DIRECTORS' REPORT

And Management Discussion and Analysis

The Dear Members,

Your Directors have immense pleasure in presenting this Annual Report on the business and operation of the company together with Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

PERFORMANCE REVIEW:

During the year under review, the Company has earned a net profit after tax of Rs. 4.52 lacs as compared to the net profit after tax of Rs. 11.53 lacs in the previous year. Your directors are continuously looking for avenues for future growth of the Company in its business operations.

OPERATIONS:

Your Company continues to take effective steps in broad-basing its range of activities.

FUTURE OUTLOOK:

In the current year, your directors are putting up efforts to increase the earning speed and it is hope that the company will do better in current year as compared to last year.

With our industry leading organic growth programme and the successful integration of recent strategic investment in our company, our company is very well placed to capitalize on the positive outlook for commodities demand and to continue to deliver growth and long term value for our shareholders.

AMOUNT TRANSFERRED TO RESERVES: During the year under review, the company has not transferred any amount to the reserves of the Company.

DEPOSITS:

No public deposits have been accepted by the Company.

DIVIDEND:

Keeping in view the future requirements of funds by the company for its proposed growth and expansion, the Board expresses its inability to recommend any dividend from the available profit during the year under review.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange (DSE). The annual listing fee to Bombay Stock Exchange have been paid by the Company for the financial year 2015-16 and custodial fees to NSDL & CDSL is subject to bill generation of NSDL & CDSL.

BOARD OF DIRECTORS AND KMP: During the year, the Board of Directors appointed Mr. Vijay Kumar Gupta and Ms. Divya Mehrotra as an Additional Director with effect from 6th November, 2014 and 25th February, 2015 respectively to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mr. Vijay Kumar Gupta and Ms. Divya Mehrotra offered themselves to be appointed as the Independent Director and Independent Woman Director respectively of your Company.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. None of the directors, except Mr. Krishna Kumar Agarwal will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The Policy on Director's appointment and remuneration including criteria for determining qualification, positive attributes, Independence of directors and also remuneration for Key Managerial Personnel and other employees forms part of this Annual Report.

AUDITORS:

M/s. Kamal & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on 29th September, 2014 to hold office till the conclusion of the forthcoming AGM. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules there under, it is proposed to appoint M/s Kamal & Co., Chartered Accountants (FRN 001033N) as the Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

AUDITORS' REPORT:

The report given by the Auditors on the Auditor on the financial statements of the Company is a part of Annual Report. There has been no qualification, reservation and adverse remark given by the Auditor in their report.

M/s Mahesh Singh & Co., Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors have re-appointed M/s Mahesh Singh & Co., as Cost Accountants for the financial year 2015-16 at the Board Meeting held on 26th May, 2015.

SECRETARIAL AUDIT:

During the year, Secretarial Audit was carried out by M/s Shashank Sharma & Associates, Company Secretaries, the Secretarial Auditor of the Company for the financial year 2014-15. There were no qualification, reservation or adverse remarks given by Secretarial Auditors of the Company. The detailed reports on the Secretarial Audit is appended as an Annexure to this Report.

INTERNAL AUDIT:

During the year, Internal Audit was carried out by M/s Gaurav A. Jain & Associates, Chartered Accountants, the Internal Auditor of the Company for the financial year 2014-15.

PERFORMANCE EVALUATION:

The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc.

Pursuant to provisions of Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of working of Audit, Nomination and Remuneration Committee which covers various aspects of Board's functioning.

The performance evaluation of Independent directors was carried out by the entire Board.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.supriorindustrial.in/investorrelations/investorshandbook . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis.

Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is t applicable.

CORPORATE GOVERNANCE: Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

The Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted many provisions of the new law, ahead of time. Your Company is committed to embrace the new law in letter and spirit. In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law.

Your Company continues to be complied to uphold the standards of Corporate Governance and adherence to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on the Corporate Governance along with the Certificate confirming compliance of conditions of Corporate Governance as stipulated in clause 49 is set out in this Annual Report and forms part of the Annual Report.

ANNUAL RETURN EXTRACT: The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

REPORT ON CORPORATE GOVERNANCES separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s).

NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR UNDER REVIEW: The Company had 6 Board Meetings during the financial year under review. The details of Board Meetings and attendance of directors are provided in the Corporate Governance Report.

RECONSTITUTION OF COMMITTEES: With the change in composition of Board, various Committees of your Board have been re-constituted. The reconstituted committees are hereunder:

Audit Committee

Mr. Vijay Kumar Gupta- Chairman

Ms. Divya Mehrotra- Member

Mr. Krishna Kumar Agrawal- Member

Nomination Committee

Mr. Vijay Kumar Gupta- Chairman

Ms. Divya Mehrotra- Member

Mr. Krishna Kumar Agrawal- Member

Stakeholder Relationship Committee

Mr. Vijay Kumar Gupta- Chairman

Ms. Divya Mehrotra- Member

Mr. Krishna Kumar Agrawal- Member

Ms. Neha Sarpal- Company Secretary

Risk Management Committee

Mr. Vijay Kumar Gupta- Chairman

Ms. Divya Mehrotra- Member

Mr. Krishna Kumar Agrawal- Member

HUMAN RESOURCES: Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure to this Report.

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the investment which the Company makes in it. The Company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists 'people' as one of its stated core values by providing challenging roles and assignments opportunities for personal growth, relevant and timely performance support, training and an enabling environment.

Your Company takes the pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

STATEMENT OF PARTICULARS OF EMPLOYEES: None of the employee drew remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- per month during the financial year 2014-15.This information is furnished with respect to sub rule 5 of Rule 2 of Companies (Appointment And Remuneration)Rules, 2014 forming part of the Directors' Report.

INTERNAL CONTROLS: The Company has an adequate system of Internal Controls commensurate with the size, scales and operations. Conscious efforts are in place on a continuous basis to ensure that all the Assets are protected against loss from unauthorized use and disposal.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

• they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE :As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints with allegations of sexual harassment was filed with the Company and the same were investigated.

CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

Particulars with respect to conservation of energy and technology absorption as are required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in "Annexure I" to the directors' report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management's Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Director's Report.

MATERIAL CHANGES: There are no material changes and commitments, affecting the financial position of the Company between the end of the Financial year of your Company and the date of Directors' Report.

APPRECIATION AND ACKNOWLEDGEMENT: Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain consistent service provider.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company.

It will be the Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors

Vijay Kumar Gupta

Director DIN: 00022885

162-B, Pocket-C, Siddhartha Extn., New Delhi-110014

Kamal Agarwal Managing Director

DIN: 02644047 D-

402, Saraswati Apptts, I P Ext, Patpar Ganj, New Delhi- 110092

New Delhi, 10th day of August, 2015