The Board of Directors of the Company are pleased to present herewith the Thirty Sixth Annual Report (“Report”) of SUPREME PETROCHEM LTD (“the Company”) along with its Audited Financial Statements for the Financial Year (F.Y) ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
(r in lakhs)
|
Particulars
|
Year Ended 31.03.2025
|
Year Ended 31.03.2024
|
Total Revenue (net of GST)
|
609653.82
|
532148.75
|
Profit Before Tax (PBT)
|
52542.74
|
46821.63
|
Less - Tax Expenses
|
13490.26
|
12172.79
|
Profit After Tax (PAT)
|
39052.48
|
34648.84
|
Interim/Final Dividend on equity shares paid during the year
|
17863.93
|
16923.72
|
Transfer to General Reserves
|
20000.00
|
17500.00
|
Less: OCI Impact
|
(29.03)
|
200.37
|
Retained Earnings
|
35226.79
|
34009.21
|
2. DIVIDEND
During the year under review, Directors of the Company on October 21, 2024, declared an interim dividend of R2.50 (Rupees Two and Paise Fifty Only) per share for F.Y. 2024-25, involving an outflow of R4701.03 Lakhs.
Directors have further recommended a final dividend of R7.50 (Rupees Seven and Paise Fifty Only) per share for F.Y. 2024-25 leading to an outflow of R14103.10 Lakhs subject to the approval of members at the ensuing Annual General Meeting of the Company. The payment ratio for dividend is about 48.15% of the net profit for the year.
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/unclaimed dividend amounts to the Unclaimed Dividend Account of the respective financial years in terms of Section 124 of the Companies Act 2013 (“the Act”), as applicable.
3. REVIEW OF OPERATIONS
Company's revenue stood at R6096.54 Crores (net of GST) for the F.Y. 2024-25 as compared to R5321.49 Crores (net of GST) in the previous fiscal. Company earned a net profit of R390.52 Crores during the reporting year as against R346.49 Crores in the previous fiscal.
The total sales volume of manufactured products including exports grew by 9.4% to 355967 MT during 2024-25. Capacity utilisation for the Company as a whole was 79% during the year under review. Export volumes were down as compared to previous year due to subdued demand from Eurozone and high freight rates caused by Red Sea crisis. Price of Styrene Monomer the main raw material moved in the range of /- 10% during the year. With ocean freight rates easing down since last quarter of F.Y. 2025, Company hopes to increase exports during the year.
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 is 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 the Corporate Governance Report vide Annexure - A & B respectively.
6. BUSINESS RESPONSIBILITY AND 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-Policv.pdf.
The Company, during F.Y 2024-25, was required to spend an amount of R1281.18 Lakhs towards its CSR obligations. Out of the aforesaid amount, an amount of R 329.12 Lakhs relating to ongoing projects lying unutilised is underway for transferring to a separate designated bank account for spending on the respective assigned projects during next 3 years. With this bank deposit, total CSR spending of the Company stands at R1302.30 Lakhs during F. Y. 202425 as against the obligatory amount of R1281.18 Lakhs.
Therefore, the excess CSR spent amount of r21.12 Lakhs shall be set off by Company during current F.Y. 2025-26.
The amount required to be spent by Company for CSR activities during F.Y 2025-26, as per Section 135 of the Act, amounts to around ri021.70 Lakhs.
8. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELA) (i) Retirement by Rotation
Shri Rajan B. Raheja (DIN 00037480) and Shri B. L. Taparia (DIN 00112438), Non-Executive and NonIndependent Directors of the Company will retire by rotation at its ensuing Annual General Meeting (AGM) and being eligible, have offered themselves for reappointment as Non-Executive and NonIndependent Directors of the Company. The Board recommends for their reappointment.
(ii) Directors Retired during F.Y. 2024-25
The Board of Directors noted the cessation of Shri M.S. Ramachandran, Shri R. Kannan, Ms. Ameeta Parpia and Dr. S. Sivaram with effect from September 22, 2024 as Independent Directors upon completion of their second term. The Board recorded its sincere appreciation for their valuable contributions made to the overall affairs of the Company during their tenure.
(iii) New Directors appointed during F.Y. 2024-25
Shri Anup Kumar Ghosh (DIN: 08704158), Shri Basavaraj N. Bankapur (DIN: 00246410), Shri Sanjay R. Chougule (DIN: 00073782) and Ms. Rita A. Teaotia (DIN: 02876666) were appointed as Additional Directors (Non-Executive and Independent) of the Company for a term of five years with effect from July 19, 2024, subject to approval of the members. The said appointment of Independent Directors were approved by the members through Postal Ballot process on August 23, 2024.
Shri Akshay R. Raheja (DIN: 00288397) was appointed as an Additional Director (Non-Executive and Non-Independent) of the Company with effect from January 17, 2025 and his appointment was approved by the members through Postal Ballot process on February 21, 2025.
Ms. Mona N. Desai (DIN:03065966) was appointed as an Additional Director (Non-Executive and Independent) of the Company with effect from January 17, 2025 and her appointment was approved by the members through Postal Ballot process on February 21, 2025.
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 Nomination & Remuneration Committee (NRC).
Pursuant to the provisions of Section 178(2) of the Act and Regulation 17(10) of Listing Regulations, the Board has carried out annual evaluation of Independent Directors of the Company individually and working of all the Committees of the Board and found the performance of all the Independent Directors and Committees up to the mark. 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 the Act 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 the disclosures made by them. The Director(s) being evaluated did not participate in the evaluation process and recused themselves from the proceedings of the meeting during such period.
In terms of the aforesaid provisions of the Act and Regulation 25(4) of Listing Regulations, the Independent Directors carried out the annual evaluation of NonIndependent Directors, Whole Time Director and the Board. They were unanimous in their view that the performance of all the Non-Independent Directors and Whole Time Director was satisfactory and they also noted with appreciation that the Board of the Company is diversified and inclusive and performed well.
The Independent Directors carried out the evaluation of performance of the Chairperson also and noted that his vision and strategy was immensely beneficial to the Company and they were highly appreciative of his leadership and direction as well as the ability to take all the stakeholders along. They also appreciated him for his skills in dealing with the ever changing business environment and formulation of key policies/strategies for continuous growth of the Company and efficiently managing the overall affairs/operations of the Company while maintaining the values, ethos, principles and standards of Corporate Governance in the Company.
The Board expressed its full satisfaction with the evaluation results reflecting the high level of engagement of the Board and its Committees in managing the overall affairs of the Company and its Management effectively. The Independent Directors also acknowledged and appreciated the adequate and timely flow of the information to the Board and various committees and overall conduct of the meetings.
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 regarding selection of Directors and Remuneration of 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 reporting year is placed on the website of the Company at URL : https://supremepetrochem.com/wp-content/uploads/2025/06/Familiarisation-Programme-For-Independent-Directors-2024-25.pdf.
E) DECLARATION FROM INDEPDENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided under Section 149(6) of the Act, along with 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.
In terms of Regulation 25(8) of Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
In the opinion of the Board, the Independent Directors of Company possess appropriate balance of skills, experience and knowledge as required for conducting its affairs effectively and efficiently.
9. DIRECTORS’ RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company and audits conducted by the Internal Auditor/ Statutory Auditor/Cost Auditor and Secretarial Auditor including audit of internal controls over financial reporting by the Statutory Auditor 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. 2024-25.
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, 2025, 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, 2025 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 laws applicable to the Company, were in place and that such systems are adequate and operating effectively.
10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
With respect to the disclosures pertaining to remuneration of employees and other details as required under Section 197(12) of the Act, 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 Act 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 at https://www.supremepetrochem.com.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the F.Y 2024-25 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 Director/Whole Time Director
|
Remuneration
Ratio
|
Shri K.V. Mujumdar
|
20:1
|
(ii)
|
The percentage increase in remuneration of Manager, CFO, Whole Time Director and Company Secretary:
|
|
Designation
|
% Increase in the remuneration 202425
|
|
Manager
|
6.65
|
|
Chief Financial Officer (CFO)
|
6.75
|
|
Whole Time Director
|
7.26
|
|
Company Secretary
|
8.68
|
|
|
|
(iii)
|
The percentage increase in the median remuneration of employees
|
9.99%.
|
|
|
|
(iv)
|
The number of permanent employees on the rolls of Company as on 31.03.2025
|
423
|
(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 9.43% as compared to the average increase of 6.93% 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)
Company places foremost importance on the health and safety of its workforce and is part of its core values. All requirements under applicable laws and regulations are fully complied with by the Company. 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 the Company as per the ISO 14001:2015 Standard and ISO 45001:2018 Standard, respectively. Additionally, Company has approval under ISO 9001:2015 Standard for Quality Management System.
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.
Company's plant at Amdoshi completed 8930 accident-free days as on March 31,2025. At Manali plant Company has completed 6504 accident free days as on March 31,2025.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENTS, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information(s) required pursuant to the provisions of Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are stated as hereunder:
A) CONSERVATION OF ENERGY
The Energy Conservation programme at both the plant locations of the Company resulted in savings of energy to the extent of 8,30,278 KWH. This is in addition to the savings achieved during the previous year.
The energy conservation programme mainly comprised of following:-
• Old underperforming utility unit was replaced with new efficient unit.
• Replacement of reactor agitators from hydraulic drives to electric drives.
• Provision of efficient conveying system to reduce air consumption.
• Conventional light fittings in the plant were replaced with LED light fittings.
• Replacement of conventional motors in the plant with energy efficient motors.
B) TECHNOLOGY ABSORPTION
(a) All the previously supplied technologies have been fully absorbed by Company.
(b) Import of new technology:
(i)
|
Details of technology imported
|
Technology for manufacturing of mABS from Versalis S.p.A., Italy
|
(ii)
|
Year of Import
|
2022
|
(iii)
|
Whether the technology has been fully absorbed
|
Project is under final erection and pre-commissioning stage
|
(iv)
|
If not fully absorbed, areas where absorption has not taken place, and the reason thereof
|
The project being under final erection and precommissioning stage, technology imported related to mABS manufacturing has not been fully absorbed so far.
|
(c) The expenditure incurred on research and development: NIL
C) CAPITAL INVESTMENT
The total capital investment made by the Company towards energy conservation schemes implemented during last two years amounted to R444.98 Lakhs. Out of the said total capital investment, R362.88 Lakhs was the expenditure made towards the same in the previous year i.e. 2023-24 and the balance amount of R82.10 Lakhs was spent during the current year i.e. 2024-25.
D) FOREIGN EXCHANGE EARNINGS & OUTGO (ON ACTUAL BASIS)
(R in Lakhs)
|
Foreign exchange earnings and
|
F.Y. 2024-25
|
outgo (Actuals)
|
|
a.
|
Inflow in Foreign Currency
|
56,854.82
|
b.
|
Outflow in Foreign Currency
|
4,73,259.10
|
13. TRANSFER OF UNCLAIMED SHARES AND DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Act, the dividends lying unclaimed/unpaid with the Company consecutively for a period of seven years or more, 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 R114.97 Lakhs during the year under review to the IEPF Account. The aggregate amount transferred to the fund since January 2002 stands at r 745.75 Lakhs.
Further Section 124(6) of the Act requires that all shares, in respect of which unpaid/unclaimed dividends have been transferred to IEPF, shall also be transferred to IEPF. In view of such provisions, Company transferred 192265 equity shares belonging to 685 shareholders during the year to the IEPF Account.
The unclaimed dividends on equity shares paid in the year 2018 will be due for transfer to IEPF in the year 2025. 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 2018 will be uploaded on the website of the Company at URL: https://rb.gv/g5gdve. Members are requested to complete requisite formalities for claiming their unpaid dividend(s) with Company, if any, to avoid transfer of such shares to IEPF.
14. AUDIT Statutory Auditor
M/s Kalyaniwalla & Mistry LLP (Firm's Registration No. 104607W/W100166) were appointed as the Statutory
Auditor of the Company, in the AGM held on July 04, 2023, 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 reporting year, 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 2024-25 which is reportable to Central Government under Section 143(12) of the Act.
Cost Auditor
In terms of Section 148 of the Act, the audit of cost records of the Company needs to be conducted by a qualified Cost and Management Accountant (CMA). 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 reappointment of M/s Kishore Bhatia & Associates, a firm of Practicing Cost and Management Accountants (Registration No.00294), as the Cost Auditor of the Company to conduct audit of its cost records in terms of Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2026. 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 for undertaking cost audit of Company alongwith their consent for the said reappointment.
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 ensuing AGM. The respective resolution is being placed before the Members in the ensuing AGM for seeking their approval regarding same.
Secretarial Auditor
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 latest amended provisions of Regulation 24A of Listing Regulations, the Board of Directors appointed M/s Parikh & Associates, a firm of Practicing Company Secretaries (Registration No. P1988MH009800), as Secretarial Auditor of the Company to conduct its Secretarial Audit for a consecutive tenure of 5 years commencing from F.Y. 2025-26 until F.Y. 202930 subject to approval of members. The Secretarial Audit Report issued by the Secretarial Auditor of the Company in Form MR-3 for the F.Y 2024-25 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 (RPTs)
Transaction(s) with related parties (RPTs) 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 reporting year, Company did not enter into any material contract or arrangement with the related parties in terms of Listing Regulations and Company's Policy on materiality of Related Party Transactions.
Requisite Information with respect to RPTs taken place during F.Y 2024-25 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/ POLICY-ON-MATERIALITY-OF-RELATED-PARTY-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 associated therewith and review the same to ensure its effectiveness. Risk Management Committee met two times during the reporting year to review the risks 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/ plannings.
During the year under review, Management has not come across any elements of risk which can threaten the existence of the Company or disrupt/impact its business operations significantly.
17. COMMITTEES OF THE BOARD
All the Committees of the Board are duly constituted in terms of the applicable provisions of the 'Act' and Listing Regulations and focus on the specific areas/functions entrusted to them vide Schedule II of Listing Regulations and others Provisions as applicable to the Company. They make informed decisions in line with the delegated authority. The following Committees constituted by the
Board function according to their respective terms of reference/ roles and defined scope:
• Audit Committee
• Stakeholders' Relationship Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Finance Committee
• Project Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance Report annexed separately to the Annual Report forming its integral part. Further, during the reporting year, 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 gaps between the meetings were within the period as stipulated under the respective provisions of the Act and Listing Regulations.
19. INTERNAL FINANCIAL CONTROL
Company has adequate internal financial control system in place commensurating to its size, scale, complexity and the nature of business with an objective to ensure that its financial and operational information 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 of the Company 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 functional areas, thereby strengthening the overall financial controls.
20. SECRETARIAL STANDARDS
The Company has devised proper compliance system(s) regarding Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company and such systems are operating effectively.
21.
|
CREDIT RATING
CRISIL has assigned to the Company following ratings related to its bank facilities:
|
|
Long Term Rating
|
CRISIL AA-/Positive (Outlook revised from 'Stable', Rating Reaffirmed)
|
|
Short Term Rating
|
CRISIL A1 (Reaffirmed)
|
India Ratings and Research (Ind-Ra) has assigned following instrument-wise rating actions:
|
|
Type of Facility
|
Rating assigned along with outlook/watch
|
Rating Action
|
|
Long-Term Issuer Ratings
|
IND AA-/Positive
|
Outlook revised to positive; rating affirmed
|
|
Fund-based
limits
|
IND AA- /Positive/ IND A1
|
Outlook revised to Positive; rating affirmed
|
|
Non-Fund based limits
|
IND AA- /Positive/ IND A1
|
Outlook revised to Positive; rating affirmed
|
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 Only) divided into 18,80,41,342 (Eighteen Crores Eighty Lakhs Forty One Thousand Three Hundred Forty Two) fully paid-up equity shares having nominal value of r2/- (two) per share.
23. DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATES OF COMPANY
The Company does not have any subsidiary / joint venture / associate entity as at the end of March 31,2025 in terms of the rules/regulations as applicable to the Company.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
In terms of Section 186 of the Act, the detail of loans, guarantees or investments made by the Company during F.Y 2024-25 are given below:
A. Loans & Guarantees - NIL
B. The Company made an investment of r 5,34,74,460/-in M/s T.P Saturn Ltd. (TPS), a Special Purpose Vehicle (SPV), for acquiring 53,47,446 equity shares of r10/- each being 26% of its paid-up share capital. The SPV has been formed by Tata Power Renewable Energy Ltd. (TPREL) for supply of 12.5 MW (i.e. 17.95 MWp) solar power to Amdoshi Plant of Company in Maharashtra and the supply thereof has commenced w.e.f. October 1,2024 in terms of the power delivery
agreement dated October 20, 2023 executed between the parties.
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 their concern, if any, to the Management of the Company regarding any unethical behaviour, actual or suspected fraud, mismanagement or violation of code of conduct or policy of the Company. 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 its Unpublished Price Sensitive Information(s) (UPSIs) 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 extant regulations applicable to the Company. 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-by-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 enabling such communication by 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 F.Y. 2024-25, the Company has not received any complaint on sexual harassment in terms of the POSH Provisions as applicable. No complaints were pending at the end of F.Y. 2024-25.
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 F.Y 2024-25 is uploaded on the website of the Company and the same is available at URL: https:// supremepetrochem.com/wp-content/uploads/2025/06/ Form MGT 7 31032025 DRAFT.pdf.
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 and valid up to 09.04.2027.
2. Authorized Economic Operator Certificate (AEO) under T3 category by Central Board of Indirect Taxes & Customs, for its import and exports, valid upto 05.03.2030.
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 OF COMPANY POST CLOSURE OF FINANCIAL YEAR
There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the F.Y 2024-25 till the date of this Report except the investment of r3141.60 lakhs made by the Company on April 17, 2025 for acquiring 80% equity shares (viz. 1737450 shares of r10/- each) of Xmold Polymers Pvt. Ltd. Consequently it become a subsidiary of the Company.
31. GENERAL DISCLOSURES
(A) No disclosure or reporting is required by Company for the following activities since no transaction took place in this respect during the reporting year.
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 Act.
(B) No significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its Directors which may impact its going concern status or its future operations in any manner.
(C) There is no change in the nature of business of the Company.
(D) No Fund Based Borrowings (viz. term loan) have been availed/ utilised by Company as on 31.03.2025.
(E) 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 deep appreciation to all the employees of the Company for their sincere services and outstanding contributions made towards conducting the overall operations of the Company efficiently. The Directors would also like to thank all the stakeholders of the Company including its Members, Customers, Suppliers, Bankers, Government Agencies and all other Business Associates for their excellent support and cooperation to the Company and reposing their full trust in its management.
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