Supra Trends Ltd Directors Report.
Your Directors have pleasure in presenting the 32ndAnnual Report of Supra Trends Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31st March 2019.
1. Financial Results
Your Companys performance during the year ended 31stMarch, 2019, as compared to the previous financial year, is summarized as below:
|(Rs. In Lakhs)|
|PARTICULARS||Financial Year 2018-19||Financial Year 2017-18|
|Total Revenue(Including other Income)||06.22||0.00|
|Profit/(Loss) before depreciation, interest and tax||(12.14)||(12.13)|
|Less: Depreciation and amortization expenses||0.00||0.00|
|Profit/(Loss) before tax||(12.14)||(12.13)|
|Net tax expenses/(benefit)||0.00||0.00|
|Profit/(Loss) for the year||(12.14)||(12.13)|
|Amount Transferred to General Reserve||0.00||0.00|
|Balance carried to Balance Sheet||(12.14)||(12.13)|
|Earning per equity share||(0.24)||(0.24)|
2. State of the Companys Affairs
In the year 2018-19, the Company has reported 6.22 Lakhsnet revenue. However, Profit before Tax for the year under review stood at Rs. (12.14) Lakhs as compared to Rs. (12.13) Lakhs reported last year. Loss incurred in this year was predominantly on account of stiff market conditions which prevailed during the year and the consequent lower realization.
3. Change In Nature Of Business:
During the year under review, there is no change in the nature of business carried out by your Company.
The Board of directors does not recommend any dividend for the year as at 31stMarch, 2019and no amount was transferred to General Reserve as there are no profits in the Company for the FY 2017-18.
5. Transfer to Reserves
Your Company has not transferred any amount to the general reserve.
6. Share Capital
During the year under review the Company has not altered its share capital.
7. Directors& Key Manegerial Parsonal:
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.MVK Sunil Kumar(DIN: 03597178), is liable to retire by rotation, at AGM and being eligible, offers himself for re-appointment.
During the financial year there were following changes in the Board of Directors and Key Managerial Personnel of the Company.
Mr. Yerrapragada Mallikarjuna Rao Director (DIN No: 00905266) due to personal and unavoidable circumstances resignation from the Directorship of the Company with effect from 05.09.2018., from the post of Director of Supra Trends Limited
In this year Mr.M Chowda Reddy (bearing Membership number:A48009)Appointed as Company Secretary on 2nd January, 2019 & As Chief Financial Officer on 9th January,2019.
Due to personal and unavoidable circumstances Mr.MChowda Reddy resigned from the post Company secretary &Chief Financial Officer of the Company with effect from 24th April,2019.
8. Formal Annual Evaluation Made By The Board Of Its Own Performance And Of Its Committees And Individual Directors
As required under the provisions of Schedule IV of the Companies Act, 2013 the performance evaluation of independent directors has been done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.
9. Independent Directors Declaration
The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its members and public during the Financial Yearand as such no principal or interest was outstanding as on the date of the Balance sheet.
11. Meetings of the Board
During the year under review, five board meetings were held on 30th May, 2018, , 14th August,2018, 05th September, 2018,14th November,2018, and 14st February, 2019.The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.
12. Board Evaluation
The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.
Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.
13. Code of Conduct
The Company has laid down a "Code of Business Conduct and Ethics" for the Directors and the Senior Management Personnel. The Board has also approved a Code of Conduct for the Non-Executive
Directors of the Company, which incorporates the duties of Independent Directors as laid down in Schedule IV of Companies Act, 2013. Both the Codes are posted on the Companys website.
14. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors confirm that:
i) In preparation of annual accounts for the financial year ended 31st March, 2019 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2019 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. Material Changes and Commitment, if any, affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the Date of the Report.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.
16. Audit committee
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 Mrs. Gadiyaram Udaya Bhanu Chairman, Mr. Raghava Gupta Garre- Member and Mr.M V K Sunil Kumar 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.
17. 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 and Regulation 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 programme was 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 of the Company.
It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.
18. Adequacy Of Internal Financial Controls With Reference To The Financial Statements
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Management has set-up a system to monitor and evaluates the efficacy and adequacy of internal control system in the Company on regular basis, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the audit reports the units undertake corrective action in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.
The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
19. Statutory Auditors
As per Section 139 of the Companies Act 2013, M/s NSVR & ASSOCIATES LLP, Chartered Accountants, (ICAI Firm Registration Number:008801S/S200060) was appointed as Statutory Auditors for a period of Five (05) years i.e. from conclusion of 30thAnnual General Meeting held in the year 2017 till the conclusion of the 35thAnnual General Meeting to be held in year 2022.
In accordance with the Companies Amendment Act, 2017, enforced on 7thMay, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Audit Report issued by M/s. NSVR & ASSOCIATES LLP, Statutory Auditors for the financial year ended 31stMarch, 2019 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, which requires explanation or comments from the Board.
20. Auditors Report and notes on accounts:
There are no qualifications, reservations or adverse remarks made by M/s NSVR & Associates LLP., Chartered Accountants (Firm Regn. No.008801S/S200060), Statutory Auditors in their report for the Financial Year ended 31stMarch, 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.
21. Internal Control and Audit
Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and all transactions are authorized, recorded and reported correctly. The Board of Directors at the recommendation of the Audit Committee appointed Ms. Sravanthi Karuturi,Chartered Accountant(Membership No.239567), as Internal Auditor of the Company for financial year 2018- 19. Internal Auditors monitor and evaluate the efficacy and adequacy of internal Control System in the Company. Significant Audit Observation and corrective actions thereon are presented to theAudit Committee of the Board.
22. Secretarial Audit
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- I attached 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.
Comments by the Board on Every Qualification, Reservation or Adverse Remark or Disclaimers:
As there is no qualification, reservation or adverse remark in the reports made by the Auditors, your directors need not give their comments on that.
However with regard to the qualification raised by the Secretarial Auditor, with regard to appointment of Company Secretary, your Company states that as the registered office of the Company is situated in a village which is far away from any nearby town, none of the qualified personnel are intending to come and work in the village environment, however your Company is taking steps to find a suitable candidate.
23. Corporate Social Responsibility
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 Companyduring the financial year 2018-19.
24. Vigil Mechanism:
In pursuant to the provisions of section 117(9)( & (10) of the Companies Act , 2013 SEBI (LODR) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower through to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website http://www.supratrends.com/.
25. Risk Management
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.
No Fraud by the company or on the company by its officer or employees during the year.
27. Remuneration Policy
The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013.
28. Particulars Of Loans, Guarantees Or Investments
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.
The Company has no subsidiaries; statement pertaining to the same in AOC-1 is annexed herewith as "Annexure V."
30. Particulars of Contracts or Arrangements made with Related Parties
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.
31. Particulars of Employees:
As required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, NO employee of your Company is in receipt of remuneration Rs.1,02,00,000/- (Rupees One Crores Two Lakh) or more, or employed for part of the year and in receipt of Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand) or more a month, during the financial year under review.
32. Disclosure as per Sexual Harassmentof 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 thereunder.
33. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:
The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the rule 8 to the Companies (Accounts) Rules, 2014 are provided as an "Annexure II"to this report.
34. Extract Of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure III" to this report.
35. Management Discussion & Analysis:
Pursuant to Regulation 34 (2) (e)of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure IV to this report.
36. Corporate Governance:
Since the paid up capital of the Company is less than10 Crores and the net worth of the Company is less than 25 Crores, 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.
37. CEO and CFO Certification:
In terms of requirements of clause 17(8) of SEBI LODR Regulations, the CEO and CFO certification of the Financial Statements for the year ended 31stMarch 2019 is enclosed as "Annexure VI" to this report.
38. Human Resources:
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 Company appreciates the spirit of its dedicated employees.
39. Significant and material orders passed by the Regulators or Courts:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
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.
By Order of the Board of Directors
For SUPRA TRENDS LIMITED
M V K Sunil Kumar
Chairman &Managing Director
Date: 05th September, 2019