Supreme Engineering Limited — Proxy Solicitation & Information Statement 2022

May 24, 2022

CIN NO. L99999MH1987PLC043205

(Formerly known as Supreme Heatreaters Pvt. Ltd.)

NOTICE IS HEREBY GIVEN THAT THE EXTRA-ORDINARY GENERAL MEETING ("EGM") OF THE MEMBERS OF SUPREME ENGINEERING LIMITED ("THE COMPANY") WILL BE HELD ON MONDAY, JUNE 13, 2022 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY TO FACILITY TO TRANSACT THE FOLLOWING BUSINESS.

SPECIAL BUSINESS:

ITEM NO. 1

Approval of Appointment of S. R. Dhariwal & Co as Auditor of the Company

To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (as amended or reenacted from time to time) and other applicable provision of the companies Act 2013 and considering the recommendations made by the Audit Committee (mentioned only if applicable), the consent of the Board be and is hereby recommends $M/s$ S.R. Dhariwal & Co, Chartered Accountants (Firm Registration No 102455 W) for appointment as the statutory auditor of the company for the financial year 2021-2022, from the conclusion of the forthcoming annual general meeting till the conclusion of Annual General meeting held in year 2023-2024, at a remuneration to be decided in consultation with it.

RESOLVED FURTHER THAT appointment of the statutory auditor shall be subject to the ratification at each annual general meeting held after forthcoming annual general meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matter, filing and things which may deem necessary in this behalf

ITEM NO. 2

Approval of Increase in Authorized Share Capital of the Company

To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 61(1)(a), 64 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification (s) or re-enactment thereof, for the time being in force) and the relevant rules framed there under and in accordance with the applicable provisions of the Articles of Association of the Company and subject to the approval of members of the Company, the consent of Board of Directors be and is hereby accorded to increase the Authorized Share Capital of the Company from Rs. 25,10,00,000/- (Twenty Five Crore Ten Lakh Rupees Only) divided into 25,10,00,000 (Twenty Five Crore Ten Lakh) equity shares of Rs. 1/- (Rupee One Only) each to Rs. 45,00,00,000 /- (Rupees Forty Five Crores only) divided into 45,00,00,000 (Forty Five Crore) equity shares of Rs. $1/-$ (Rupee One only) each by the creation of additional 19,90,00,000 (Rupee Ninety Crore Ninety Lakh only) equity shares of Rs. 1/- (Rupee One Only) each.

RESOLVED FURTHER THAT the any of the Director of the company be and is hereby severally authorized to sign and submit necessary form with Registrar of Companies Mumbai as may be required and to do all such acts, deeds and take necessary steps as may be necessary and incidental to give effect to the foregoing resolution

ITEM No 3

Approval for Amendment in Memorandum of Association of the Company

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution.

"RESOLVED THAT pursuant to sections 13, 61, 64 and other applicable provisions of the Companies Act, 2013, the consent of the members of the company be and is hereby accorded for substituting the existing Clause V of the Memorandum of Association of the company relating to Authorised Share Capital with the following new clause in its place:

'V. The Authorised Share Capital of the company is Rs. 45,00,00,000/- (Rupees Forty Five Crores Only) divided into 45,00,00,000 (Forty Five Crores) equity shares of Rs. 1/- (Rupee One Only) each'

RESOLVED FURTHER THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, Mumbai.) as may be required and to do all such acts, deeds and take necessary steps as may be necessary and incidental to give effect to the foregoing resolutions."

NOTES: A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD HIM OR HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY IN NOT LESS THAN 48 HOURS BEFORE COMMENCEMENT OF THE MEETING.

• 1. The register of members and share transfer books of company shall remain closed from 7th June, 2022 to 13th June, 2022 (both days inclusive) for the purpose of Extra Ordinary General Meeting.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the evoting system on the date of the EGM will be provided by CDSL.
• 1. Corporate members are requested to send email to cs@supremesteels.com for e-voting/attending Extra Ordinary General Meeting, a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Extra Ordinary General Meeting, pursuant to Section 113 of the Companies Act, 2013.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.supremesteels.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com respectively. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.
• 1. In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice will also be available on the Company's website www.supremesteels.com website of the Stock Exchange, i.e., National Stock Exchange of India Limited at www.nseindia.com
• 1. The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can inspect the same by sending an email to cs@supremesteels.com
• 1. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their depository participants with whom they are maintaining their demat accounts.
• 1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 setting out facts concerning the Special business to be transacted at the Extra Ordinary General Meeting is annexed hereto.
• 1. All documents referred to in the accompanying notice will be available for inspection at the corporateoffice of the company during business hours on all working days up to the date of EGM.
• 1. In case of joint holders attending the EGM, the shareholder whose name appears as the first holder inthe order of name appears as per the Register of Members of the Company will be entitled to vote.
• 1. Members holding shares in single name are advised to make nomination in respect of their shareholding in the Company. The Nomination Form-SH 13 prescribed by the Government can be obtained from the Share Transfer Agent or may be downloaded from the website of the Ministry of Company Affairs.
• 1. The Company has appointed Mr. Sumit Khanna, Practicing Company Secretary (SARK & Associates) to act as the scrutinizer to scrutinize the voting during EGM and remote e-voting process in a fair and transparent manner. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e voting and make, not later than 48 hours of conclusion of the EGM. A consolidatedScrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing. The Scrutinizer will submit his report to the Chairman. The result of the voting on the Resolutions shall be announced by the Chairman or any other person authorized by himimmediately after the results are declared. The results declared along with the Scrutinizer's Report, will be posted on the website of the Company www.supremesteels.com.

CDSL e-Voting System - For Remote e-voting and e-voting during EGM

• 1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming EGM will thus beheld through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.

• Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the evoting system on the date of the EGM will be provided by CDSL.

• 1. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc, who are allowed to attend the EGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

• The voting period begins on Wednesday, 10^th June, 2022 at 9:00 A.M. ends on Friday, 12^th June, 2022 at 5:00 $(i)$ P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 28^th May, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting $(ii)$ venue.
• $(iii)$ The shareholders should log on to the e-voting website www.evotingindia.com.
• Click on "Shareholders" module. $(iv)$
• Now enter your User ID $(v)$

$(vi)$

• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. OR
• Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically. Next enter the Image Verification as displayed and Click on Login.
• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier $(vii)$ e-voting of any company, then your existing password is to be used.

If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	Shareholders who have not updated their PAN with the Company/Depository $\bullet$ Participant are requested to use the sequence number sent by Company/RTA Or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as Mentioned in instruction (v).

$(viii)$ After entering these details appropriately, click on "SUBMIT" tab.

• Shareholders holding shares in physical form will then directly reach the Company selection screen. $(ix)$ However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For shareholders holding shares in physical form, the details can be used only for e-voting on the $(x)$ resolutions contained in this Notice.
• Click on the EVSN for the relevant on which you choose to vote. $(x_i)$
• On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option $(xii)$ "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• $(xiii)$ Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will $(xiv)$ be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• $(xv)$ Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• $(xvi)$ You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• If a demat account holder has forgotten the login password then Enter the User ID and the image $(xvii)$ verification code and click on Forgot Password & enter the details as prompted by the system.
• (xviii) Shareholders can also cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders-please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Shareholder will be provided with a facility to attend the EGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respectivenetwork. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requesting advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@supremesteels.com. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE EGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.
• 1. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

Note for Non - Individual Shareholders and Custodians $(xix)$

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required tolog on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@supremesteels.com, if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending EGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022-23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

By order of the Board For and on behalf of Supreme Engineering Limited

$Sd$ /-

Sanjay Chowdhri (DIN: 00095990)

Registered Office R-223, MIDC Complex, Thane Belapur Road, Rabale, Navi Mumbai - 400 701

Date: 18.05.2022 Place: Mumbai

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013.

1. A statement setting out the material facts in the nature of concern of interest, financial or otherwise of every Director and the manager and every other key managerial person and relatives.

2. Information and facts to enable members to understand the meaning, scope and implications of the items of business and to take decision thereon:-

3. None of the Director of the Company or their respective relative is concerned or interested, financial or otherwise, in passing of the above mentioned resolutions

ITEM NO1

The Board of Directors of the Company recommended that M/s. S. R. Dhariwal & Co, Chartered Accountants, (Firm Registration No 102455 W), Mumbai be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. V Goswami & Co, Chartered Accountants . M/s. S. R. Dhariwal & Co, Chartered Accountants (Firm Registration No 102455 W) have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Accordingly, Special Resolution is submitted to the meeting for the consideration and approval of members.

None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.

ITEM NO 2 & 3

The present Authorised Share Capital of the Company is Rs. 25, 10,00,000 (Rupees Twenty Five Crore and Ten Lakh) comprising of 25,10,00,000 (Twenty Five crore Ten Lakh) Equity Shares of Rs.1/- each. Considering the increased fund requirements of the Company, the Board at its Meeting held on 10th May, 2022, had accorded its approval for increasing the Authorised Share Capital from Rs. 25, 10,00,000 (Rupees Twenty Five crore Ten Lakh) to Rs. 45,00,00,000 (Rupees Forty Five Crore) by creation of 19,90,00,000 (Nineteen Crore Ninety Lakh) additional equity share of Rs.1/- each, subject to shareholders approval. It is therefore proposed to increase the Authorised Share Capital of the Company from Rs. 25, 10,00,000 (Rupees Twenty Five crore Ten Lakh) to Rs. 45,00,00,000 (Rupees Forty Five Crore) by creation of 19,90,00,000 (Nineteen Crore Ninety Lakh) additional equity share of Rs.1/- each ranking paripassu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company. Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed Authorised Share Capital. The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members at a general meeting. A copy of the Memorandum of Association of the Company duly amended will be available for inspection.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the Company

By order of the Board For and on behalf of Supreme Engineering Limited

Ww

Sanjay Chowdhri (DIN: 00095990)

$Sd/-$

Registered Office R-223, MIDC Complex, Thane Belapur Road, Rabale, Navi Mumbai - 400 701

Date: 18.05.2022 Place: Mumbai