To
The Members of
SUPREME INFRASTRUCTURE INDIA LIMITED
Your Directors have pleasure in presenting their 41st Annual Report and
the Audited Statement of Accounts for the year ended March 31, 2024.
HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
Rs. In Lakhs (except EPS)
| Particulars |
Standalone Results for the
year ended at |
Consolidated Results for the
year ended at |
|
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
| Total Income |
5943.05 |
9581.43 |
5961.02 |
10106.88 |
| Total Expenses |
123,693.55 |
102,602.05 |
123,774.43 |
123,702.76 |
| Profit/(Loss) Before Tax and Exceptional Item |
(117,750.50) |
(93,020.62) |
(117,813.40) |
(113,595.88) |
| Exceptional Item |
310.46 |
(2333.66) |
310.46 |
(6,587.56) |
| Profit/(Loss) Before Tax |
(117,440.04) |
(95,354,28) |
(117,502.94) |
(120,183.45) |
| Tax Expense (Net) |
- |
- |
- |
- |
| Profit /(Loss) After Tax |
(117,438.26) |
(95,345.46) |
(117,502.94) |
(120,183.45) |
| Earnings Per Share (EPS) |
(456.99) |
(371.05) |
(457.07) |
(450.53) |
Result of operations:
During the year under review on standalone basis your Company earned an
income of Rs. 5,943.05 Lakh against Rs. 9,581.43 Lakh in the previous year. Your Company
incurred losses of Rs. 117,438.26 Lakh as compared to the 95,345.46 Lakh in the previous
year.
No Material changes and commitments have occurred after the close of
the financial year till the date of this report, which may materially affect the financial
position of the Company.
The detailed analysis of the consolidated results forming part of the
Management Discussion and Analysis Report is provided separately in the Annual Report.
DIVIDEND
In view of the losses incurred and stressed financial resources, your
Directors do not recommend any dividend on Equity Shares and Preference Shares for the
year under review.
TRANSFER TO RESERVE:
As the Company has incurred losses the Board of Directors of the
Company (hereinafter referred to as the "Board") has not recommended transfer of
any amount during the year under review.
BUSINESS OPERATIONS
The Company is amongst the leading players in the country in the
Engineering, Procurement, and Construction (EPC) segment for power, roads, Bridges and
other infrastructure sectors. The Company is also engaged in implementation, operation and
maintenance of several projects in infrastructural areas through its special purpose
vehicles. It has executed the various projects within the state and country. Further, the
Company is also a leading utility company having presence across the value chain of
energy, Infrastructure businesses.
CONSOLIDATED FINANCIAL STATEMENTS
By Section 129(3) of the Companies Act, 2013 and in view of
notification issued by the Ministry of Corporate Affairs on Ind- AS, the Company has
prepared consolidated financial statements of the Company and all its subsidiaries as per
Ind-AS, which forms part of this Annual Report.
SHARE CAPITAL:
There has been no change in the authorized share capital of the Company
during the f inancial year 2023-24. Accordingly, as on March 31, 2024, the Authorized
share capital stood at INR 75,00,00,000/- (Rupees Seventy- Five Crores Only) divided into
7,50,00,000 (Seven Crore Fifty Lakh) Equity Shares of 10/-(Rupees Ten Only) each. The
paid-up equity share capital is 25,69,83,720/- (Twenty Five Crores Sixty Nine Lakhs Eighty
Four Thousand & Seven Hundred & Twenty Only) divided into 2,56,98,372/- (Two crore
Fifty Six Lkahs Ninety Eight Thousand Three Hundred & Seventy Two). The Company has
issued 2,500,000 , 1% Non-cumulative redeemable preference shares of 10 each. Also the
company has issued 37,500,000, 0.01% Non Convertible Non Cummulative Compulsory Reedemable
Prefernce Shares
DETAILS OF SUBSIDIARIES AND JOINT VENTURES
As on March 31, 2024, your Company has following subsidiaries and
Associate Company.
The Company has adopted a policy for determining material subsidiaries
in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015. The said policy is available on the Company's
website. A statement containing the salient features of the financial statements of the
subsidiary companies is attached to the financial statements in Annexure -1 in Form AOC-1.
| SUBSIDIARY COMPANIES |
| Sr NAME No. |
TYPE |
COMPANY'S HOLDING |
DATE OF CESSATION |
EFFECTIVE DATE |
|
|
(IN %) |
|
|
| 1. SUPREME INFRASTRUCTURE BOT PRIVATE LIMITED |
Subsidiary/ Associate |
100 |
22/05/2024 |
23/05/2024 |
| 2. SUPREME PANVEL INDAPUR TOLLWAYS PRIVATE LIMITED |
Subsidiary |
100 |
30/08/2024 |
30/08/2024 |
| 3. SUPREME SUYOG FURNICULAR ROPEWAYS PRIVATE LIMITED |
Subsidiary |
100 |
- |
- |
| 4. KOPARGAON AHEMDNAGAR TOLLWAYS (PHASE-1) PRIVATE LIMITED |
Subsidiary/ Associate |
51 |
07/10/2019 |
07/10/2019 |
| 5. PATIALA NABHA INFRA PROJECTS PRIVATE LIMITED |
Subsidiary/ Associate |
00 |
05/08/2024 |
05/08/2024 |
| 6. MOHUL KURUL KAMTI MANDRUP TOLLWAYS PRIVATE LIMITED |
Subsidiary |
00 |
- |
- |
| 7. KOTKAPURA MUKTSAR TOLLWAYS PRIVATE LIMITED |
Subsidiary/ Associate |
00 |
- |
- |
| 8. SANJOSE SUPREME TOLLWAYS DEVELOPMENT PRIVATE LIMITED |
Associate |
96.10 |
- |
- |
| (Under Liquidation by order of Delhi High Court w.e.f-
October 11, 2017) |
|
|
|
|
| 9. SUPREME INFRASTRUCTURE BOT HOLDINGS PRIVATE LIMITED |
Associate |
51 |
- |
- |
| 10. SUPREME BEST VALUE KOLHAPUR (SHIROLI) SANGLI TOLLWAYS
PRIVATE LIMITED |
Associate |
49.90 |
- |
- |
| 11. SUPREME AHMEDNAGAR KARMALA TEMBHUMI TOLLWAYS PRIVATE
LIMITED |
Associate |
51 |
- |
- |
| 12. SUPREME KOPARGAON AHMEDNAGAR TOLLWAY PRIVATE LIMITED |
Associate |
51 |
- |
- |
| 13. SUPREME MANOR WADA BHIWANDI INFRASTRUCTURE PRIVATE
LIMITED |
Subsidiary/ Associate |
49 |
19/05/2023 |
19/05/2023 |
| 14. SUPREME VASAI BHIWANDI TOLLWAYS PRIVATE LIMITED |
Subsidiary/ Associate |
100 |
22/12/2022 |
22/12/2022 |
Report on the Performance and Financial Position of Subsidiaries:
A report on the performance and financial position of each of the
subsidiaries as per the Act, in the prescribed Annexure- 1 in form AOC - 1 is annexed to
the consolidated financial statement and hence not repeated here for the sake of brevity.
The Company has a policy on material subsidiaries pursuant to Regulation 16(1)(c) of the
Listing Regulations. The same is available on the website of the Company viz:
www.supremeinfra.com
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the Company's operations in
future.
On a consolidated basis, the Company has 760 employees with 51 being
the permanent employess & remaining being on rotational contractual basis as of March
31, 2024.
DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013, AND
RULES MADE THEREUNDER
The Managing Director and CEO of the Company is not in receipt of any
remuneration and/or commission from any Holding / Subsidiary Company, as the case may be
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:
There are no employees drawing a monthly or yearly remuneration in
excess of the limits specified under Section 197 of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including any amendments thereof.
The information containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is
attached herewith as Annexure III.
DEPOSITS
During the year under review, your Company has not accepted any
deposits under Section 73 of the Act, and as such, no amount on account of principal or
interest on public deposits was outstanding as of March 31, 2024.
PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the notes to the standalone
financial statements.
Risk Management Policy:
The Company has devised and adopted a Risk Management Policy and
implemented a mechanism for risk assessment and management. The policy provides for the
identif ication of possible risks associated with the business of the Company, assessment
of the same at regular intervals and taking appropriate measures and controls to manage,
mitigate and handle them. The key categories of risk jotted down in the policy are
strategic risks, financial risks, operational risks and such other risk that may
potentially affect the working of the Company. A copy of the risk management policy is
placed on the website of the Company at www.supremeinfra.com
Pursuant to the requirement of Regulation 21 of the SEBI Listing
Regulations, the Company is not liable to constitute a committee of Directors.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per the provisions of Section 135 of the Companies Act, 2013, read
with rules framed there under, every company including its holding or subsidiary and a
foreign company, which fulf ills the criteria specified in sub-section (1) of section 135
of the Act, shall comply with the provisions of Section 135 of the Act and its rules. As
the company has incurred the losses the company is not liable to incur any expenses on
Corporate Social Responsibility as per section 135 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. Such internal financial controls over financial
reporting are operating effectively and the Statutory Auditor has also expressed their
opinion on the same in the Annexures to the Auditors Report.
WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy (the "WB Policy")
with a view to provide vigil mechanism to Directors, Employees and other Stakeholders to
disclose instances of wrongdoing in the workplace and report instances of unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy. The WB Policy also states that this mechanism provides for adequate
safeguards against victimization of Director(s)/ Employees who avail of the mechanism and
also provides for direct access to the Chairperson of the Audit Committee in exceptional
cases. The WB Policy has been posted on the website of the Company and the details of the
same are provided in the ‘Report on Corporate Governance' forming part of this
Annual Report. The WB Policy is available on the website of the Company at
www.supremeinfra.com.
PREVENTION OF SEXUAL HARRASSMENT POLICY:
The Company has a ‘Prevention of Sexual Harassment Policy' in
force in compliance with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to
ensure a safe, secure and congenial work environment where employees deliver their best
without any inhibition, threat or fear. The Company has Zero Tolerance to any form of
harassment especially if it is sexual in nature. The complaints filed under the Policy are
reported to the Audit Committee at its quarterly meetings with details of action taken
thereon. It is confirmed that during the year under review, the Company has complied with
applicable provisions in relation to sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, including the provisions relating to the
constitution of Internal Complaints Committee under the said act.
BOARD OF DIRECTORS
As of March 31, 2024, the Board comprised 8 (Eight) Directors out of
which 7 (Seven) were Non-executive Directors of which 5 (Five) were Independent. Mr. Vinod
Agarwala- Independent Director and Mr. V.P. Singh - Independent Director have ceased to be
director on the completion of their term (w.e.f March 31, 2024)
All the Independent Directors of the Company have given declarations
that they meet the criteria of independence as laid down under Section 149(6) of the Act.
BOARD AND INDEPENDENT DIRECTORS' MEETING
During the year, Six (6) Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report.
For the FY 2023-24, one meeting of the independent directors was held
on March 22, 2024.
COMMITTEES OF THE BOARD
A detailed note on the Board and its Committees is provided in the
‘Report on Corporate Governance' forming part of this Annual Report. The
composition of the major Committee/(s) is as follows: a) Audit Committee:
As on March 31, 2024, the Audit Committee comprised of 5 directors out
of which Four (4) Independent Directors viz. Mr. Dakshendra Brijballabh Agrawal
(Chairperson), Mr. Vinod Agarwala, Mr. Sushil Kumar Mishra , Mr. Vishwanath Prasad Singh
and one (1) Non-Independent Director, Mr. Vikram Bhawanishankar Sharma.
b) Nomination and Remuneration Committee:
As on March 31, 2024, the Nomination and Remuneration Committee
comprised of Three (3) Independent Directors viz. Mr. Vinod Agarwala (Chairperson), Mr.
Dakshendra Brijballabh Agrawal and Mr. Sushil Kumar Mishra
c) Corporate Social Responsibility Committee:
As on March 31, 2024, Corporate Social Responsibility Committee
comprised of Three (3) members out of which Two (2) were Independent Directors viz Mr.
Vinod Agarwala, Mr. Dakshendra Brijballabh Agrawal and one Executive Director viz Mr. V
ikram Bhawanishankar Sharma (Chairperson).
d) Stakeholders Relationship Committee:
As on March 31, 2024, Stakeholders Relationship Committee comprised of
three (3) members out of which Two (2) were Independent Director s viz. Mr. V inod Agar
wala (Chairperson), Mr. Vikram Bhawanishankar Sharma and Mr. Dakshendra Brijballabh
Agrawal The full details of the said meetings are given in the ‘Report on Corporate
Governance' forming part of this Annual Report
RELATED PARTY TRANSACTIONS:
All the contracts/arrangements/transactions that were entered into by
the Company during the financial year with related parties were on an arm's length
basis and in the ordinary course of business and none of such related party transactions
required the approval of the Board of Directors or the Shareholders as per the Act or LODR
Regulations. Further, there were no materially significant related party transactions that
may have potential conflict of interests of the Company at large. Prior omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in
the ordinary course of business and at arm's length. All Related Party Transactions
are placed before the Audit Committee for approval.
The policy on Related Party Transactions as approved by the Board is
available on the website of the Company at www.supremeinfra.com.
The details of the related party transactions as required under the Act
and the Rules are attached in Form AOC-2 as Annexure III.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Company has put in place a system to familiarise its Independent
Directors with the Company, their roles, rights & responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company, etc.
The details of such familiarization programs are put up on the website of the Company at
the link: www.supremeinfra.com.
KEY MANAGERIAL PERSONNEL
The Company has designated Mr. Vikram Sharma- Managing Director and Mr.
Sidharth Jain – Chief Financial Officer as Key Managerial Persons of the Company.
BOARD EVALUATION:
i. Performance Evaluation of the Independent Directors and Other
Individual Directors:
The Company has framed a policy for the Appointment of Directors and
Senior Management and Evaluation of Directors' Performance ("Board Evaluation
Policy"). The said policy sets out criteria for performance evaluation of Independent
Directors, other Non Executive Directors and the Executive Director. Pursuant to the
provisions of the Act and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Board carries out the performance evaluation of all the Directors (including Independent
Directors) on the basis of recommendation of the Nomination and Remuneration Committee and
the criteria mentioned in the Board Evaluation Policy. The Board decided that the
performance evaluation of Directors should be done by the entire Board of Directors
excluding the Director being evaluated and unanimously agreed on the following assessment
criteria for evaluation of Directors' performance:
• Attendance and active participation in the Meetings;
• Bringing one's own experience to bear on the items
for discussion;
• Governance covering Awareness and Observance; and
• Value addition to the business aspects of the Company.
ii. Performance Evaluation of Executive Director:
The performance of the MD & CEO is evaluated on the basis of
achievement of performance targets/criteria given to him by the Board from time to time
iii. Performance Evaluation by the Board of its own performance and its
Committees:
The performance of the Board is evaluated by the Board in the overall
context of understanding by the Board of the Company's principle and values,
philosophy and mission statement, strategic and business plans and demonstrating this
through its action on important matters, the effectiveness of the Board and the respective
Committees in providing guidance to the Management of the Company and keeping them
informed, open communication, the constructive participation of members and prompt
decision making, level of attendance in the Board meetings, constructive participation in
the discussion on the Agenda items, monitoring cash flow, profitability, income &
expenses, productivity & other f inancial indicators, so as to ensure that the Company
achieves its planned results, effective discharge of the functions and roles of the Board,
etc.
The performance of the Committees is evaluated by the members of the
respective Committees on the basis of the Committee effectively performing the
responsibility as outlined in its Charter, Committee meetings held at appropriate
frequency, length of the meetings being appropriate, open communication & constructive
participation of members and prompt decision-making, etc
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The criteria for Directors' appointment and for determining
qualification, positive attributes and independence of a Director as mentioned in the
‘Policy for Appointment of Directors and Senior Management and Evaluation of
Directors' Performance' in terms of Section 178(3) of the Act .
REMUNERATION POLICY:
The Remuneration Policy details for selection, appointment and
remuneration of directors and senior management are given in the Corporate Governance
Report, and the said policy is available on the website of the Company
www.supremeinfra.com:
BOARD DIVERSITY
The Company recognises and embraces the importance of a diverse Board
for its success. Your Company believes that a truly diverse Board will leverage
differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical backgrounds, age, ethnicity, race and gender that will help in
retaining its competitive advantage. The Board Diversity Policy adopted by the Board
outlines its approach to diversity. The policy is available on the www.supremeinfra.com.
ANNUAL RETRUN
Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return
of the Company is available on the website of the Company i.e. www.supremeinfra.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year as stipulated
under Regulation 34(3) of the Listing Regulations is separately given and forms part of
this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on the conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided
as Annexure III
AUDITORS
STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 and other applicable
provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Borkar
& Muzumdar, Chartered Accountants (Firm Registration No, 101569W) and M/s. Ramanand
& Associates, Chartered Accountants (Firm Registration No. 117776W) are appointed as
the joint auditors of the Company for a period of three years by the members of the
Company at 38th Annual General Meeting (AGM) to hold office from the conclusion of 38th
AGM till the conclusion of 41st AGM.
Whereas, on completion of term of M/s. Borkar & Muzumdar, Chartered
Accountants (Firm Registration No, 101569W) and Associates, Chartered Accountants (Firm
Registration No.
117776W) as joint auditor are re-appointed, M/s. Borkar & Muzumdar,
Chartered Accountants (Firm Registration No, 101569W) as the Statutory Auditors of the
Company by the members form this Annual General Meeting (AGM) for a term of five (5) years
i.e. till the conclusion of 46th AGM.
The observations made by them in their Report are self- explanatory and
do not call for any further clarifications from the Board.
EXPLANATION TO THE QUALIFICATION IN AUDITORS' REPORT
The Directors submit their explanation to the qualifications made by
the Auditors in their report for the year 2023-24. The relevant Para nos. of the report
and reply are as under:
i. As stated in Note 11.3 to the accompanying standalone
financial statements, the Company's trade receivables and other current assets as at March
31, 2024 include trade receivables amounting to Rs. 75,752.07 lakhs and unbilled revenue
amounting Rs. 3,965.57 lakhs respectively, which have been outstanding for a substantial
period (including receivables in respect of projects closed/substantially closed).
Management has assessed that no adjustments are required to the carrying value of the
aforesaid balances, which is not in accordance with the requirements of Ind AS 109,
'Financial Instruments' considering the period of outstanding. Consequently, in the
absence of sufficient and appropriate evidence to support the management's contention of
recoverability of these amounts and balance conf irmations, we are unable to comment upon
the adjustments, if any, that are required to the carrying value of trade receivables and
other current assets, and consequential impact, if any, on the accompanying standalone
financial statements. The audit Opinion on the Company's Standalone Financial Statements
for the previous year ended 31 March 2023 was also modified in respect of this matter.
ii. Note 4.4 to the accompanying Standalone financial
Statements, the Company's non-current investments and trade receivable
as at March 31, 2024 include non- current investments in one erstwhile Subsidiary Company,
Supreme Infrastructure BOT Private Limited ('SIBPL') and trade receivables from step down
subsidiaries of the said Company amounting to Rs. 142,556.84 lakhs and Rs. 2,139.37 lakhs
respectively. The Company has significant accumulated losses, and its consolidated
net-worth is fully eroded. Further, the said Company is facing liquidity constraints due
to which it may not be able to realise projections as per the approved business plans. On
May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process
("CIRP") on an application filed by one of the financial creditors of SIBPL
pursuant to which the Company has lost control over the SIBPL and accordingly SIBPL has
ceased to be a subsidiary Company. The management has considered such balances as fully
recoverable and assessed that no adjustments are required to the carrying value of the
aforesaid balances, which is not in accordance with the requirements of Ind AS 109,
'Financial Instruments'. In the absence of suff icient appropriate evidence to support the
management's assessment as above, accumulated losses in this subsidiary as on March 31,
2024, Company is under CIRP and other relevant alternate evidence, we are unable to
comment upon adjustments, if any, that may be required to the carrying values of these
non-current investments and trade receivables from step down subsidiaries of said Company
and the consequential impact on the accompanying Standalone Financial Statements. The
audit opinion on the Company's Standalone Financial Statements for the previous year ended
March 31, 2023 was also modified in respect of this matter
iii. Note 4.5 to the accompanying standalone financial
Statements, the Company's non-current investments, trade receivable and other current
assets as at March 31, 2024 include investments in one of its subsidiary and trade
receivable and unbilled revenue from said subsidiary amounting to Rs. 15,677.22 lakhs, Rs.
3,814.66 lakhs and Rs. 3,201.67 lakhs respectively. National Highways Authority of India
("NHAI") had issued an intent to terminate notice to this subsidiary, the said
notice has been subsequently stayed by order of the Hon'ble High Court of Delhi and the
matter has been referred to arbitral tribunal in order to adjudicate the dispute between
the parties. In terms of the order passed by the Hon'ble Arbitral Tribunal dated March 10,
2023 in furtherance to the Hon'ble Apex Court directions dated February 7, 2023, this
subsidiary and NHAI have been directed to explore mutual conciliation under policy of
NHAI, which are currently ongoing as informed by the management. The management has
considered these non-current investments, trade receivable and other current assets as
fully recoverable and has assessed that no adjustments are required to the carrying value
of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109,
'Financial Instruments'. In the absence of sufficient and appropriate evidence to support
the management's assessment as above, stoppage of operations and non- Recognition of trade
payable to holding Company in books of this subsidiary, SPITPL has defaulted in the
payments of instalments of lenders on its borrowings for the project, its auditors have
qualified on the recoverability of the project asset and also considering the fact that
NHAI has appointed new vendor to complete the remaining work of the ongoing project, and
no cash flows due to the aforesaid termination notice and matter under arbitration, we are
unable to comment upon impact of adjustments, that may be required to the carrying values
of these non-current investments, trade receivables and other current assets and the
consequential impact on the accompanying standalone f inancial Statements. The audit
opinion on the Company's Standalone Financial Statements for the previous year ended March
31, 2023 was also modified in respect of non-current investments
iv. Note 18.4 to the accompanying standalone financial
Statements, the Company's current borrowings as at March 31, 2024 include balance
amounting to Rs. 1,71,977.01 Lakhs (Principal Amount), in respect of which
confirmations/statements from the respective banks/lenders have not been received.
Further, in respect of certain loans where principal balance has been confirmed from the
confirmations issued by the lenders, the interest accrued amounting Rs. 4,29,938.52 Lakhs
included in Other financial liabilities as on March 31, 2024 have not been confirmed by
banks/lenders. In cases where banks/lenders have given confirmation for interest
outstanding, differences are noticed in the balances since Banks/lenders have stopped
accrual of interest as the accounts of the Company are classified as NPA in their books.
In the absence of such confirmation from banks/lenders or sufficient and appropriate
alternate audit evidence for differences, we are unable to comment on the adjustments and
changes in results and classification of balances in accordance with the principle of Ind
AS 1, presentation of f inancial statements, that may be required to carrying value of the
aforementioned balances in the the accompanying standalone financial Statements. The audit
Opinion on the Company's standalone financial Statements for the previous year ended March
31, 2023 was also modified in respect of this matter.
v. Note 38 to the accompanying standalone financial Statements,
which indicates that the Company has incurred a net loss of Rs. 32,650.27 lakhs and Rs.
1,17,440.04 lakhs during the quarter and year ended March 31 2024 respectively and, has
also suffered losses from operations during the preceding financial years, the Company's
accumulated losses amounts to Rs. 5,36,450.17 lakhs and its current liabilities exceeded
its current assets by Rs. 6,44,097.83 lakhs. Further, as disclosed in Note 3 to the said
financial statements regarding pending approval of the Scheme of Compromise/Arrangement
with its Financial Creditors by NCLT, the external borrowings from banks and financial
institutions continue to be classified as default till the Scheme is fully implemented.
Aforesaid conditions indicate existence of material uncertainty that may cast significant
doubt on the Company's ability to continue as a going concern due to which the Company may
not be able to realize its assets and discharge its liabilities in the normal course of
business. The above factors, along with other matters as set forth in the aforesaid note,
indicate that a material uncertainty exists that may cast significant doubt on the
Company's ability to continue as a going concern. However, on expectation of execution and
implementation of the aforesaid revised resolution plan post approval by NCLT, further
fund infusion by the promoters and investors, and future business continuity and growth
prospects, Management is of the view that going concern basis of accounting is appropriate
vi. Note 42 to the accompanying standalone financial Statements
regarding non compliances with the following requirements of the Act towards which the
Company has not provided for penalty in its Standalone financial statements. Further, the
additional impact if any, on the financial statements is presently not ascertainable.
vii. Holding of the Annual General Meeting (AGM), laying of the
standalone Financial Statements in the AGM for the financial year 2022-2023 and f iling of
annual return and annual accounts for the f inancial years ended March 31, 2023, in
accordance with the requirements of section 96(1), 129, 92(1) and 137, respectively, of
the Act
i. Trade receivables as at March 31, 2024 include trade
receivables amounting to Rs. 75,752.07 lakhs and unbilled revenue amounting Rs. 3,965.57
lakhs respectively, which have been outstanding for a substantial period (including
receivables in respect of projects closed/ substantially closed). Based on the contract
terms and the ongoing recovery/ arbitration procedures (which are at various stages),
Management is reasonably conf ident of recovering these amounts in full. Accordingly,
these amounts have been considered as good and recoverable.
ii. The Company's non-current investments and trade receivable
as at March 31, 2024 include non-current investments in one erstwhile Subsidiary Company,
Supreme Infrastructure BOT Private Limited and trade receivables from step down
subsidiaries of the said Company amounting to Rs. 142,556.84 lakhs and Rs. 2,983.93 lakhs
respectively. SIBPL is having various Build, Operate and Transfer (BOT) SPVs under its
fold. Based on certain estimates like future business plans, growth prospects, ongoing
discussions with the clients and consortium lenders, on the basis of the orders of Hon'ble
NCLAT, Management believes that the net- worth of SIBPL does not represent its true market
value and the realizable amount of SIBPL is higher than the carrying value of the
non-current investments and Trade receivable as at March 31, 2024 and due to which these
are considered as good and recoverable.
iii. The Company's non-current investments and trade receivable
as at March 31, 2024 include investments in Supreme Panvel Indapur Tollways Private
Limited ('SPITPL'), the Company's non-current investments, trade receivable and other
current assets as at March 31, 2024 include investments in one of its subsidiary and trade
receivable and unbilled revenue from said subsidiary amounting to Rs. 15,677.22 lakhs, Rs.
3,814.66 lakhs and Rs. 3,201.67 lakhs respectively. National Highways Authority of India
("NHAI") has issued an "intent to terminate" notice to SPITPL, the
said notice has been subsequently stayed by order of the Hon'ble High Court of Delhi and
the matter has been referred to arbitral tribunal in order to adjudicate the dispute
between the parties. Based on certain estimates like future business plans, growth
prospects, ongoing discussions with the clients and consortium lenders, Management
believes that the net-worth of SPITPL does not represent its true market value and the
realizable amount of SPITPL is higher than the carrying value of the non-current
investments as at March 31, 2024 and due to which these are considered as good and
recoverable.
iv. Company's current borrowings as at March 31, 2024 include
balance amounting to Rs. 1,71,977.01 Lakhs (Principal Amount), in respect -of which
confirmations/ statements from the respective banks/ lenders have not been provided to us
by the management of the Holding Company. Further, in respect of certain loans while
principal balance has been conf irmed from the confirmations issued by the banks/lenders,
the interest accrued amounting Rs. 4,29,938.52 Lakhs have not been conf irmed by
banks/lenders. In the absence of conf irmations/ statements from the lenders, the Company
has provided for interest and other penal charges on these borrowings based on the latest
communication available from the respective lenders at the interest rate specified in the
agreement. The Company's management believes that amount payable on settlement will not
exceed the liability provided in books in respect of these borrowings. Accordingly,
classification of these borrowings into current and non- current as at March 31, 2024 is
based on the original maturity terms stated in the agreements with the lenders.
v. Non compliances with the following requirements of the Act
towards which the Company has not provided for penalty in its financial statements.
Further, additional impact if any, on the financial statements is presently not
ascertainable
vi. Holding of the Annual General Meeting (AGM), laying of the
Financial Statements in the AGM for the financial year 2022-2023 and f iling of annual
return and annual accounts for the financial years ended March 31, 2023, respectively in
accordance with the requirements of section 96(1), 129, 92(1) and 137, respectively, of
the Act.
The Auditor's qualification in respect of Consolidated Financial
Statements and Management Response thereof is in line with the above.
i. Note 13.3 to the accompanying consolidated statement, the
Holding Company's trade receivables and other current assets as at March 31, 2024 include
trade receivables amounting to Rs. 75,752.07 lakhs and unbilled revenue amounting Rs.
3,965.57 lakhs respectively, which have been outstanding for a substantial period
(including receivables in respect of projects closed/ substantially closed) and Management
has assessed that no adjustments are required to the carrying value of the aforesaid
balances, which is not in accordance with the requirements of Ind AS 109, 'Financial
Instruments' considering the period of outstanding. Consequently, in the absence of
sufficient and appropriate evidence to suppor t the management's contention of
recoverability of these amounts and balance confirmations, we are unable to comment upon
the adjustments, if any, that are required to the carrying value of trade receivables, and
consequential impact, if any, on the accompanying consolidated statement. The audit
Opinion on the Company's consolidated statement for the previous year ended March 31, 2023
was also modified in respect of this matter.
ii. Note 6.4 to the accompanying consolidated statement, the
Holding Company's non-current investments and trade receivable as at March 31, 2024
include non- current investments in one erstwhile Subsidiary Company, Supreme
Infrastructure BOT Private Limited ('SIBPL') and trade receivables from step down
subsidiaries of the said Company amounting to Rs. 142,556.84 lakhs and Rs. 2,139.37 lakhs
respectively. The Company has significant accumulated losses, and its consolidated
net-worth is fully eroded. Further, the said Company is facing liquidity constraints due
to which it may not be able to realise projections as per the approved business plans. On
May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process
("CIRP") on an application filed by one of the financial creditors of SIBPL
pursuant to which the Company has lost control over the SIBPL and accordingly SIBPL has
ceased to be a subsidiary Company. The management has considered such balances as fully
recoverable and assessed that no adjustments are required to the carrying value of the
aforesaid balances, which is not in accordance with the requirements of Ind AS 109,
'Financial Instruments'. In the absence of suff icient appropriate evidence to support the
management's assessment as above, accumulated losses in this subsidiary as on March 31,
2024, uncertainty of operations due to CIRP process and other relevant alternate evidence,
we are unable to comment upon adjustments, if any, that may be required to the carrying
values of these non-current investments and trade receivables from step down subsidiaries
of said Subsidiary Company and the consequential impact on the accompanying consolidated
statement. The audit opinion on the Company's consolidated statement for the previous year
ended March 31, 2023 was also modified in respect of this matter.
iii. Note 6.4 of the accompanying consolidated statement,
Supreme Infrastructure BOT Private Limited ("SIBPL"), a
Subsidiary of Company, the Board of Directors of SIBPL were suspended with effect from May
22, 2024 due to SIBPL has been admitted to Corporate Insolvency Resolution Process
("CIRP") on an application filed by one of the financial creditor of SIBPL.
Being a material subsidiary, owing to unavailability of financial statements and/or f
inancial information of SBIPL and its subsidiaries ("SBIPL Group") for the
period April 1, 2023 to March 31, 2024, the financial statements of SBIPL Group for
financial year 2023-24 have not been included in the consolidated statement of the Holding
Company and the assets and liabilities of SBIPL Group have been derecognised at their
respective carrying values as at March 31, 2023. The said accounting treatment by the
Group is not in compliance with the Ind AS 110- Consolidated Financial Statements. In the
absence of relevant financial information of SBIPL, we are unable to comment upon the
compliance of Ind AS 110- Consolidated Financial Statements and its consequential impact
on the consolidated statement for the year ended 31st March, 2024.
iv. The Group's trade receivable as at March 31, 2024 include
receivable from one of the subsidiary, Supreme Panvel Indapur Tollways Private Limited
amounting to
` 2,367.55 lakhs has not been recognised by the subsidiary in its
financial statements as payable to the holding Company. Due to this, trade receivables of
the group are overstated and losses of the group for the year are understated to the
extent of Rs. 2,367.55 lakhs. The audit Opinion on the Company's consolidated statement
for the previous year ended March 31, 2023 was also modified in respect of this matter.
v. Note 20.1 to the accompanying consolidated statement, the
Holding Company's current borrowings as at March 31, 2024 include balance amounting to Rs.
1,71,977.01 Lakhs (Principal Amount), in respect of which confirmations/statements from
the respective banks/ lenders have not been received. Further, in respect of certain loans
where principal balance has been confirmed from the confirmations issued by the lenders,
the interest accrued amounting Rs. 4,29,938.52 Lakhs included in Other financial
liabilities as on March 31, 2024 have not been confirmed by banks/lenders. In cases where
banks/lenders have given confirmation for interest outstanding, differences are noticed in
the balances since Banks/lenders have stopped accrual of interest as the accounts of the
Company are classified as NPA in their books. In the absence of such confirmation from
banks/lenders or sufficient and appropriate alternate audit evidence for differences, we
are unable to comment on the adjustments and changes in results and classification of
balances in accordance with the principle of Ind AS 1, presentation of f inancial
statements, that may be required to carrying value of the aforementioned balances in the
accompanying consolidated statement. The audit Opinion on the consolidated statement for
the previous year ended March 31, 2023 was also modified in respect of this matter.
vi. Note 47 to the accompanying financial statements, regarding
non compliances with the following requirements of the Act towards which the Holding
Company has not provided for penalty in its Consolidated/Standalone financial statements.
Further, the additional impact if any, on the financial statements is presently not
ascertainable.
vii. The Company has not complied with the following
requirements of the Companies Act 2013. Filling of annual return and annual accounts for
the financial year ended March 31, 2023 in accourdance with the requirement of section
129(3), 92 and 137 of the Act. Compliance for the same will be done in due course.
i. Trade receivables and other current assets as at March 31,
2024 include trade receivables amounting to Rs. 75,752.07 lakhs (March 31, 2023: Rs.
74,749.41 lakhs) and unbilled revenue amounting Rs. 3,965.57 lakhs (March 31, 2023: Rs.
3,965.57 lakhs) respectively, in respect of projects which have been outstanding for a
substantial period (including receivables in respect of projects closed/substantially
closed). Based on the contract terms and the ongoing recovery/ arbitration procedures
(which are at various stages), Management is reasonably confident of recovering these
amounts in full. Accordingly, these amounts have been considered as good and recoverable.
Balances of Trade Receivables are subject to balance confirmation and adjustments, if any.
ii. The Group's non-current investments and trade receivable as
at March 31, 2024 include investments in Supreme Infrastructure BOT Private Limited
('SIBPL') amounting to Rs. 142,556.84 lakhs (March 31, 2023 : Rs. 142,556.84 lakhs) and
Rs. 2,139.37 lakhs (March 31, 2023 : Rs. 1,848.31 lakhs) respectively. On May 22, 2024,
SIBPL has been admitted to Corporate Insolvency Resolution Process ("CIRP") on
an application filed by one of the f inancial creditor of SIBPL pursuant to which the
Company has lost control over the SIBPL and accordingly SIBPL has ceased to be a
subsidiary company. However, subsequently this financial creditor of SIBPL has provided an
in principle approval for the resolution of the debt and is in the process of taking
requisite action in furtherance, which would enable ending the CIRP process of SIBPL.
Owing to unavailability of audited financial statements and/or f inancial information of
SBIPL and its subsidiaries ("SBIPL Group") for the period April 1, 2023 to March
31, 2024, the financial statements of SBIPL Group for financial year 2023-24 have not been
included in the consolidated statement of the Holding Company and the assets and
liabilities of SBIPL Group have been derecognised at their respective carrying values as
at March 31, 2023. Investment in this Company has been carried at cost under non-current
investments. SIBPL has various Build, Operate and Transfer (BOT) SPVs under its fold.
While SIBPL has incurred losses during its initial years and have accumulated losses,
causing the net worth of the entity to be fully eroded as at March 31, March 2024, the
underlying projects are expected to achieve adequate prof itability on substantial
completion of the underlying projects.
iii. Holding Company's Management is in discussion with the
respective lenders, clients for the availability of right of way and other required
clearances and is confident of resolving the matter without any loss to the respective
SPVs. Therefore, based on certain estimates like future business plans, growth prospects,
ongoing discussions with the clients and consortium lenders, on the basis of the orders of
Hon'ble NCLAT for these step down subsidiaries, Management believes that the net-worth of
SIBPL does not represent its true market value and hence carrying value of the non-current
investments and Trade receivable as at March 31, 2024 are considered as good and
recoverable by Management of the Holding Company.
iv. The Company has not complied with the following requirements
of the Companies Act 2013. Filling of annual return and annual accounts for the financial
year ended March 31, 2023 in accordance with the requirement of section 129(3), 92 and 137
of the Act. Compliance for the same will be done in due course.
Further, the other observations made by the Auditors in their report
are self-explanatory and does not call for any further comment. The Notes on financial
statement referred to in the Auditors' Report are self-explanatory and do not call for any
further comments
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its Infrastructure activity is required to be
audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s.
Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial
year 2023-2024. Accordingly, a Resolution seeking Member's ratification for the
appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors
is included at the Notice convening the Annual General Meeting.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Amruta Giradkar & Associates, Company Secretary in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year 2023-2024 along with certain qualification, reservation or adverse remark
annexed herewith as ‘Annexure-IV.
ANNUAL SECRETARIAL COMPLIANCE REPORT
In Compliance with the Regulation 24A of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 and SEBI circular CIR/CFD/CMD1/27/2019 dated
8th February, 2019, the Company has undertaken an audit for the financial year 2023-2024
for all the applicable compliance as per the Securities and Exchange
Board of India Regulation and Circular/Guidelines issued thereunder.
The Annual Secretarial Compliance Report duly issued by Amruta Giradkar & Associates,
Company Secretary has been submitted to the Stock Exchanges Secretarial Standards.
DETAILS OF PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings, either filed by the Company or f iled against
the Company, pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as
amended, before National Company Law Tribunal or other courts during the year 2022- 2023.
However the company had six subsidiaries of which one Supreme Infrastructure BOT Private
Limited, Patiala Nabha Infra Projects Private Limited, Kopargaon Ahmednagar Tollways
(Phase I) Private Limited, Supreme Vasai Bhiwandi Tollways Private Limited and Supreme
Manor Wada Bhiwandi Infrastructure Private Limited are under the CIRP Process and Sanjose
Supreme Tollways Development Private Limited is under the Liquidation Process.
CORPORATE GOVERNANCE:
Our Company is fully committed to follow good Corporate Governance
practices and maintaining the highest business standards in conducting business. The
Company continues to focus on building trust with shareholders, employees, customers,
suppliers and other stakeholders based on the principles of good corporate governance viz.
integrity, equity, transparency, fairness, sound disclosure practices, accountability and
commitment to values.
Your Company was compliant with the provisions relating to Corporate
Governance. The report on Corporate Governance, as stipulated under Regulation 34 of SEBI
Listing Regulations forms part of an integral part of this Annual Report.
The Report on Corporate Governance also contains certain disclosures
required under the Act. A Certif icate from M/s. Amruta Giradkar and Associates,
Secretarial Auditor of the Company conf irming compliance to the conditions of Cor porate
Governance as stipulated under SEBI Listing Regulation, is annexed to this Report in
Annexure VI.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3) (c) of the Companies Act, 2013 that the Board of
Directors have:
a. In the preparations of the annual accounts for the year ended
March 31, 2024, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any; b. Selected
such accounting policies as mentioned in the annual accounts and applied them consistently
and judgment and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2024 and of
the loss of the Company for the year ended on that date;
c. 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;
d. Prepared the annual accounts on a going concern basis; e.
Laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and were
operating effectively;
f. Devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system was adequate and operating
effectively.
Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return
of the Company is available on the website of the Company i.e. www.supremeinfra.com.
ACKNOWLEDGEMENT
The members of the Board of Directors wish to place on record their
sincere appreciation for the devoted services rendered by all the employees and the
continued co-operation and confidence of shareholders. The Board expresses their sincere
thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers,
Suppliers, Business Associates and all other well-wishers for their consistent
contribution at all levels to ensure that the Company continues to grow and excel.
|
For and on behalf of the Board |
|
Supreme Infrastructure India Limited |
|
Sd/- |
|
Vikram Bhawanishankar Sharma |
| Date : May 07, 2025 |
Managing Director |
| Place: Mumbai |
DIN: 01249904 |
