Sophia Traexpo Ltd.
|BSE: 541633||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE268X01017|
|BSE 00:00 | 23 Jul||Sophia Traexpo Ltd|
|NSE 05:30 | 01 Jan||Sophia Traexpo Ltd|
|BSE: 541633||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE268X01017|
|BSE 00:00 | 23 Jul||Sophia Traexpo Ltd|
|NSE 05:30 | 01 Jan||Sophia Traexpo Ltd|
Your Directors have pleasure in presenting the 37thAnnual Report ofSophia Traexpo Limited' (the Company) together with the Audited accounts for thefinancial year ended 31stMarch 2020.
The performance of the Company for the financial year ended 31stMarch 2020is summarised below:
During the year under review your Company has recorded a gross total income ofRs.3.872lacs as against 122.22 lacs in the previous year and recorded a net Loss of Rs.-17.56 lacs. Due to operational and technical issues and the plant is shutdown yourCompany could not registered expected profit for the year under review.
During the year under review your Company has achieved 3.872 lacs revenue fromoperations. The main activity of the Company which is to maintain and operate a paper unitwas commissioned and due to technical issues plant was shutdown last year. ThoughManagement put efforts to commission in the current year the same could not bematerialized.
COVID-19 and its impact
The impact of COVID-19 on the Company is being closely reviewed with the Management bythe Directors from time to time. As the plant was shutdown suspension of operationsduring lockdown does not arise. When the plant restarts in the current year and afterseeking necessary approvals from the Government authorities and maintaining socialdistancing norms and utmost safety of employees operations wll commence at the Plant.
TRANSFER OF AMOUNT TO GENERAL RESERVE:
The Company has not proposed to transfer any amount to the general reserve for thefinancial year ended 31st March 2020.
The Board of directors does not recommend any dividend for the year as at 31st March2020
LISTING OF EQUITY SHARES:
The Company shares are listed in Bombay Stock Exchange.
DIRECTORS & KEY MANAGERIAL PERSONAL:
Interms of the provisions of sub-section 152 of the act 2013 two third of the totalnumber of directors i.e. excluding Indipendent Directors are liable to retire by rotationand out of which one third is liable to retire by rotational every annual generalmeeting.
Ms Lakshmi Satyasri Nekkanti (DIN:07223878)is liable to retire by rotation at AGM andbeing eligible offer herself for re-appointment.
Mr. Yerrapragada Mallikarjuna Rao Whole time director & Chief Financial OfficerMs. Bora Sunitha Company Secretary Membership No.A37473 (She resigned From the postCompany Secretary on 15th July 2019) are KMP'sof the company in terms ofsection 2(51) and Section 203 of the Companies Act2013 as on date of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent director under149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laiddown under section 149(6) of the Companies Act 2013.
MEETINGS OF BOARD:
7 (seven) meetings of the Board of Directors were held during the year.
The maximum interval between any two meetings did not exceed 120 days.
M/s NSVR & Associates LLP (Formerly known as Nekkanti Srinivasu & Co).Chartered Accountants (Firm Regn. No. 008801S/S200060) has been appointed as the StatutoryAuditors of the Company for a period of 5 years i.e. till the conclusion of 39th AnnualGeneral Meeting by the member soft he Company subject to ratification by the members attheir sub sequent AGM as stipulated in Section 139 of the Companies Act 2013. Where asthe provisions of Section 139 of the Companies Act 2013 relating to ratification ofappointment of auditors by the members has been omitted by the Companies (Amendment) Act2017 their appointment is valid till the conclusion of 39th AGM of the Company.
There are no qualifications reservations or adversere remarks made by M/s NSVR &Associates LLP (Formerly known as Nekkanti Srinivasu & Co). Chartered Accountants(Firm Regn.No.008801S/ S200060) Statutory Auditors in their report for the Financial Yearended 31st March 2020. The Statutory Auditors have not reported any incident of fraud tothe Audit Committee of the Company under sub-section (12) of section143 of the CompaniesAct 2013 during the year under review.
The Board of Directors based on the recommendation of the Audit Committee hasre-appointed Ms. Sravanti Karuturi Chartered Accountant (Membership No.239567 Hyderabadas the Internal Auditor of your Company. The Internal Auditors are submitting theirreports on quarterly basis.
M/s. PS.Rao & Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the financial year 2019-20as required underSection 204 of the Companies Act 2013 and Rules made there-under. The secretarial auditreport for FY2019 - 20 is given inform No: MR- 3 is herewith annexed as Annexure-Iattached hereto and forms part of this Report. The Board has appointedM/s.PS.Rao&Associates Practicing Company Secretaries as secretarial auditors of theCompany for the financial year 2019-20.
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 ended31st March 2020
RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy which includes theidentification there in of elements of risk which in the opinion of the board maythreaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
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) Rules2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is not applicable to the Companyduring the financial year 2019-20.
The Board has constituted Audit Committee as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
TheAudit Committee of the Company comprises Shri. Srinivas Rao Bolla - Chairman Smt.Lakshmi Nekkanti Satyasri- Member and Shri. Nageswara Rao Balusupati -Member.
All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:
Information required under section134 (3) (m) of the Companies Act2013 read with Rule8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure-II.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.
A structured questionnaire was prepared after considering the inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Boardwho were evaluated on parameter ssuch as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.The performance evaluation of theIndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets prevention detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.
The Company has no subsidiaries as on 31st March 2020. Annexure- III.
POLICY ON DIRECTOR'S 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 compliancewith Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and pursuant to Section178 of the Companies Act2013. The main object of thisCommittee is to identify persons who are qualified to become directors and who may beappointed in senior management of the Company recommend to the Board their appointmentand removal and to carry out evaluation of every Director's performance recommend theremuneration package of both the Executive and the Non- Executive Directors on the Boardand also the remuneration of Senior Management one level below the Board. The Committeereviews the remuneration package payable to Executive Director(s) and recommends to theBoard 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 hasadopted and framed a Remuneration Policy for the Directors Key Managerial Personnel andother Employees pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations2015
The remuneration determined for Executive/ Independent Directors is subject to therecommendation of the Nomination and Remuneration Committee and approval of the Board ofDirectors. The NonExecutive Directors are compensated by way of profit sharing Commissionand the Non-Executive Directors are entitled to sitting fees for the Board/CommitteeMeetings. The remuneration paid to
Directors Key Managerial Personnel and all other employees is in accordance with theRemuneration Policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178(3) ofthe Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the CorporateGovernance Report which forms part of this Report.
(b) Familiarization/ Orientation program for Independent Directors: A formalfamiliarization programme was conducted about the amendments in the Companies Act 2013Rules 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 applicablelaws from time to time in every Board Meeting conducted.
Your Company has not accepted any fixed deposits and as such no principal or interestwas 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 Section186of the Companies Act 2013 are given in the notes to the Financial Statements.
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) Act2013 and the rules framed there under.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act 2013 and based onthe representations received from the management the directors hereby confirm that:
i. In the preparation of the annual accounts for the financial year 2019-20 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 givea true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial 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.
VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:
The Whistle Blower (Vigil) mechanism provides a channel to the employees to report tothe management Concerns about unethical behavior actual or suspected fraud or violationof the Codes of Conduct or policy and also provides for adequate safeguards againstvictimization of employees by giving them direct access to the Chairman of the AuditCommittee in exceptional cases.
The Policy cover smal practices and events which have taken place/suspected to havetaken place misuse or abuse of authority fraud or suspected fraud violation of Companyrules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the Financial Year 2019-20 Company has not entered significant related partytransaction. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is enclosed as "Annexure IV" to thisreport.
STATE OF AFFAIRS OF THE COMPANY
The State of Affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulations 2015 are part ofManagement Discussion & Analysis is herewith annexed as Annexure-V.
CORPORATE GOVERNANCE: N.A.
Company is having paid up equity share capital of Rs.51000000 which is not exceedingRs.10 crore and Net worth is not exceeding Rs.25 crore as on the last day of thefinancial year 2019-2020. Hence the provisions of Regulations1718192021222324252627 and clauses (b) to (i) of sub-regulation 2 of Regulation46 and para C D & E of Schedule V of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure-VI.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of .120 Lakhs or more oremployees who are employed for part of the year and in receipt of . 8.50 Lakhs ormore per month.
The Company does not have any employee who is employed through out financial year orpart thereof who was in receipt of remuneration in financial year under review which inaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole time director and holds by himself or along withhis spouse and dependent children not less than2% 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 qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance.The unflinching commitment of the employees is thedriving force behind the Company's vision.Your Company appreciates the spirit of itsdedicated employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich 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 theCompany that have occurred between the end of the Financial Year 2019-20 of the Companyand the date of this report.
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 For SOPHIA TRAEXPO LIMITED