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 36thAnnual Report of SophiaTraexpo Limited' (the Company) together with the Audited accounts for the financialyear ended 31st March 2019.
The performance of the Company for the financial year ended 31st March 2019is summarised below:
During the year under review your Company has recorded a gross total income ofRs.122.22 lacs as against 72.92 lacs in the previous year and recorded a net profit / Lossof Rs. 3.55 lacs. Due to operational and technical issues your Company could notregistered expected profit for the year under review.
During the year under review your Company has achieved 122.22 lacs revenue fromoperations. Though the main activity of the Company which is to maintain and operate apaper unit commissioned in the previous year due to technical issues plant was shut downand 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 thefinancial year ended 31st March 2019.
The Board of directors does not recommend any dividend for the year as at 31st March2019
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 totalnumber of directors i.e. excluding IDs are liable to retire by rotation and out of whichone third is liable to retire by rotational every annual general meeting.
Mr. Yerrapragada Mallikarjuna Rao (DIN:00905266)is liable to retire by rotationat AGM and being eligible offer themselves for re-appointment.
Mr. Yerrapragada Mallikarjuna Rao Whole time director&Chief FinancialOfficerMs. Bora SunithaCompanySecretaryMembership 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:
5 (five) 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 NekkantiSrinivasu& Co). CharteredAccountants (Firm Regn. No.008801S/S200060) has been appointed as the Statutory Auditorsof the Company for a period of 5 years i.e. till the conclusion of 39th Annual GeneralMeeting by the members of the Company subject to ratification by the members at theirsubsequent AGM as stipulated in Section 139 of the Companies Act 2013. Whereas theprovisions 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 adverse remarks made by M/s NSVR &Associates LLP (Formerly known as NekkantiSrinivasu& Co). Chartered Accountants (FirmRegn. No.008801S/S200060) Statutory Auditors in their report for the Financial Year ended31st March 2019. The Statutory Auditors have not reported any incident of fraud to theAudit Committee of the Company under sub-section (12) of section 143 of the Companies Act2013 during the year under review.
The Board of Directors based on the recommendation of the Audit Committee hasre-appointed Ms. SravantiKaruturi Chartered Accountant (Membership No.239567 Hyderabad asthe Internal Auditor of your Company. The Internal Auditors are submitting their reportson quarterly basis.
M/s. P.S.Rao& Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the financial year 2018-19 as required underSection 204 of the Companies Act 2013 and Rules there-under. The secretarial audit reportfor FY 2018-19 is given in Form No: MR - 3 is herewith annexed as Annexure- Iattachedhereto and forms part of this Report.The Board has appointed M/s. P.S.Rao& AssociatesPracticing Company Secretaries as secretarial auditors of the Company for the financialyear 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 Yearended 31st March 2019
RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy which includes theidentification therein of elements of risk which in the opinion of the board may threatenthe 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) Rules 2014 (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 2018-19.
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.
The Audit Committee of the Company comprises the following Members Shri.SrinivasRaoBolla Chairman Shri. Lakshmi NekkantiSatya Sri - Member andShri.NageswaraRaoBalusupati 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 section 134(3) (m) of the Companies Act 2013 read withRule 8 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 Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors 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 2019.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 Section 178 of the Companies Act 2013. 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) Regulations 2015
The remuneration determined for Executive/Independent Directors is subject to therecommendation of the Nomination and Remuneration Committee and approval of the Board ofDirectors. The Non-Executive 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 otheremployees is in accordance with the Remuneration Policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178(3) ofthe Act andRegulation 19 of SEBI Listing Regulations have been disclosed in the CorporateGovernance Reportwhich forms part of this Report.
(b) Familiarization/ Orientation program for Independent Directors: A formalfamiliarization programmewas 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 ofthe Company.
It is the general practice of the Company to notify the changes in all the applicablelaws from time to timein 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 Section186 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 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 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 2018-19 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 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 covers malpractices 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 2018-19 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" tothis report.
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 a report onManagement 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 notexceeding Rs.10 crore and Net worth is not exceeding Rs.25 crore as on the last day ofthe financial year 2018-2019. Hence 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.
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- VII.
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 throughout 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 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 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 Companyappreciates 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 2018-19 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.