Your Directors have pleasure in presenting the 28th Annual Report of Supra TrendsLimited ("the Company") together with the Audited accounts for the financialyear ended 31st March 2015.
During the year under review your Company has recorded a gross total income of Rs.896715/- from commercial operations and recorded a net loss of Rs.(1391409/-).
The Board of directors does not recommend any dividend for the year as at 31st March2015. STATUTORY AUDITORS:
The shareholders in their meeting held on 30th September 2014 approved the appointmentof M/s. P S Nagaraju& Co Chartered Accountants (ICAI Firm Registration No.011447S)as the Statutory Auditors of the Company to hold office till the conclusion of 30th AnnualGeneral Meeting subject to ratification of shareholders in every Annual General Meeting.Accordingly a resolution seeking Members' ratification on appointment of M/s. P SNagaraju& Co Chartered Accountants (ICAI Firm Registration No.011447S) as theStatutory Auditors of the Company for the financial year 2015-16 is included at Item No.3of the Notice convening the Annual General Meeting.
The Board of Directors based on the recommendation of the Audit Committee haveappointed M/s. S V P & Co. Chartered Accountants Hyderabad as the Internal Auditorsof your Company.
P.S. Rao & Associates Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2014-15 as required under Section204 of the Companies Act 2013 and Rules there-under. The secretarial audit report for FY2014-15 forms part of the Annual Report as Annexure 1 to the Board's report. The Board hasappointed P.S.Rao& Associates Practicing Company Secretaries as secretarial auditorsof the Company for the financial year 2015-16.
REPLIES TO QUALIFICATIONS MADE BY SECRETARIAL AUDITROS:
Qualification: Company has not appointed the Whole Time Company Secretary of theCompany as per the provisions of Section 203 of the Companies Act 2013 and Rule 8 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for theFinancial Year 2014-15.
Reply: The Board of directors had initiated to appoint Whole Time Company Secretary ofthe Company and the same is still in process Once we find the desired candidate wewill complete the formalities for the appointment of the same.
SCHEME OF ARRANGEMENT:
The Board of Directors of your Company informs that the Board at its meeting held on4th February 2014 has approved the draft Scheme of Arrangement between 'Supra TrendsLimited' and 'Suncorp Exim India Limited' and their respective shareholders and creditors.The Company has received due suggestions from SEBI with regard to the proposal ofrestructure and the Company has considered the same and the Board of Directors in theirmeeting held on 01st March 2015 has approved the draft Revised Scheme of Reduction byreducing the issued subscribed and paid up share capital from Rs. 50000000/- (RupeesFive Crores only) divided into 5000000 (Fifty Lakhs) fully paid-up shares of Rs.10/-(Rupees Ten only) each to Rs.5000000/- (Rupees Fifty Lakhs only) divided into 5000000(Fifty Lakhs) Equity Shares of Re. 1/- (Rupee One only) each and such reduction in theissued subscribed and paid-up equity share capital of the Company shall be effected bywriting off the losses by reducing an amount of Rs.9/- (Rupees Nine only) from each of the5000000 (Fifty Lakhs) Fully Paid Up Equity shares of Rs.10/- (Rupees Ten only) each.Upon Reduction of Share Capital the issued subscribed and paid-up share capital ofRs.5000000/- (Rupees Fifty Lakhs only) divided into 5000000 (Fifty Lakhs) Fully PaidUp Equity shares of Re. 1/ - (Rupee One only) each shall again be consolidated into500000 (Five Lakhs) Fully Paid Up Equity shares of Rs. 10/- (Rupees Ten only) eachaggregating Rs.5000000/- (Rupees Fifty Lakhs only). The Revised Scheme of Reduction ofShare Capital has been approved by The BSE Limited Vide its Letter dated. 7th May 2015.
Mr. D. S. Sandeep (DIN: 02869043) who retires by rotation and being eligible seekre-appointment.
The Board of Directors have appointed Chivukula Surya Prabha as an Additional Directorof the Company who holds office till the ensuing Annual General Meeting. The Board basedon the recommendation of Nomination and Remuneration Committee considered the appointmentof Chivukula Surya Prabha as an Independent Director subject to approval of shareholders.Accordingly a resolution seeking approval of shareholders for her appointment as anIndependent Director for a period of five years is included at Item No.4 of the Noticeconvening the Annual General Meeting.
Every Independent Director at the first meeting of the Board in which he/sheparticipates as a Director and thereafter at the first meeting of the Board in everyfinancial year gives a declaration that he meets the criteria of independence as providedunder the Companies Act 2013.
A Brief Profile of the Directors of the Company is annexed herewith as "AnnexureII" to this report. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: N.A.
RELATED PARTY TRANSACTIONS
During the Financial Year 2014-15 Company has not entered any significant related partytransaction. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year 2014-15 the Corporate Social Responsibility not applicableto Company. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Company i.e ishttp://www.supratrends.com/
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReporthttp://www.supratrends.com/
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:
i. in the preparation of the annual accounts for the financial year 2014-15 theapplicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the
Company at the end of the financial year and of the profit of the Company for thefinancial year;
iii. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 andthat such internal financial controls are adequate and operating properly; and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The performance evaluation of the Board its Committees and individual directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole Committees and self-evaluation.Directors who were designated heldseparate discussions with each of the Directors of the Company and obtained their feedbackon overall Board effectiveness as well as each of the other Directors.A separate meetingof the independent directors ("Annual ID meeting") was convened which reviewedthe performance of the Board (as a whole) the non-independent directors and the Chairman.Post the Annual ID meeting the collective feedback of each of the Independent Directorswas discussed by the Chairman of the NRC with the Board's Chairman covering performance ofthe Board as a whole performance of the non-independent directors and performance of theBoard Chairman.
Some of the key criteria for performance evaluation are as follows -
Performance evaluation of Directors:
Attendance at Board or Committee meetings.
Contribution at Board or Committee meetings.
Guidance/Support to management outside Board or Committee meetings.
Performance evaluation of Board and Committees:
Degree of fulfillment of key responsibilities.
Board structure and composition.
Establishment and delineation of responsibilities to Committees.
Effectiveness of Board processes Information and functioning.
Board culture and dynamics.
Quality of relationship between Board and Management.
Efficiency of Communication with external stakeholders.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out in an "Annexure-III" to this Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure IV" to this report.
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to the provisions of Clause 49 of the Listing Agreement a report onManagement Discussion & Analysis is herewith annexed as "Annexure V" to thisreport.
The Company has been making every endeavor to bring more transparency in the conduct ofits business. As per the requirements of the Listing Agreement with the Stock Exchanges acompliance report on Corporate Governance for the year 2014-15 and a Certificate from thePracticing Company Secretaries of the Company are furnished which form part of this AnnualReport.
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Directors' Report for the year ended March 31 2015
There are no employee in the Company who is drawing the remuneration worth Rs. 5 lacsper month or Rs. 60 lacs per anum during the financial year.
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 qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Particulars of Employees:
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year:
|Executive Directors ||Ration to median remuneration |
|M.V.K. Sunil Kumar Managing Director ||50% |
"The Company has not paid any remuneration to the non-executive directors of theCompany for the Financial Year 2014-15."
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year: N.A.
"During the Financial Year 2014-15 there is no increase in the remuneration ofeach director chief executive officer chief financial officer company secretary of theCompany."
c. The Percentage increase in the median remuneration of employees in the FinancialYear: N.A.
d. The number of permanent employees on the rolls of Company: other than ManagingDirector and CFO there are 5 permanent Employees of the Company.
e. The explanation on the relationship between average increase in remuneration andCompany Performance: N.A.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
|Aggregate remuneration of Key managerial personnel (KMP) in FY 2015 ||900000 |
|Total Revenue ||896715 |
|Remuneration of KMP's ( as % of Revenue) ||1.003 |
|Profit Before Tax ( PBT) ||(1391409) |
|Remuneration of KMP ( as % of PBT) ||(0.69) |
g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of current financial year and previous financial year:
|Particulars ||March 31 2015 ||March 31 2014 ||% Change |
|Market Capitalization ||7350000 ||9350000 ||21.39 |
|Price Earnings Ratio ||0.0047 ||0.01 ||2.12 |
h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.
i. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:NIL
j. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
Your Directors wish to express their gratitude to the central and state governmentinvestors analysts financial institutions banks business associates and customers themedical profession distributors and suppliers for their whole-hearted support. Yourdirectors commend all the employees of your company for their continued dedicationsignificant contributions hard work and commitment.
| ||For and on behalf of the board || |
|Date: 12.08.2015 ||Sd/- ||Sd/- |
|Place: Hyderabad ||Managing Director ||Non-Executive Director |