Your Directors have pleasure in presenting the 32ndAnnual Report of Supra TrendsLimited ("the Company") together with the Audited Financial Statementsfor the financial year ended 31st March 2019.
1. Financial Results
Your Company's performance during the year ended 31stMarch 2019 as compared to theprevious financial year is summarized as below:
| || ||(Rs. In Lakhs) |
|PARTICULARS ||Financial Year 2018-19 ||Financial Year 2017-18 |
|Total Revenue(Including other Income) ||06.22 ||0.00 |
|Profit/(Loss) before depreciation interest and tax ||(12.14) ||(12.13) |
|Less: Interest ||0.00 ||0.00 |
|Less: Depreciation and amortization expenses ||0.00 ||0.00 |
|Profit/(Loss) before tax ||(12.14) ||(12.13) |
|Net tax expenses/(benefit) ||0.00 ||0.00 |
|Profit/(Loss) for the year ||(12.14) ||(12.13) |
|Amount Transferred to General Reserve ||0.00 ||0.00 |
|Balance carried to Balance Sheet ||(12.14) ||(12.13) |
|Earning per equity share ||(0.24) ||(0.24) |
2. State of the Company's Affairs
In the year 2018-19 the Company has reported 6.22 Lakhsnet revenue. However Profitbefore Tax for the year under review stood at Rs. (12.14) Lakhs as compared to Rs. (12.13)Lakhs reported last year. Loss incurred in this year was predominantly on account of stiffmarket conditions which prevailed during the year and the consequent lower realization.
3. Change In Nature Of Business:
During the year under review there is no change in the nature of business carried outby your Company.
The Board of directors does not recommend any dividend for the year as at 31stMarch2019and no amount was transferred to General Reserve as there are no profits in theCompany for the FY 2017-18.
5. Transfer to Reserves
Your Company has not transferred any amount to the general reserve.
6. Share Capital
During the year under review the Company has not altered its share capital.
7. Directors& Key Manegerial Parsonal:
In terms of the provisions of sub-section 152 of the act2013 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.MVK Sunil Kumar(DIN: 03597178) is liable to retire by rotation at AGM and beingeligible offers himself for re-appointment.
During the financial year there were following changes in the Board of Directors andKey Managerial Personnel of the Company.
Mr. Yerrapragada Mallikarjuna Rao Director (DIN No: 00905266) due to personal andunavoidable circumstances resignation from the Directorship of the Company with effectfrom 05.09.2018. from the post of Director of Supra Trends Limited
In this year Mr.M Chowda Reddy (bearing Membership number:A48009)Appointed as CompanySecretary on 2nd January 2019 & As Chief Financial Officer on 9th January2019.
Due to personal and unavoidable circumstances Mr.MChowda Reddy resigned from the postCompany secretary &Chief Financial Officer of the Company with effect from 24thApril2019.
8. Formal Annual Evaluation Made By The Board Of Its Own Performance And Of ItsCommittees And Individual Directors
As required under the provisions of Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors has been done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by the nomination andremuneration committee.
9. Independent Directors' Declaration
The Independent Directors have submitted the declaration of independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
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 Yearand as such noprincipal or interest was outstanding as on the date of the Balance sheet.
11. Meetings of the Board
During the year under review five board meetings were held on 30th May 2018 14thAugust2018 05th September 201814th November2018 and 14st February 2019.The maximumtime-gap between any two consecutive meetings was within the period prescribed under theCompanies Act 2013.
12. 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.
13. 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 of Independent Directors aslaid down in Schedule IV of Companies Act 2013. Both the Codes are posted on theCompany's website.
14. Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:
i) In preparation of annual accounts for the financial year ended 31st March 2019 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2019 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) The Directors had prepared the annual accounts on a going concern' basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. 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.
16. Audit committee
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 Mrs. Gadiyaram UdayaBhanu Chairman Mr. Raghava Gupta Garre- Member and Mr.M V K Sunil KumarMember.
All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.
17. 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 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.
18. Adequacy Of Internal Financial Controls With Reference To The Financial Statements
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Management has set-up a system to monitor and evaluates theefficacy and adequacy of internal control system in the Company on regular basis itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the audit reports the units undertake corrective action in theirrespective areas and strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board periodically.
The Board of Directors of the Company have adopted various policies like Related PartyTransactions policy Whistle Blower Policy policy to determine material subsidiaries andsuch other procedures for ensuring the orderly and efficient conduct of its business forsafeguarding its assets the prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information.
19. Statutory Auditors
As per Section 139 of the Companies Act 2013 M/s NSVR & ASSOCIATES LLP CharteredAccountants (ICAI Firm Registration Number:008801S/S200060) was appointed as StatutoryAuditors for a period of Five (05) years i.e. from conclusion of 30thAnnual GeneralMeeting held in the year 2017 till the conclusion of the 35thAnnual General Meeting to beheld in year 2022.
In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
The Audit Report issued by M/s. NSVR & ASSOCIATES LLP Statutory Auditorsfor the financial year ended 31stMarch 2019 forms part of this Report. There are noqualifications reservations or adverse remarks made by the Statutory Auditors whichrequires explanation or comments from the Board.
20. Auditors Report and notes on accounts:
There are no qualifications reservations or adverse remarks made by M/s NSVR &Associates LLP. Chartered Accountants (Firm Regn. No.008801S/S200060) StatutoryAuditors in their report for the Financial Year ended 31stMarch 2019. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Companyunder sub-section (12) of section 143 of the Companies Act 2013 during the year underreview.
21. Internal Control and Audit
Company has a proper and adequate system of Internal Control commensurate with its sizeand the nature of its operations to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and all transactions are authorizedrecorded and reported correctly. The Board of Directors at the recommendation of the AuditCommittee appointed Ms. Sravanthi KaruturiChartered Accountant(MembershipNo.239567) as Internal Auditor of the Company for financial year 2018- 19. InternalAuditors monitor and evaluate the efficacy and adequacy of internal Control System in theCompany. Significant Audit Observation and corrective actions thereon are presented totheAudit Committee of the Board.
22. Secretarial Audit
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- I attachedhereto and forms part of this Report. The Board has appointed M/s. P.S.Rao&Associates Practicing Company Secretaries as secretarial auditors of the Company for thefinancial year 2018-19.
Comments by the Board on Every Qualification Reservation or Adverse Remark orDisclaimers:
As there is no qualification reservation or adverse remark in the reports made by theAuditors your directors need not give their comments on that.
However with regard to the qualification raised by the Secretarial Auditor with regardto appointment of Company Secretary your Company states that as the registered office ofthe Company is situated in a village which is far away from any nearby town none of thequalified personnel are intending to come and work in the village environment howeveryour Company is taking steps to find a suitable candidate.
23. 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 theCompanyduring the financial year 2018-19.
24. Vigil Mechanism:
In pursuant to the provisions of section 117(9)( & (10) of the Companies Act 2013SEBI (LODR) Regulations 2015 a Vigil Mechanism for directors and employees to reportgenuine concerns has been established. Protected disclosures can be made by a whistleblower through to the Chairman of the Audit Committee. The Policy on vigil mechanism andwhistle blower policy may be accessed on the Company's websitehttp://www.supratrends.com/.
25. Risk Management
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.
No Fraud by the company or on the company by its officer or employees during the year.
27. 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.
28. 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 the Financial Statements.
The Company has no subsidiaries; statement pertaining to the same in AOC-1 is annexedherewith as "Annexure V."
30. 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.
31. Particulars of Employees:
As required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 NO employee of your Company is in receipt ofremuneration Rs.10200000/- (Rupees One Crores Two Lakh) or more or employed for partof the year and in receipt of Rs. 850000/- (Rupees Eight Lakh Fifty Thousand) or more amonth during the financial year under review.
32. Disclosure as per Sexual Harassmentof Women At Workplace (Prevention ProhibitionAnd 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.
33. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo:
The additional information regarding conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134 (3)(m) of the CompaniesAct 2013 read with the rule 8 to the Companies (Accounts) Rules 2014 are provided as an "AnnexureII"to this report.
34. 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.
35. Management Discussion & Analysis:
Pursuant to Regulation 34 (2) (e)of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a report on ManagementDiscussion & Analysis is herewith annexed as Annexure IV to this report.
36. 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 22 2324 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C D& E of Schedule V of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company.
37. 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 31stMarch 2019 is enclosed as"Annexure VI" to this report.
38. 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.
39. 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.
By Order of the Board of Directors
For SUPRA TRENDS LIMITED
M V K Sunil Kumar
Chairman &Managing Director
Date: 05th September 2019