Your Directors have pleasure in presenting the 30 Annual Report of Supra Trends Limited("the
Company") together with the Audited Financial Statements for the financialyear ended 31 March 2017.
1. Financial Results
Your Company's performance during the year ended 31st March 2017 as compared to theprevious financial year is summarized as below:
|Particulars ||2016-17 || |
|Total Revenue(Including other Income) ||0.00 ||3.86 |
|Profit/(Loss) before depreciation interest and tax ||(13.05) ||(6.74) |
|Less: Interest ||0.00 ||0.00 |
|Less: Depreciation and amortization expenses ||0.00 ||0.00 |
|Profit/(Loss) before tax ||(13.05) ||(6.74) |
|Net tax expenses/(benefit) ||0.00 ||0.00 |
|Profit/(Loss) for the year ||(13.05) ||(6.74) |
|Amount Transferred to General Reserve ||0.00 ||0.00 |
|Balance carried to Balance Sheet ||(13.05) ||(6.74) |
|Earning per equity share ||(0.26) ||(0.13) |
2. State of the Company's Affairs
In the year 2016-17 the Company has reported net revenue of NIL as compared to Rs.3.86 lakhs in the previous year. However Profit before Tax for the year under reviewstood at Rs. (13.05) Lakhs as compared to Rs. (6.74) Lakhs reported last year. Lossincurred in this year was predominantly on account of stiff market conditions whichprevailed during the year and the consequent lower realization.
The Board of directors does not recommend any dividend for the year as at 31st March2017 and no amount was transferred to General Reserve as there are no profits in theCompany for the FY 2016-17.
4. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
5. Share Capital
During the year under review the Company has not altered its share capital.
Pursuant to the provisions of Sections 196 197 198 203 and any other applicableprovisions of the Companies Act 2013 ("Companies Act") read with Schedule V andother applicable provisions if any of the Companies Act 2013 ("the Act") andRules the has Board re-appointed Mr MVK Sunil Kumar Managing Director of the Companyfor a period of Three years with effect from 1 November2017 as per the recommendation ofthe Nomination and Remuneration Committee and subject to approval of shareholders at theensuing Annual General Meeting of the Company.
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its members and public during the Financial Year.
8. Meetings of the Board
During the year under review Five board meetings were held on 30th May 2016 12thAugust 2016 01 November 2017 14th November 2016 03 December 2016and 14th February2017 .The maximum time-gap between any two consecutive meetings was within the periodprescribed 195 under the Companies Act 2013.
9. Board Evaluation
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 held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.
Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meetingof NRC also reviewed performance of the Chief Executive Officer and Managing Director ongoals (quantitative and qualitative) set at the beginning of the year in April 2017.
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 fulfilment of key responsibilities.
Board structure and composition.
Establishment and delineation of responsibilities to Committees.
Effectiveness of Board process Information and functioning.
Board culture and dynamics.
Quality of relationship between Board and Management.
Efficiency of Communication with external stakeholders.
10. Code of Conduct
The Company has laid down a "Code of Business Conduct and Ethics" for theDirectors and the Senior Management Personnel. The Board has also approved a Code ofConduct for the Non-Executive Directors of the Company which incorporates the duties ofIndependent Directors as laid down in Schedule IV of Companies Act 2013. Both the Codesare posted on the Company's website.
11. Directors' Responsibility Statement
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 and onthe basis of secretarial audit received from the practising company secretary and subjectto disclosures in the Annual Accounts as also on the basis of the discussion with theStatutory Auditors of the Company from time to time and to the best of their knowledgeand information furnished the Board of Directors states:
a) That in preparation of the Annual Accounts for the year ended 31st March 2017; allthe applicable Accountinrdance with the provisions of the Companies Act 2013 for gStandards Prescribed by the Institute of Chartered Accountants of India have been followedalong with proper explanation relating to material departures if any.
b) That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2017.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accosafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) That the Annual Accounts for the year ended 31st March 2017 has been prepared on agoing concern basis.
e) Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) Those systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
12. Material Changes and Commitment if any affecting the Financial Position of theCompany occurred between the end of the Financial Year to which this Financial Statementsrelate and the Date of the Report.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
13. Declaration By Independent Directors
The Company has received necessary declarations from all the Independent Directorsunder Section
149 (7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section
149 (6) and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
14. Audit committee
Audit Committee of the Company meets the requirements of section 177 of the CompaniesAct 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year under review the Board has accepted all therecommendations of the Audit Committee.
15. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedM/s. P S Rao and Associates Practicing Company Secretaries to undertake the secretarialaudit of the Company. The secretarial audit report issued by M/s. P S Rao and AssociatesPracticing Company Secretaries for the financial year ending 31st March 2017 is given in FormNo: MR - 3 is herewith annexed as Annexure(I)attached hereto and forms part ofthis Report.
16. Statutory Auditors
As per Section 139 of the Companies Act 2013 M/s PS Nagaraju&Co was appointed asStatutory Auditors for a period of Three (03) years i.e. from conclusion of 26th AnnualGeneral Meeting till the conclusion of the 29th Annual General Meeting and the said termof M/s. PS Nagaraju& Co will expire with the conclusion of the ensuing Annual GeneralMeeting.
Based on the recommendation of the Audit Committee the Board of Directors hasrecommended the appointment of M/sNSVR & ASSOCIATES LLP Chartered Accountants (ICAIFirm Registration Number:008801S/S200060) as the Statutory Auditors of the Company tohold office from the conclusion of the ensuing Annual General Meeting until the conclusionof the 34th Annual General Meeting to be held in year 2022 subject to ratification by themembers at every AGM thereafter. Resolution proposing the appointment of M/s NSVR &ASSOCIATES LLP Chartered Accountants (ICAI Firm Registration Number:008801S/S200060) asthe Statutory Auditors is included in the notice of the ensuing Annual General Meeting.
M/s. NSVR & ASSOCIATES LLP Chartered Accountants (ICAI Firm Registration Number :008801S/S200060) has provided the certificate of eligibility as per the provisions ofCompanies Act 2013 and the same is available for inspection by the members duringbusiness hours.
The Audit Report issued by M/s. P.S. Nagaraju & Co Statutory Auditors for thefinancial year ended 31st March 2017 forms part of this Report. There are noqualifications reservations or adverse remarks made by the Statutory Auditors whichrequires explanation or comments from the Board.
17. Corporate Social Responsibility
Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is not applicable to theCompany.
18. Vigil Mechanism
Pursuant to the provisions of section 177(9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has a Whistle Blower Policy framedto deal with instance of fraud and mismanagement if any in the Group. The details of theWhistle Mechanism / Whistle Blower Policy are posted on the website of the Company and theweb link is http://www.supratrends.com
19. Risk Management
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 BoardReport.
No Fraud by the companyor on the company by its officer or employees during the year.
21. Remuneration Policy
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013.
22. Particulars Of Loans Guarantees Or Investments
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to Section 186 of the Companies Act 2013.
23. Particulars of Contracts or Arrangements made with Related Parties
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
24. 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.S Sunil Kumar Managing Director ||50% |
"The Company has not paid any remuneration to the non-executive directors of theCompany for the Financial Year 2016-17." b. The percentage increase inremuneration of each director Chief Executive Officer Chief
Financial Officer Company Secretary in the Financial Year: N.A.
"During the Financial Year 2016-17 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 Managing
Director and CFO there are no permanent Employees of the Company.
e. 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.
f. 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.
g. The Statement containing particulars of employees as required under Section 197(12)of the
Act read with Rule 5(2) of the Companies ( Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company.
25. Replies to qualifications made by Secretarial Auditors:
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 2016-17.
Reply: The Board of directors had initiated to appoint Whole Time Company Secretaryof the Company and the same is still in process once we find the desired candidate wewill complete the formalities for the appointment of the same.
26. 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 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.
27. 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 II" to this Report.
28. Extract Of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as
" Annexure III" to this report.
29. 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 onManagement Discussion & Analysis is herewith annexed as Annexure IV to thisreport.
30. CEO and CFO Certification:
In terms of requirements of clause 17(8) of SEBI LODR Regulations the CEO and CFOcertification of the Financial Statements for the year ended 31st March 2017 is enclosedas Annexure V to this report.
31. Corporate Governance:
Since the paid up capital of the Company is less than10 Crores and the net worth of theCompany is less than ` 25 Crores the provisions of Regulations 17 18 19 20 21 2223 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para CD & E of Schedule V of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company.
32. 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 qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
33. 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.
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: 05 September 2017
MVK Sunil Kumar Chairman