIAL AUDITORS AND AUDITORS’ REPORT:
According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is not required to appoint Company Secretary in Practice, to carry out the Secretarial Audit of the Company.
INTERNAL AUDITOR:
In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their Meeting held on 17/06/2023 appointed Mr. B, Balasubramanian., Chartered Accountant, bearing Membership No. 024837 having office at No. 12, Sri Krishna Apartments, 2nd Floor, Gandhi Street, T. Nagar, Chennai- 600017, Tamil Nadu, as Internal Auditors of the Company to conduct internal audit functions and activities of the Company for the Financial year 2023-2024 at a remuneration as decided by the Board of Directors.
COMPLIANCE OF SECRETARIAL STANDARDS:
In accordance with the provisions of Section 118(10) of the Companies Act, 2013, every Company shall observe secretarial standards with respect to General and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government. During the year under review, the Company has complied with the applicable Secretarial Standards.
COST AUDIT / COMPLIANCE:
As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediate preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more. Since, your company’s annual turnover does not exceed the threshold limit as mentioned above; appointment of cost auditor is not applicable for the FY 2021-22. Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company has duly maintained the cost audit records as per sub-section 1 of section 148 of Companies Act, 2013
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has entered into a partnership with M/s. Danya Electric Company5*, a Partnership Firm registered under the Indian Partnership Act, 1932 with registration No. FR/CHENNAI SOUTH/930/1983 having its business office at F-2, New No. 20, Old No. 43, Gill Nagar, 2nd Street, Choolaimedu, Chennai - 600094, Tamilnadu, India, and having factory at No.512/2A, Nayapakkam High Road, Papparambakkam - 602025, Thiruvallur Taluk with effect from April 01, 2022 which is engaged in the business to manufacture transformers, repairs and recondition of the same with 90% share of Profits and the same is approved by Board of Directors at their meeting held on April 01, 2022. The particulars of investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 are given in Note 11 of the Notes to the financial statements. Except the same there are no investments made by the Company under Section 186 of the Companies Act, 2013 during the year.
There were no loans, guarantees or security provided made by the Company under Section 186 of the Companies Act, 2013 during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-23 (including any material modification thereof), were in the ordinary course of business and on an arm’s length basis and were carried out with prior approval of the Board. Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is appended to the Board Report as Annexure-1.
CORPORATE SOCIAL RESPONSIBILITY
The Company was exempted from the provisions of section 135 of the Companies Act, 2013, till March 31, 2023, in respect of Corporate Social Responsibility. The Company has recorded a Net Profit of Rs. 1082.29/- (in lakhs) during the financial year 2022-23 and consequently comes under an obligation to comply with the provisions under Section 135 of the Companies Act, 2013 including spending towards CSR activities, for the financial year 2023-24. Based on the profit of FY2023, the provision of the CSR become applicable to the Company w.e.f. April 1,2023.
As the obligation to spend towards CSR under Section 135 of the Companies Act, 2013 was not applicable to the Company during the financial year 2022-23, separate disclosure in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Rule 9 of the Companies (Accounts) Rules, 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been provided in the annual report on Corporate Social Responsibility activities of the Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
To cater demand for Company’s product the Company has purchased a land totally admeasuring 5.95 Acres for a total Consideration of Rs.4,76,00,000/- (Rupees Four Crores and Seventy Six Lakhs only) and Situated at Kannur Village, Tiruvallur Taluk, Tiruvallur District. Apart from the same there have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2022-23 and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:-
(i)
|
the steps taken or impact on conservation of energy;
|
The Company per se does not have any activity relating to conservation of energy and technology absorption and does not own any manufacturing facility.
|
(ii)
|
the steps taken by the company for utilising alternate sources of energy;
|
NA
|
(iii)
|
the capital investment on energy conservation equipments;
|
Nil
|
TECHNOLOGY ABSORPTION
|
(i)
|
the efforts made towards technology absorption;
|
Technology upgradation is constantly being undertaken to improve service quality and reduce costs. Training is also imparted to the company's personnel on the latest development of technology related to the business of the company.
|
(ii)
|
the benefits derived like product improvement, cost reduction, product development or import substitution;
|
(iii)
|
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
|
(a) the details of technology imported;
|
(b) the year of import:
|
(c) whether the technology been fully absorbed;
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
|
(iv)
|
the expenditure incurred on Research and Development. |
|
Your company does not have any research and development facility and has not
|
|
incurred any expenditure towards research and development.
|
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
|
Particulars
|
2022-23 (Rs. In Thousand)
|
2021-22 (Rs. In Thousand)
|
1) Earnings in foreign currency
|
|
|
Income from consulting Service Overseas
|
1,207.25
|
819.54
|
2) Expenditure in foreign currency
|
-
|
-
|
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:
Presently, the Company does not have a formal Risk Management Policy. However, the company is mindful of the need for an adequate risk mitigation framework and is in the process establishing a formal risk management framework considering the expanding business..
INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
The Company does not have any Holding, Subsidiary or Associate Company
As on 31st March 2023, the company does not have any subsidiary company. However it is majority partner in one partnership firm viz., M/s.Danya Electric Company - Firm bearing Registration No. FR/CHENNAI SOUTH/930/1983, originally constituted vide Deed dated 18/1 l/1983.There has been no material change in the nature of the business of the said firm. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-U.
Danya Electric Company - Firm is engaged in the business manufacture transformers, repairs and recondition of the same, in the same line as its Parent Entity. For the year ended 31st March, 2023, the Firm has earned a total income of Rs. 31,69,94,255/- and has made Profit/ (Loss) after Tax of the Rs. 2,55,86,556/-. The financial and other details of the said Subsidiary for the Year ended 31-03-2023 are as under:
(Amount in YTD.]
|
|
Particulars
|
31.03.2023 (in 000s)
|
% of Contribution to the Overall Performance of consolidated entity
|
Revenue From operation(gross)
|
3,16,185.29
|
32%
|
Other Income
|
808.96
|
60%
|
Total Revenue
|
3,16,994.26
|
32%
|
Total Expenditure
|
2,76,765.14
|
33%
|
Depreciation and amortizations
|
802.72
|
34%
|
Profit/(Loss) before Tax
|
39,426.39
|
25%
|
Current Tax
|
13,720.38
|
33%
|
Deferred Tax
|
119.45
|
17%
|
Profit/(Loss) after Tax
|
25,586.56
|
23%
|
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company as on the end of Financial Year, but as the company had a vision to go ahead for the SME IPO on the Emerge Platform of NSE thus the Company had in its Board Meeting held on September 04,2023 formulated the Nomination and Remuneration Committee of the Board and the Company has also devised the policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section. 178(3) of the Companies Act, 2013,
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY.
In the absence of any subsidiary company, the reporting related to receipt of remuneration or commission by the managing or whole-time director does not arise.
APPOINTMENT AND RESIGNATION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:
A. COMPOSITION OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company consists of Mr. Vee Rajmohan (DIN: 00844400),
Managing Director, Mrs.Savita Pradeep (DIN: 00844425), The composition of the Board of
Directors is in compliance with Section 149 of the Companies Act, 2013,
CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL:
After the end of financial year but before the date of signing this report the company has appointed following new Directors & KMP as tabled below:
S.No
|
DIN/PAN
|
Name of Director/KMP
|
Designation
|
Date of Appointme nt
|
1
|
010218276
|
Vishwambran Nair Pradeep Kumar
|
Appointed as Additional Director
|
29/06/2023
|
Change of Designation as Whole-time director
|
31/08/2023
|
2
|
00844400
|
Vee Rajmohan
|
Re-appointed as Chairman and Managing Director
|
31/08/2023
|
3
|
09290465
|
Devaraja Iyer Krishna Iyer
|
Non-Executive Non-Independent Director
|
31/08/2023
|
4
|
07657046
|
Saimathy Soupramanien
|
Independent Director
|
31/08/2023
|
5
|
09683689
|
Perumal Ravikumar
|
Independent Director
|
31/08/2023
|
6
|
ADFPN2937F
|
Thulasiraman Boologa Nathan
|
Chief Financial Officer
|
04/09/2023
|
The Board of the Company is comprised of experienced persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.
Mrs. Savita Pradeep tendered her resignation and the same was taken on record by the Board of Directors at their meeting held on September 04,2023 with effect from 15/09/2023. Your Board wish to place on record their sincere appreciation for the valuable services rendered by her during her tenure as Director of the Company.
The Company is in the process of appointment of a Whole Time Company Secretary and Compliance officer.
Apart from the above, there was no appointment of Additional, alternate and Director and KMP to fill casual vacancy during the year and no Directors have resigned during the year under
review.
DECLARATION OF INDEPENDENT DIRECTORS A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
As the company was not required to appoint Independent Directors during the financial year 2022-23, the details under this heading is not applicable.
All the Independent Directors of the Company have submitted declarations pursuant to Section 149(7) of the Act, that each of them meets the criteria of independence as provided in Section 149(6) of the Act and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors.
COMMITTEE OF THE BOARD
The Company is contemplating an initial public offer (IPO) of its equity shares with listing in the Emerge Platform of the National Stock Exchange of India Limited (NSE EMERGE) as part of funding its next phase of growth. The IPO and consequent listing of shares will result in increase in the paid-up capital of the company besides applicability of additional compliance requirements both under the Companies Act, 2013 and SEBI Listing Regulations. The constitution of certain statutory committees of the Board is one of the prominent compliance requirements in this regard.
a) Audit Committee
In view of this, the Board of Directors at their meeting held on September 04, 2023 constituted Audit Committee which consists of Mrs. Saimathy Soupramanien (DIN: 07657046), Independent Director, Mr. Perumal Ravikumar (DIN: 09683689), Independent Director and Mr. Vee Rajmohan (DIN: 00844400), Managing Director.
b) Nomination and Remuneration Committee
c) In view of this, the Board of Directors at their meeting held on September 04, 2023 constituted Nomination and Remuneration Committee which consists of Mr. Perumal Ravikumar (DIN: 09683689), Independent Director, Mrs. Saimathy Soupramanien (DIN: 07657046), Independent Director and Devaraj Iyer Krishna Iyer (DIN: 09290465), Non Executive Non Independent Director
d) Stakeholders Relationship Committee
In view of this, the Board of Directors at their meeting held on September 04, 2023 constituted Stakeholders Relationship Committee which consists of Mr. Perumal Ravikumar (DIN: 09683689), Independent Director, Mrs. Saimathy Soupramanien (DIN: 07657046 ), Independent Director and Devaraj Iyer Krishna Iyer (DIN: 09290465), Non Executive Non Independent Director
e) Corporate Social Responsibility Committee
In view of this, the Board of Directors at their meeting held on September 04, 2023 constituted Corporate Social Responsibility Committee which consists of Mr. Perumal Ravikumar (DIN: 09683689), Independent Director, Mrs. Saimathy Soupramanien (DEN: 07657046), Independent Director and Mr. Vee Rajmohan (DIN: 00844400), Managing Director
f) Risk Management Committee
In view of this, the Board of Directors at their meeting held on September 04, 2023 constituted Risk Management Committee which consists of Mrs. Saimathy Soupramanien (DIN: 07657046 ), Independent Director, Mr. Perumal Ravikumar (DIN:-09683689), Independent Director and Devaraj Iyer Krishna Iyer (DIN: 09290465), Non Executive Non Independent Director
CODE OF CONDUCT
In compliance with Companies Act,20I3 the Board of Directors of the Company has laid down a Code of Conduct (Code) for the Directors and Senior management employees. The Code is also posted on the Website of the Company at http://www.supremepower.in,
PARTICULARS OF EMPLOYEES:
Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and stead fast dedication. No employees of the Company are drawing remuneration in excess of the limit specified under Rule. 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
According to Section 197(14) of the Act, the no remuneration has received by any of the Executive Directors from the Company’s subsidiary companies during FY 2022-23.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [14 OF 2013]:
The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place an Internal Complaints Committee (ICC) for prevention and redressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules there under. No complaints were received by the Committee during the period under review.
DEPOSITS:
During the year under review ,the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of the business of the Company and the company continues to engage in the same line of business activities.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT.
No revision of financial statement or board's report made which need to be disclosed in the board’s report pursuant to third proviso to Sub-section (1) of Section 131 of the Companies Act.2013.
SHARES:
a. AUTHORIZED & PAID-UP SHARE CAPITAL:
After the end of financial year but before the date of signing this report (a) the Company has increased its authorized share capital from Rs.5,00,00,000 divided into 50,00,000 Equity Shares of?100/- each to ^25,00,00,000 divided into 25,00,000 Equity Shares of ? 100/- each and (b) the issued, subscribed and fully paid-up Equity Share Capital of the ^Company, comprising of 3,95,803 (Three Lakhs Ninety Five Thousands Eight Hundreds Three) Equity Shares of the face value of Rs. 100/- (Rupees Hundred only) each, aggregating to Rs. 3,95,80,300/-(Rupees Three Crores Ninety Five Lakhs Eighty Thousands Three Hundreds only) was sub-divided into 39,58,030 Equity Shares of the face value of Rs.10/- each, vide Shareholders’ Resolution passed at the Extra Ordinary General Meeting held on July 13,2023.
The Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity.
b. BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
c. SWEAT EQUITY:
The Company has not issued any Sweat Equity Shares during the year under review.
d. BONUS SHARES:
The Company has not issued any Bonus Equity Shares during the year under review
After the financial year the Board of Directors recommends at its meeting held on August 01, 2023 to issue 1,38,53,105 equity shares of Rs.10/- each to its existing shareholders in the ratio of 35(Thirty Five Equity Shares) new fully paid-up Equity Shares of Rs.10/- each for every 10 (Ten Equity Share) Equity Shares of Rs.10/- each by way of capitalization of its reserves & same was approved by the Shareholders on Extraordinary General Meeting dated August 31, 2023. Further the Board allotted these shares at its meeting held on September 04,2023.
d. EMPLOYEES STOCK OPTION PLAN:
The Company has not provided any Stock Option Scheme to the employees. DEMATERIALISATION OF SHARES
The Company has entered into an agreement with Depositories viz., by Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admission of its shares into the depository system. The Company has been allotted ISIN Number is ENE0QHG01026.
The Company has also appointed Purva Share Registry (India) Private Limited as its Registrar and Share Transfer Agent (RTA) and as common agency for share registry work. The contact details of the RTA is provide below:
REGISTRARS AND SHARE TRANSFER AGENTS
Purva Share Registry (India) Private Limited CIN: U67120MH1993PTC074079 Address:- 9, Shiv Shakti Industrial Estate,
J.R.Boricha Marg Lower Parel (East), Mumbai, 400011, Maharashtra, India,
Telephone No.022-23018261, Email Id: support@purvashare.com
All maters connected with Share Transfer, Transmission, Change of address, duplicate share certificates and other related matters are handled by the RTA. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in various corporate actions. Members can contact the Company or M/s. Purva Share Registry (India) Private Limited for assistance in this regard
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS:
During the year under review, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the year under review, no application or proceeding made by or against the company is pending before any Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.
ACKNOWLEDGEMENT:
The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Company’s performance. The Directors thank the Government of India, Governments of various States in India, Governments of various Countries, and concerned Government departments/Regulatory Authorities for their cooperation. The Directors appreciate and value the contribution made by every member, employee, and their family of the Company.
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