Supreme Industries Ltd. — AGM Information 2020

Aug 5, 2020

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Ref. No.SH/13/2020. 5[th] August, 2020.

BSE Limited. Market-Operation Dept., 1[st] Floor, New Trading Ring, Rotunda Bldg., P.J. Towers, Dalal Street, Fort, MUMBAI 400023

National Stock Exchange of India Ltd., Exchange Plaza, 5[th] floor, Plot No. C/1, G. Block, Bandra-Kurla Complex, Bandra (East), MUMBAI – 400051

Sub.: Notice of 78[th] Annual General Meeting and Annual Report for the Financial Year 2019-2020. Ref.: Regulation 34 of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015

We wish to inform that 78th Annual General Meeting (AGM) of the Members of the Company will be held on Thursday, the 17th September, 2020 at 4.00 p.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

We enclose herewith Notice of 78th AGM and Annual Report for FY 2019-2020 for your records. The 78th AGM Notice and Annual Report are uploaded on the website of the Company at www.supreme.co.in.

Register of Members and Share Transfer Book of the Company will remain closed from Friday the 11[th] September, 2020 to Thursday 17[th] September, 2020 (both days inclusive) for the purpose of Annual General Meeting.

The cut-off date for reckoning voting of the members is 10[th] September, 2020. The remote e-voting will be available from Monday, the 14[th] September, 2020, (at 9:00 A.M. IST) and ends on Wednesday, the 16[th] September, 2020, (at 5:00 P.M. IST). Voting at AGM is also available through e-voting.

Kindly note that the soft copies of the Notice and Annual Report 2019-20 is being dispatched to the' members of the company through e-mail.

Please take the same on records.

Thanking you, Yours faithfully, For The Supreme Industries Ltd.

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(R. J. Saboo) Vice President (Corporate Affairs) & Company Secretary

The Supreme Industries Limited +91(022)22820072,22851656 Regd. Ofi. : 612, Raheja Chambers, Nariman Point, Mumbai-400 021. INDIA +91 (022) 22851657, 30925825 CIN : L35920MH1942PLC0035S4 PAN : AAACT 1344F sil narimanpoint@supreme.co.in

Corp. OP. : T T61 & 1162, Solitaire Corporate Park, 167, Guru Hargovindji Marg, Andheri- Ghatkopar Link Road, Chakala, Andheri (East), Mumbai400093. INDIA *91 (022) 67710000, 40430000 +91 (022) 67710099, 40430099 sil ho@supreme.co.in www.supreme.co.in

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The Supreme Industries Limited

Regd. Office: 612, Raheja Chambers, Nariman Point, Mumbai - 400021 CIN:L35920MH1942PLC003554

Email: investor@supreme.co.in, Website: www.supreme.co.in Tel.: 022-2285 1656, Fax: 022-2285 1657

Notice

NOTICE is hereby given that the 78th Annual General Meeting of the Members of The Supreme Industries Limited will be held through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) on Thursday the 17th September, 2020, at 4.00 p.m. to transact with or without modification(s), as may be permissible, the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt:

2. a) The Audited financial statements of the Company for the financial year ended 31st March, 2020, including the Audited Balance Sheet as at 31st March, 2020, the Statement of Profit & Loss and cash flow statement for the year ended on that date and reports of the Board of Directors and Auditors thereon.

3. b) The Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020.

4. To appoint a Director in place of Shri V.K Taparia (Director Identification No. 00112567), who retires by rotation and being eligible, offers himself for reappointment.

5. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT, pursuant to provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,2014, as amended from time to time, the Board be and is hereby authorised to appoint Branch Auditors of any branch of the Company, whether existing or which may be opened/ acquired hereafter within or outside India, in consultation with the Company’s auditors, any person(s) qualified to act as Branch Auditors and to fix their remuneration.”

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass the following resolution as an Special Resolution:

Re-appointment of Shri Ramanathan Kannan (DIN: 00380328) as an Independent director of the Company for a period of five years from 16th September, 2020 to 15th September 2025.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any

amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV of the Companies Act, 2013 and other applicable provisions, if any, as amended from time to time and based on the recommendation of the Nomination & Remuneration Committee and approval of Board of Directors of the Company, the approval of members of the Company be and is hereby accorded for re-appointment of Shri Ramanathan Kannan (DIN: 00380328), being eligible, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a further period of five years from 16th September, 2020 to 15th September, 2025, whose current period of office is expiring on 15th September 2020 and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160(1) of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.

1. To consider and if thought fit, to pass the following resolution as an Special Resolution :

Re-appointment of Shri Rajeev M Pandia (DIN: 00021730) as an Independent director of the Company for a period of five years from 16th September, 2020 to 15th September 2025.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV of the Companies Act, 2013 and other applicable provisions, if any, as amended from time to time and based on the recommendation of the Nomination & Remuneration Committee and approval of Board of Directors of the Company, the approval of members of the Company be and is hereby accorded for re-appointment of Shri Rajeev M Pandia (DIN: 00021730), being eligible, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a further period of five years from 16th September, 2020 to 15th September, 2025, whose current period of office is expiring on 15th September 2020 and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for

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the office of Director pursuant to Section 160(1) of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.

1. To ratify the remuneration payable to Cost Auditors and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution .

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or amendment(s) or re-enactments thereof for the time being in force), M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 00294), appointed as Cost Auditors by the Board of Directors of the Company to conduct the Audit of the Cost records of the Company for the financial year ending on 31st March, 2021, be paid a remuneration of R 5,30,000/- (Rupees Five Lakhs Thirty Thousand Only) per annum plus reimbursement of all out of pocket expenses as may be incurred in connection with the audit of the accounts of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at vvlaxman@gmail.com and copy marked to investor@supreme.co.in and evoting@nsdl.co.in. The scanned image of the above mentioned documents should be in the naming format “The Supreme Industries Limited 78th AGM”.

2. Register of Members and the Share transfer books of the Company will remain closed from Friday the 11th September, 2020 to Thursday the 17th September, 2020 (both days inclusive) for the purpose of Annual General Meeting.

3. Pursuant to provisions of Section 124 and 125 of the Companies Act, 2013, dividends which remain unpaid or unclaimed for a period of 7 years, will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Shareholders who have not encashed the dividend warrant(s) so far for the financial year ended 30th June, 2013 or any subsequent financial years, are requested to make their claims to the Company at its Registered Office. It may be noted that once the unclaimed dividend is transferred, on the expiry of seven years, to the Investor Education and Protection Fund, as stated herein, no claim with the Company shall lie in respect thereof. Pursuant to provisions of Section 124(6) and IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended by time to time, Company has transferred 253870 Nos of Equity Shares to IEPF Accounts.

NOTES:

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide it’s circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (referred to as “‘SEBI Circular’”) permitted the holding of the “AGM” through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only.

2. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

3. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the Special Business at Item No. 4 to 6 of the above Notice is annexed hereto.

4. The Company has engaged the services of National Securities Depository Limited (NSDL), to provide video conferencing facility and e-voting facility for the AGM.

5. Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be printed on their dividend warrants as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such members for deletion of/change in such bank details. Members may, therefore, give instructions regarding bank accounts in which they wish to receive dividend, directly to their Depository Participants.

6. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to M/s. Bigshare Services Pvt. Ltd., for doing the needful.

7. SEBI Regulations has mandated Companies to credit the dividends electronically to the Members’ bank account. Members who hold shares in dematerialized form should inform their Depository Participant’s (DP) as well as to the Company and such Members holding shares in physical form should inform the Company, their Bank details viz. Bank Account Number, Name of the Bank and Branch details and MICR Code. Those Members who have earlier provided the above information should update the details if required.

8. Members are requested to notify change in address, if any, immediately to M/s. Bigshare Services Pvt. Ltd., quoting their folio numbers.

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1. In terms of circulars issued by Securities and Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN card to the Company or its RTA in the following cases viz. Deletion of name, Transmission of shares and Transposition of shares. Shareholders are requested to furnish copy of PAN card for all the above mentioned transactions.

2. Details under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, “Listing Regulations” in respect of the Directors seeking appointment, re-appointment / continuation at the Annual General Meeting, forms part of the notice. The Directors have furnished the requisite declarations for their appointment / re-appointment.

3. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address as soon as possible. The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the bank account details furnished by the Shareholders / Depositories for depositing of dividends.

4. Members seeking any information with regard to Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, Register of Contracts or Arrangements in which directors are interested under Section 189 of the Act, and relevant documents referred to in the accompanying Notice and in the Explanatory Statements are requested to write to the Company on or before Monday, 14th September, 2020, through email on investor@supreme.co.in. The same will be replied by the Company suitably.

ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT, USER ID & PASSWORD FOR E-VOTING:

1. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company, RTA or CDSL / NSDL (“Depositories”). Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website www.supreme.co.in , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

2. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at investor@supreme.co.in along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Aadhar, Driving License, Election Identity Card, Passport) in support of the address of the Member.

Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e-mail address, Members may write to investor@supreme.co.in.

Alternatively member may send an e-mail request to evoting@ nsdl.co.in for obtaining User ID and Password by providing the details mentioned in above para as the case may be.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Members will be able to attend the AGM through VC/ OAVM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.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 EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

2. For convenience of the Members and proper conduct of AGM, Members can login and join at least 30 (thirty) minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings of AGM. The facility of participation at the AGM through VC/OAVM will be made available for 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 AGM without restriction on account of first come first served basis.

3. Members who need assistance before or during the AGM with use of technology, can:

4. Send a request at evoting@nsdl.co.in or use Toll free no.: 1800-222-990; or

5. Contact Ms. Pallavi Mhatre, Manager, NSDL at the designated e-mail ID: evoting@nsdl.co.in or pallavid@ nsdl.co.in or at telephone number + 91 22 24994545

6. Contact Ms. Sarita Mote, Assistant Manager, NSDL at the designated e-mail ID: evoting@nsdl.co.in or saritam@nsdl.co.in or at telephone number + 91 22 24994890.

7. Members are encouraged to join the Meeting through Laptops for better experience. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

8. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via

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Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:

1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investor@supreme.co.in from Friday, September 11, 2020 (9:00 A.M. IST) to Sunday, September 13, 2020 (5:00 P.M. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

VOTING THROUGH ELECTRONIC MEANS

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), read with MCA Circulars and SEBI Circular, the Company is providing facility of remote e-voting to its Members to cast their vote electronically, through the E-voting services provided by NSDL on all the resolutions set forth in this Notice. The facility of casting votes by a member using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL.

2. The Company has appointed Mr. V. Laxman of M/s. V. Laxman & Company, Company Secretaries as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

3. The Members who have cast their vote by remote E-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again during the AGM. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through NSDL e-voting system at https://www. evoting.nsdl.com/.

Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

1. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e 10th September, 2020.

2. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote E-voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com.

3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the E-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on https://www. evoting.nsdl.com to reset the password.

4. In case of any queries relating to E-voting you may refer to the FAQs for Shareholders and E-voting user manual for Shareholders available at the download section of https:// www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

5. In case of any grievances connected with facility for E-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013. Email: evoting@nsdl.co.in/pallavid@nsdl.co.in, Tel: 91 22 2499 4545/ 1800-222-990

6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

1. The remote e-voting period begins on Monday, the 14th September, 2020, (at 9:00 .A.M. IST) and ends on Wednesday, the 16th September, 2020, (at 5:00 P.M. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 10th September, 2020, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

33. The details of the process and manner for remote E-voting are explained herein below:

Step 1: Log-in to NSDL e-Voting system at https://www. evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

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Details on Step 1 are mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  - c) How to retrieve your ‘initial password’?

     - (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

     - (ii) In case you have not registered your email address with the Company/Depository, please follow instructions mentioned above in this notice.

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting. nsdl.com.

5. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

6. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

7. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

9. Now, you will have to click on “Login” button.

10. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 are given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of E-voting. Click on E-voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the Company, for which you wish to cast your vote.

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1. Now you are ready for E-voting as the Voting page opens.

2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

The Instructions for the members for E-voting on the day of AGM are as under:

• (a) The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

• (b) Only those Members, who will be present in the AGM 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 in the AGM.

• (c) Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

OTHER INSTRUCTIONS

1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote E-voting and make, not later than 48 (fourty eight) hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

2. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.supreme. co.in and on the website of NSDL at https://www.evoting. nsdl.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

By order of the Board

R. J. Saboo

VP (Corporate Affairs) & Company Secretary

Registered Office

612, Raheja Chambers, Nariman Point, Mumbai 400 021

Date : 25th July, 2020

• (d) For details of the person who may be contacted for any assistance connected with the facility for e-voting on the day of the AGM, please refer Note No. 20 above.

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Explanatory Statement under Section 102(1) of the Companies Act, 2013

ITEM NO. 4 AND 5

The Members of the Company at their Seventy Third Annual General Meeting of the Company held on Wednesday the 16th September, 2015, had approved the appointment of Shri Ramanathan Kannan (DIN: 00380328), and Shri Rajeev M Pandia (DIN: 00021730) as Independent Directors of the Company for a period of five years from 16th September, 2015 to 15th September, 2020, pursuant to provisions of Section 149, 152 and Schedule IV of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Agreements with the Stock Exchanges. They hold office as Independent Directors of the Company upto the close of business hours on 15th September, 2020 in their present first term.

Pursuant to the provisions of Section 149(10) of the Companies Act, 2013, an Independent Director shall be eligible for re-appointment on passing of a Special Resolution by the Company.

The Company has received individual notices in writing from Members of the Company under the provisions of Section 160(1) of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017, proposing the candidature of Shri Ramanathan Kannan and Shri Rajeev M Pandia for the office of Directors of the Company.

Shri Ramanathan Kannan and Shri Rajeev M Pandia, NonExecutive Independent Directors of the Company, being eligible for re-appointment, have given their consents as well as requisite disclosures along with a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. In the opinion of the Board of Directors of the Company, each of the said Director fulfil the conditions specified in the Companies Act, 2013 & Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended for re-appointment of Independent Director.

The Board of Directors of the Company, based on the performance evaluation of Independent Directors and as per recommendation of the Nomination & Remuneration Committee, at its meeting held on 21st May, 2020, approved the re-appointment of Shri Ramanathan Kannan and Shri Rajeev M Pandia, as Non-Executive Independent Directors of the Company for the further period of five years from 16th September, 2020 to 15th September, 2025, as mentioned in the Resolutions set out under item no. 4 and 5.

The Board of Directors considers that Shri Ramanathan Kannan and Shri Rajeev M Pandia have requisite expertise, versatility, extensive and enriched experience that will be of benefit to the Company.

Shri Ramanathan Kannan is a Post Graduated in Chemical Engineering and has vast experience in Oil and Gas Infrastructure, Structural Products and Technology Finance Division. He has

also served as a director in various companies and brings rich experience and guidance to the Board. Shri Ramanathan Kannan holds 7410 number of Shares in the Company.

Shri Rajeev M Pandia is a Graduate in Chemical Engineering and has vast experience in Petrochemicals, Polymers, Elastomers and Speciality Chemicals. He has served as a Director in various companies and brings rich experience and guidance to the Board. Shri Rajeev M Pandia holds Nil number of shares in the Company.

Shri Ramanathan Kannan and Shri Rajeev M Pandia are interested in their respective Resolution as set out in Item No 4 and 5.

None of the other Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested in the said Resolutions.

The Board recommends the Special Resolution set out at Item No. 4 and 5 of the Notice for approval by the members

ITEM NO. 6

The Board of Directors of the Company, on recommendation of the Audit Committee, has approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, (Firm Registration No. 00294) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2021.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Member of the Company. Accordingly consent of the Members is sought by way of an Ordinary Resolution as set at Item no. 6 of the Notice for ratification of the remuneration amounting to r 5,30,000/(Rupees Five Lakhs Thirty Thousand Only) per annum, plus reimbursement of out of pocket expenses as may be incurred during course of audit.

None of the Directors and Key Managerial Personnel (or their relatives) are interested in the said resolution.

The Board recommends the resolution for your approval.

By order of the Board

R. J. Saboo VP (Corporate Affairs) & Company Secretary

Registered Office 612, Raheja Chambers, Nariman Point, Mumbai 400 021 Date : 25th July, 2020

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THE SUPREME INDUSTRIES LIMITED

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THE SUPREME INDUSTRIES LIMITED