TO THE MEMBERS
Your Directors present herewith the Annual Report of your company together with theAudited Accounts for the year ended 31st March 2021.
| ||2020-2021 ||2019-20 |
|Highlights of financial result for the year were as under: ||Rs. In Lakhs ||Rs. In Lakhs |
|Profit from Operations before Other Income & Interest ||58.76 ||(7.78) |
|Add: Other Income ||30.99 ||(7.78) |
|Operating Profit before Interest ||89.75 ||(7.78) |
|Less: Interest ||(76.87) ||- |
| ||12.88 ||(7.78) |
|Add: Exceptional Income/(Expenses) ||- ||- |
|Profit Before Tax ||12.88 ||(7.78) |
|Provision for Tax ||(3.33) ||- |
|Prior -period Tax expenses ||- ||(1.41) |
|Profit After Tax ||9.55 ||(9.19) |
During the year the Company has registered a profit of Rs. 9.55 lacs from theoperation of the company as against loss of Rs. 9.19 lacs from previous financial year.
Supra Pacific Management Consultancy Limited ("Supra") is a BSE ListedNon-Banking Finance Company. Supra has been part of the promoter group of M/s Mid-EastPortfolio Management Limited (the "listed entity") for more than 15 yearshowever there was change of management of Supra during the financial year 2019-20. SPA(Share Purchase Agreement) was signed on 11th July 2019 between the erstwhile promoters ofSupra and the Acquirers (Present Promoters) to sell 65.58% shares in terms of SEBI(Substantial Acquisition of Shares and Take-Over) Regulations 2011 and we received theSEBI Observation for Open Offer on 13th November 2019. The prior approval from RBI wasgranted vide letter dated 29th December 2019 for change in shareholding and management.Consequently the Open Offer was made to the public by the Acquirers (Present Promoters)on 20th January 2020 to 31st January 2020. And thereafter the change in shareholding andmanagement control was effected on 29th February 2020. The new directors were appointed onthe board of Supra on 27th February 2020 11th March 2020 and 14th July 2020.
For attainment of Minimum public shareholding the company has sold 552736 equityshares of M/s Sanat Multitrade Private Limited (promoter) through Offer for Sale (OFS) byStock Exchange Mechanism.
Your Directors regret their inability to recommend any dividend for the year underreview.
Non-Convertible Debentures & Subordinated Debts
Your Company successfully completed Series I II III through Private Placement andraised Rs. 14.33 Cr during FY 2020-21 and company has also raised Subordinated Debtsrepresenting long term source of funds for the company for Rs. 0.93 lacs during FY 2020-21
DEBENTURE REDEMPTION RESERVE
Pursuant to notification issued by Ministry of Corporate Affairs on 16th August 2019in exercise of the powers conferred by subsections (1) and (2) of section 469 of theCompanies Act 2013 (18 of 2013) the Central Government amended the Companies (ShareCapital and Debentures) Rules 2014.
In the principal rules in rule 18 for sub-rule (7) the limits with respect toadequacy of Debenture Redemption Reserve (DRR) and investment or deposits for listedcompanies (other than All India Financial Institutions and Banking Companies as specifiedin subclause (i)) Debenture Redemption Reserve is not required to maintain in case ofpublic issue of debentures as well as privately placed debentures for NBFCs registeredwith Reserve Bank of India under section 45-IA of the RBI Act 1934. Therefore theCompany has not created DRR during the year ended 31 March 2021.
Shri Kishor Shah Managing Director resigned from his position and continued asNon-Executive Director on 14/07/2020. Due to Change in management and for complying theprovision of Regulation 17 of the SEBI (LODR) Regulation 2015 Shri Kishor ShahNon-Executive Directors of Previous Management resigned from the company with effect from12th March 2021.
Shri. Joby George (DIN: 06429801) appointed as Chairman and Managing Director of theCompany from 01/08/2020 vide postal ballot dated 26/08/2020.
Shri. Sabu Thomas (DIN: 08224794) appointed as Independent Director vide postal ballotdated 26/08/2020 conveyed his resignation from the Board with effect from 13th August2021 due to his personal reasons. And the Board appointed Shri. Murali N A (DIN: 09201589)as Additional Director in the category of Non-Executive Independent Director with effectfrom 13th August 2021.
Shri. Abidh Abubakkar (DIN: 08569590) appointed as Independent Director vide postalballot dated 26/08/2020.
Shri. Sharad Laxman Kulkarni (DIN:07672266) and Shri. Harish RamappaKotian(DIN:02725872) Independent Directors resigned from the Company on 14.07.2020.
Shri. Radhakrishnan Additional Director (DIN:06375644) resigned from the Company on04/09/2020 due to pre-occupation.
Shri. Sandeep Babu T (DIN 08242822) appointed as Additional Director on 14/07/2020 andregularized as Director in the 34th AGM held on 30/09/2020.
Smt. Winey Mathew (DIN: 08771809) appointed as Additional Director (IndependentDirector) on 14/07/2020 and regularized as Director in the 34th AGM held on 30/09/2020.
Shri. Arun Kumar CM (DIN: 08381815) appointed as Non-Executive Non-Independent Director30/09/2020.
Shri. Arun Kumar CM Director (DIN: 08381815) who retire by rotation but being eligiblehimself offers for re-appointment in the ensuing Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act 2013 and based onthe representations received from the management your Directors confirm that;
(i) In the preparation of the Annual Accounts for the year ended 31st March 2021 theapplicable Accounting Standards have been followed and there are no material departures;
(ii) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit &loss of the company for the financial year ended 31st March 2021.
(iii) Taken proper and sufficient care to the best of knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities.
(iv) Prepared the Annual Accounts on a going concern basis.
(v) Had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
(vi) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
As you are aware the Company is a Non-Systemically Important Non-Deposit Taking NBFCand hence has not accepted any public deposits
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company has done twelve board meetings during thisfinancial year which is in compliance with the provisions of the Companies Act 2013. Thedetails thereof are given in the Corporate Governance Report
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company
(i) Shri. Joby George- Managing Director
(ii) Smt. Reshmi Haridas V- Chief Financial Officer
(iii) Shri. Dipu George- Company Secretary
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars under the Companies (Disclosure of particulars in the report of the Boardof Directors) Rules 1988 on the Conservation of Energy and Technologies absorption is notapplicable to your Company. The Company is not having Foreign Exchange Earnings.
M/s Deloitte Haskins and Sells. (Regn.No. 008072S) Chartered Accountants Kochi wereappointed as the Auditors of the Company at the conclusion of the 34th Annual GeneralMeeting (AGM) held on 30th September 2020 to hold office till the conclusion of the 39thAGM of the Company for a period of 5 years.
Subsequently circular issued by Reserve Bank of India ("RBI") Circular No.RBI/2021-22/25 Ref. No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27 2021 whichhas introduced limits on total number of Audit of NBFCs that can be done by a Firm ofChartered Accountants. Since the limits specified in the aforesaid circular is alreadyexhausted. Therefore M/s Deloitte Haskins & Sells communicate their ineligibility tocontinue as statutory auditors of the Company in terms of the aforesaid RBI circular forthe year ending March 31 2022.
In this Regard the Board of Directors at its meeting held on 3rd September 2021 as perthe recommendation of the Audit Committee and pursuant to the provisions of Section139(8) of the Companies Act 2013 have appointed M/s. G. Joseph & AssociatesChartered Accountants Kochi (FRN:006310S) to hold office as the Statutory Auditors ofthe Company from the conclusion of 35 th Annual General Meeting and to until theconclusion of the 36th Annual General Meeting of the company to fill the casual vacancycaused by the resignation of M/s. Deloitte Haskins & Sells Chartered AccountantsKochi (Firm Registration Number: 008072S) subject to the approval by the members inensuring Meeting of the Company at such remuneration as may be mutually decided by theBoard of Directors of the Company and the Statutory Auditors.
The Company has also received consent and eligibility certificate from M/s. G. Joseph& Associates Chartered Accountants Kochi (FRN:006310S) to act as Statutory Auditorsof the Company along with a confirmation that their appointment if made would be withinthe limits prescribed under the Companies Act 2013
PERSONNEL & INDUSTRIAL RELATIONS
Industrial Relations were cordial and satisfactory. There were no employees whoseparticulars are to be given in terms of Section 134(3)(q) of the companies Act 2013 readwith Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Regulations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancepractices followed by the Company together with a Certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report
The Company does not have any subsidiary.
As per the provisions of Section 135 read with the Section 198 of the Companies Act2013 the company do not have CSR obligation for the year 2020-21. Accordingly there hasbeen no meeting of CSR Committee held during the year.
The Company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor businessrisks. The Audit Committee and the Board periodically review the risks and suggest stepsto be taken to manage/ mitigate the same through a properly defined framework. During theyear a risk analysis and assessment was conducted and no major risks were noticed whichmay threaten the existence of the company
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company continues to comply with Secretarial Standards on Board Meetings (SS-1) andGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management discussion and analysis forms an integral part ofthis report. DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet criteria as mentioned in Section 149 of the Act and SEBILODR.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting feescommission if any and reimbursement of expenses incurred for the purpose of attending themeetings of the Board or Committees of the Company.
During the year a meeting of Independent Directors was held on February 11 2021 asrequired under Companies Act 2013 and in Compliance with requirement under Schedule IV ofthe Act and as per requirements of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and discussed matters specified therein.
FAMILIARISATION PROGRAMME FOR DIRECTORS:
At the time of appointing a Director a formal letter of appointment is given tohim/her which inter alia explains the role function duties and responsibilitiesexpected of him as a Director of the Company. The Director is also explained in detail theCompliance required from him under the Companies Act 2013 SEBI (LODR) Regulations 2015and other relevant regulations and affirmation taken with respect to the same. TheChairman and the Management has also one to one discussion with the Directors tofamiliarize with the company's operations.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
During the year under review M/s Abhilash NA Practicing Company Secretary(M.No.F10876 CP:10876) who was appointed as the Secretarial Auditor of the Company hasissued the audit report in respect of the secretarial audit of the Company for thefinancial year ended March 31 2021.
The Audit Report is attached as Annexure I and forms an integral part of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements forming partof this report.
Annual return in Form-MGT-07 has been posted in the website the link of the same ismentioned below for reference https://suprapacific.com/policies-investors-information/
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels. The company regards its employees as great asset.
For the particulars of employees as required to be disclosed in the Directors Report inaccordance with the Provisions of Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014the Directors state that the company does not have any employee who
(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than Rs. 12000000/- rupees per annum;
(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than Rs.850000/-rupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit function out sourced toShri. Paul Jose Retired Banking Professional as of current is well defined in theengagement letter of the Internal Auditor duly approved by the Audit Committee. Tomaintain its objectivity and independence the Internal Auditor reports to the AuditCommittee.
The Internal Auditor evaluates the adequacy of the internal control system in theCompany on the basis of Statement of Operations Procedure instruction manuals accountingpolicy and procedures.
RELATED PARTY TRANSACTIONS:
Contracts / arrangements / transactions entered by the Company during the FY 2020-21with related parties under Section 188 of the Act were in ordinary course of business andon arm's length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the provisions of Regulation 23 of SEBI LODR and the Company's policy onrelated party transactions. Therefore particulars of contracts / arrangements withrelated parties under Section 188 in Form AOC-2 is enclosed as Annexure II with thisreport.
PERFORMANCE EVALUATION OF BOARD. COMMITTEES & INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board it's Committees the Chairman andthe individual Directors was carried out for the year 2020-21 led by the Nomination &Remuneration Committee.
As part of the evaluation process. the performance of non-independent Directors. theChairman and the Board was done by the independent Directors. The performance evaluationof the respective Committees and that of independent and non-independent Directors wasdone by the Board excluding the Director being evaluated. The Directors expressedsatisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a frame work in relation toremuneration of Directors. Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Moredetails on the same are given in the Corporate Governance Report
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has in place a whistleblower policy. to support the Code of conduct of theCompany. This policy documents the Company's commitment to maintain an open workenvironment in which employees. consultants and contractors are able to report instancesof unethical or undesirable conduct. actual or suspected fraud or any violation ofCompany's Code of conduct at a significantly senior level without fear of intimidation orretaliation.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT WORKPLACE:
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention. Prohibition and Redressal) Act. 2013 and the Rules made there under. theCompany formulated an internal Policy on Sexual Harassment at Workplace (Prevention.Prohibition and Redressal) during the year under review. An internal Complaint Committeehas been set up to redress complaints received regarding sexual harassment. All womanemployees (permanent. contractual. temporary. trainees) are covered under this policy.
During the year under review there were no complaints received by the Company relatedto sexual harassment.
APPLICABILITY OF COST AUDIT REQUIREMENTS
Maintenance of cost records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act. 2013. is not applicable to the Company.
KNOW YOUR CLIENT POLICY:
Reserve Bank of India (RBI) has issued guidelines on Know Your Customer' (KYC)Guidelines - Anti Money Laundering Standards for Non-Banking Finance Companies (NBFCs)thereby setting standards for prevention of money laundering activities and corporatepractices while dealing with their customers vide Circular Nos.: DNBR (PD) CC No.051/3.10119/2015-16. dated July 1. 2015. Similarly. KYC guidelines have been issued byNSDL and CDSL on customer identification and proof of address at the time of opening theaccount and for subsequent changes/modification etc. The Company has adopted all
the best practices prescribed by RBI from time to time and shall make appropriatemodifications if any necessary to this code to conform to the standards so prescribed.
INTERNAL FINANCIAL REPORT:
The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.
COMPLIANCE WITH NBFC REGULATIONS
Your Company has complied with all the regulatory provisions of the Reserve Bank ofIndia applicable to Non-Banking Financial Company - Non-Systemically Important Non-Deposittaking Company.
As on 31 March 2021 the Capital Adequacy Ratio of the Company is 22.06% well abovethe statutory requirement of 15%.
LISTING WITH STOCK EXCHANGES
Your Company confirms that it has paid the Annual Listing Fees for the financial year2021-22 to BSE where the Company's shares are listed.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:
No significant and material orders have been passed by any regulators or courts ortribunals against the Company impacting the going concern status and Company's operationsin future.
MAINTENANCE OF COST RECORDS
The Company is an NBFC and hence the requirement under sub-section (1) of section 148of the Companies Act 2013 w.r.t Maintenance of cost records is not applicable
Our Directors express their sincere appreciation of the co-operation received fromshareholders bankers and other business constituents during the year under review. OurDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the performance of theCompany during the year.
| ||For and on behalf of the Board of Directors |
| ||Joby George |
| ||Chairman & Managing Director |
|(DIN: 06429801) || |
|Place: Kochi || |
|Date: 13thAugust 2021 || |