Sophia Traexpo Ltd Directors Report.
Your Directors have pleasure in presenting the 36thAnnual Report of Sophia Traexpo Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2019.
The performance of the Company for the financial year ended 31st March 2019 is summarised below:
|(Amount in Rs. Lakhs)|
|PARTICULARS||Financial Year 2018-19||Financial Year 2017-18|
|Profit/loss Before Interest, Depreciation, Interest and Taxes||5.24||1.695|
|Depreciation / Amortization||0.448||(0.415)|
|Net Profit/Loss Before Tax||4.79||1.284|
|Provision for Taxation||1.23||0.331|
|Net Profit/Loss After Tax||3.55||0.953|
During the year under review, your Company has recorded a gross total income of Rs.122.22 lacs as against 72.92 lacs in the previous year and recorded a net profit / Loss of Rs. 3.55 lacs. Due to operational and technical issues, your Company could not registered expected profit for the year under review.
During the year under review, your Company has achieved 122.22 lacs revenue from operations. Though the main activity of the Company which is to maintain and operate a paper unit commissioned in the previous year, due to technical issues plant was shut down and the same will be revived and restarted in the current year.
TRANSFER OF AMOUNT TO GENERAL RESERVE:
The Company has not proposed to transfer any amount to the general reserve for the financial year ended 31st March, 2019.
The Board of directors does not recommend any dividend for the year as at 31st March 2019
LISTING OF EQUITY SHARES:
The Company shares are listed in Bombay Stock Exchange.
DIRECTORS & KEY MANAGERIAL PERSONAL:
In terms of the provisions of sub-section 152 of the act, 2013 two third of the total number of directors i.e., excluding IDs are liable to retire by rotation and out of which, one third is liable to retire by rotational every annual general meeting.
Mr. Yerrapragada Mallikarjuna Rao (DIN:00905266),is liable to retire by rotation, at AGM and being eligible, offer themselves for re-appointment.
Mr. Yerrapragada Mallikarjuna Rao, Whole time director&Chief Financial Officer,Ms. Bora Sunitha,CompanySecretaryMembership No.A37473 (She resigned From the post Company Secretary on 15th July 2019) are KMPsof the company in terms of section 2(51) and Section 203 of the Companies Act,2013 as on date of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration, from each Independent director under 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down under section 149(6) of the Companies Act 2013.
MEETINGS OF BOARD:
5 (five) meetings of the Board of Directors were held during the year.
|S.No||Date of the Meeting|
The maximum interval between any two meetings did not exceed 120 days.
M/s NSVR & Associates LLP (Formerly known as NekkantiSrinivasu& Co)., Chartered Accountants (Firm Regn. No.008801S/S200060) has been appointed as the Statutory Auditors of the Company for a period of 5 years i.e. till the conclusion of 39th Annual General Meeting by the members of the Company subject to ratification by the members at their subsequent AGM as stipulated in Section 139 of the Companies Act, 2013. Whereas the provisions of Section 139 of the Companies Act, 2013 relating to ratification of appointment of auditors by the members has been omitted by the Companies (Amendment) Act, 2017, their appointment is valid till the conclusion of 39th AGM of the Company.
There are no qualifications, reservations or adverse remarks made by M/s NSVR & Associates LLP (Formerly known as NekkantiSrinivasu& Co)., Chartered Accountants (Firm Regn. No.008801S/S200060), Statutory Auditors in their report for the Financial Year ended 31st March, 2019. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.
The Board of Directors based on the recommendation of the Audit Committee has re-appointed Ms. SravantiKaruturi Chartered Accountant (Membership No.239567 Hyderabad, as the Internal Auditor of your Company. The Internal Auditors are submitting their reports on quarterly basis.
M/s. P.S.Rao& Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2018-19, is given in Form No: MR - 3 is herewith annexed as Annexure- Iattached hereto and forms part of this Report.The Board has appointed M/s. P.S.Rao& Associates, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2018-19.
SECRETARIAL AUDIT REPORT
There are no qualifications, reservations or adverse remarks made by M/s. P. S. Rao & Associates, Practicing Company Secretaries in their report for the Financial Year ended 31st March, 2019
RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2018-19.
The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Audit Committee of the Company comprises the following Members Shri. SrinivasRaoBolla Chairman, Shri. Lakshmi NekkantiSatya Sri - Member and Shri.NageswaraRaoBalusupati Member.
All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure- II.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.
A structured questionnaire was prepared after considering the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
The Company has no subsidiaries as on 31st March, 2019.Annexure- III.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS:
(a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and to carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same and acts in terms of reference of the Board from time to time.
On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing Commission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act andRegulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report,which forms part of this Report.
(b) Familiarization/ Orientation program for Independent Directors: A formal familiarization programmewas conducted about the amendments in the Companies Act, 2013, Rules prescribed there under, SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws ofthe Company.
It is the general practice of the Company to notify the changes in all the applicable laws from time to timein every Board Meeting conducted.
Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: N.A.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm that:
i. In the preparation of the annual accounts for the financial year 2018-19, the applicable accounting standards have been followed and there are no material departures;
ii. 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 profit of the Company for the financial year;
iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:
The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.
The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the Financial Year 2018-19, Company has not entered significant related party transaction.
EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is enclosed as "Annexure IV" to this report.
STATE OF AFFAIRS OF THE COMPANY
The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure-V.
CORPORATE GOVERNANCE: N.A.
Company is having paid up equity share capital of Rs. 5,10,00,000 which is not exceeding Rs.10 crore and Net worth is not exceeding Rs.25 crore, as on the last day of the financial year 2018-2019. Hence the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure- VII.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of . 120 Lakhs or more, or employees who are employed for part of the year and in receipt of . 8.50 Lakhs or more per month.
The Company does not have any employee who is employed throughout financial year or part thereof, who was in receipt of remuneration in financial year under review which in aggregate, or as the case may be, at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole time director and holds by himself or along with his spouse and dependent children not less than 2% of the equity shares of the Company.
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Companyappreciates the spirit of its dedicated employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2018-19 of the Company and the date of this report.
Your Directors wish to express their gratitude to the central and state government, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your directors commend all the employees of your company for their continued dedication, significant contributions, hard work and commitment.
|For and on behalf of the Board|
|For SOPHIA TRAEXPO LIMITED|
|Date: 03rd September, 2019|
|YERRAPRAGADA MALLIKARJUNA RAO|
|Chairman & Whole Time Director|