DIRECTORS' REPORT The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED Your Directors have pleasure in presenting Thirty Third Annual Report and Audited Accounts of the Company for the year ended 31st March 2015. 2. DIVIDEND: No dividend is recommended for the year under review. 3. RESERVES: For the financial year ended 31st March, 2015, your Company has not transferred any amount to Reserves. 4. OPERATIONS: The Land at Panvel Taluka belonging to the company is included under CIDCO planning and development plan. They are addressing to this assignment to finalise the same as speedily as possible. The Company is studying wherever Zone change is required and is being attended to for approval. After the Development plans are announced by the authorities the Company will take up planning of a multiuse / multi function master plan. The Company is expecting that the Government's development plan would be announced in 4-5 months. Currently the Company is engaged in preparatory work in the Site such as levelling, security, internal roads, water supply and so on. As regards Pune land, all the major requisite approvals for constructing a residential complex have been received by the Company. The tenders for Civil Construction has been awarded and the work is commenced. In continuation of the above many tenders are getting ready for issue for water supply & distribution, sanitation, interior and exterior finishes, electrical power & distribution and so on. It is to be appreciated that as the planning and tendering and work execution is started, it would lead to Income achieving stage and onward projection there to. The final project comprises of Six Towers of Fifteen Floors each totalling to 240 apartments of 2 BHK/3BHK/4BHK beautiful apartments with huge central garden, clubhouse and many more facilities. The sale booking for apartments is expected to start from the later half of this fiscal year. 5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: (a) Industry Structure: Real Estate is currently under stress. The New Government is looking at various ideas for improvement and implementation. Solving financial situation. Simpler approval procedures are being regulated to improve speedily a sector growth of great importance for the country in improving the GDP. (b) Company's Performance: The Company has not earned any Income from Operation during the year 2014-15. The other Income consists of dividend and interest income. The total Income for the year 2014-15 was at Rs.1.72 Lacs as compared to Rs. 16.58 Lacs in the previous year. During the year under review, the construction cost was at Rs. 384.67 Lacs as against Rs. 456.94 Lacs in the previous year. The employees cost during the years 2014-15 was at Rs.13.23 Lacs as compared to Rs. 9.98 Lacs in the previous year and the Administrative & Other Expenses were at Rs. 11.78 Lacs as compare to Rs. 7.57 Lacs in the previous year The loss for the year 2014-15 before depreciation and taxation was at Rs. 23.28 Lacs as against loss of Rs. 0.97 Lacs in the previous year. The Depreciation was at Rs. 0.91 lacs as against Rs. 0.62 Lacs in the previous year. After providing for taxation, including deferred tax, the Company has reported Net Loss of Rs. 16.90 Lacs during the year 2014-15 as against Net Loss Rs. 4.13 Lacs in the previous year. (c) Segment -wise Performance: Segment wise analysis of performance is not applicable to the Company under Accounting Standard 17 as issued by ICAI as Company had only one reportable segment during the year. (d) Outlook for the Company: With the start of construction of the project at Pune in the current year, the growth and long term prospects of the Company are positive. (e) Opportunities, Threats, Risk and Concerns: Some measures adopted by the government recently in improving the economy and market sentiments have brought business opportunities in Real Estate Industry. The Rupee reaching rational price has also attracted investments form NRIs and foreigners. Inflation still remains the biggest threat coupled with the significant rise in the commodity prices which has adverse effect on the purchasing power of the consumers. The major challenge in Construction Industry is the management of multifaceted tax levies on various transactions. The Hospitality and Construction Sectors in general are sensitive to fluctuations in the economy, government policies and is very sensitive to the global security environment. (f) Internal Control Systems and their Adequacy: The Company has proper and adequate systems of internal control. The internal control systems of the company are designed to ensure the financial and other records are reliable for preparing the financial statements and other data and for accountability of assets. The company has an Audit Committee of the Board of Directors, which meets regularly to review the adequacy of internal controls. (g) Human Resources: The Company enjoys cordial and harmonious relationship with its employee. 6. FIXED DEPOSITS: During the year under review the company has not invited any Fixed Deposit from the public. 7. LOANS, GUARANTEE AND INVESTMENTS: Particulars of loans, investments, guarantees given and securities provided are reported in the financial statement (Please refer to Note No. 5, 11, 12, 16, 17 and 22 to the Standalone Financial Statement). 8. INVESTOR EDUCATION AND PROTECTION FUND: There has been no transfer to the said Investor Education and Protection Fund during the current year. 9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS: There are no significant and material orders passed by the regulators or others. 10. RELATED PARTY TRANSACTION: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Disclosure pertaining to contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 is enclosed as "Annexure - C" to this report. The policy on Related Party Transactions is hosted on the website of the Company under the web link <http://www.supremeholdings.net/company-policies>. htm. 11. SUBSIDIARY COMPANY: Your Company has one wholly owned Subsidiary company namely Helmet Traders Limited as on 31st March, 2015 A Statement containing the salient features of the financial statement of subsidiaries as prescribed under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of The Companies (Accounts) Rules, 2014 is attached and forms part of the Annual Report. The policy on determining Material Subsidiaries is hosted on the website of the Company under the web link <http://www>. supremeholdings.net/company-policies.htm. 12. LISTING STATUS: The company's shares are presently listed on Bombay Stock Exchange Ltd. 13. NOMINATION AND REMUNERATION POLICY The details of Nomination and Remuneration policy of the Company for Directors, KMP's and Senior Personnel of the Company are given in the Corporate Governance Report. 14. ANNUAL EVALUATION BY THE BOARD: In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Nomination and Remuneration Committee has laid down the criteria for evaluation of individual Directors, the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of Board and Committees, experience and expertise, performance of specific duties and obligation, governance and compliance issues, attendance, contribution at meeting etc., The performance evaluation of the Non Independent Directors was carried out by the Independent Directors at a separately convened meeting where the performance of the Board as a whole was evaluated and reviewed. The performance of the Independent Directors was carried out by the entire Board (Excluding the Director being evaluated). 15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 16. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a vigil mechanism to deal with instance of fraud and mismanagement. The policy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Company under the web link <http://www.supremeholdings.net/company->policies.htm 17. CORPORATE GOVERNANCE: A separate report on Corporate Governance is furnished as a part of the Directors Report as "Annexure - E" and a certificate from the Company's Auditors regarding the compliance of conditions of Corporate Governance is annexed to the said Report. 18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS: The Familiarization programme enable the Independent Directors to understand the Company's business and operations in depth and to familiarize them with the process and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company's Policy of conducting the Familiarization programme has been hosted on the website of the Company under the web link <http://www>. supremeholdings.net/company-policies.htm 19. RISK MANAGEMENT: The Company has adequate risk assessment and mitigation policy commensurate with size and nature of business to ensure that all the current and future material risk exposure of the Company are identified, assessed, quantified, appropriately mitigated, minimised and managed. 20. DIRECTORS: The Board director at its meeting held on 30th September, 2014 appointed Mr. Prateek Jatia Director of the Company as Whole Time Director designated as Executive Director & Chief Financial Officer of the Company for the period of 3 (Three) years with effect from 1st October, 2014 without any remuneration. Pursuant to Section 149 (1) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement Mrs. Shruti Jatia has been appointed as an Additional Director of the Company with effect from 30th March, 2015. Mrs. Shruti Jatia will hold office till the date of the forthcoming Annual General Meeting and a notice has been received from a Member proposing the candidature of Mrs. Shruti Jatia for being appointed as a Director of the Company. Mr. Vidip Jatia retires by rotation and being eligible offers himself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange. 21. MEETINGS: During the year seven Board Meetings and five Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. 22. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' responsibility statement it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; ii) That the directors have adopted such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review; iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) That the directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis. v) That the proper financial controls were in place and that the financial controls were adequate and were operating effectively vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively 23. PERSONNEL: The information required under Section 197 of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in "Annexure -B". 24. AUDIT COMMITTEE: The present Audit committee comprises of Shri RGN Swamy, Shri Rishabh Kalati and Shri Vinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGN Swamy is Chairman of the Audit Committee. 25. AUDITORS AND AUDITORS REPORT: Pursuant to provisions of Section 139(1) of the Companies Act,2013, M/s. KCPL And Associates, LLP Chartered Accountants, were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held during the year 2019, subject to ratification at every Annual General Meeting. The Company has received letter from the Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limit under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from the appointment. Your Board recommends the ratification of appointment of M/s. KCPL And Associates, LLP Chartered Accountants, Mumbai, as Statutory Auditors of the Company for the financial year 201516 and to hold the office till the conclusion of the next Annual General Meeting to be held during the year 2016. There were no observations or adverse remark in the Auditors Report, which require any explanation by the Board of Directors. 26. SECRETARIAL AUDITOR: Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s Shivlal Maurya & Co. a Practicing Company Secretary firm to undertake Secretarial Audit of the Company. Accordingly the Secretarial audit of the Company for the financial year 2014-15 was conducted by M/s Shivlal Maurya & Co. The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure D". There were no reservation and qualification as marked in Secretarial Audit Report which requires any explanation by the Board of Directors. 27. EXTRACT OF ANNUAL RETURN: Pursuant to section 134 (3) (a) and Section 92(3) of Companies Ac, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 form part of this Report as "Annexure -A" 28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: The Company has not carried out any material construction activities during the year and therefore the Company has nothing to report on Conservation of Energy and Technology absorption as required pursuant to section 134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014. 29. FOREIGN EXCHANGE EARNINGS AND OUTGO: Earning: Nil Outgo: Nil 30. CORPORATE SOCIAL RESPONSIBILITY: The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with Section 135 of the Companies Act, 2013. The Company has not initiated any Corporate Social Responsibility activities as the said provisions are presently not applicable to the Company. 31. ACKNOWLEDGEMENTS: The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by all the Government agencies, shareholders and employees at all levels and look forwards for their continued support. For and on behalf of the Board R G N SWAMY Chairman Place: Mumbai Date: 30th May 2015 |