Mar 31, 2024
Your Directors have pleasure in presenting the 37th Annual Report of âSupra Trends Limitedâ (the Company)
together with the Audited accounts for the financial year ended 31st March 2024.
The performance of the Company for the financial year ended 31st March 2024 is summarized below:
|
PARTICULARS |
Financial Year |
Financial Year |
|
Revenue from Operations |
- |
- |
|
Other Income |
- |
- |
|
Total Revenue |
- |
- |
|
Profit/Loss for the year (before Interest, Deprecation & Tax) |
(9.49) |
(6.81) |
|
Less |
0 |
0 |
|
Interest |
- |
- |
|
Deprecation |
- |
- |
|
Provision for Taxation (including deferred tax) |
- |
- |
|
Net Profit |
(9.49) |
(6.81) |
During the year under review, Company has not made any revenue and recorded a loss of Rs. (9.49)lakhs as
against loss of Rs. (6.81) lakhs in the previous year due to operational and technical issues and the plant
shutdown, Company could not register revenue in the current financial year.
There were no outstanding deposits within the meaning of Section 73 and 74 of the Companies Act, 2013
read with the rules made thereunder. Your Company did not accept any deposit during the period under
review.
The Company has not proposed to transfer any amount to the reserve for the financial year ended 31st
March, 2024.
The Board of directors does not recommend any dividend for the year as at 31st March, 2024.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is available on the Companyâs website
athttp://www. supratrendsltd.com/invester.html
The Company shares are listed in BSE Limited and are infrequently traded.
There is no change in share capital:
⢠Buy Back of Securities : The company has not bought back any of its securities.
⢠Sweat Equity Shares : The company has not issued any Sweat Equity Shares.
⢠Bonus Shares : No Bonus shares were issued during the year.
⢠Preference Shares/Debentures : Company has not issued any Preference shares/Debentures.
⢠Employees Stock Option Plan : Company has not provided any Stock Option Scheme.
There was no Director(s) and Key Managerial Personnel who ceased / re-elected / re-appointed, during the
year under review.
But Subsequent to the closure of Financial Year, on 28th May 2024, Mr. Koduganti Raghavendra Kumar
(DIN:02376957) and Mr. Sridhar Seshadri Gundavarapu (DIN: 01724330) were appointed as an Additional
Directors in the Non-executive Independent category. And Mr. Raghava Gupta Garre (DIN: 02706027) and
Mr. Udayabhanu Gadiyaram (DIN: 06728482) resigned as the Non-Executive Independent director of the
company.
And on 28th May 2024, Mrs. Nuzhat Fatima having membership No. A28960 resigned for the post of Company
Secretary & Compliance Officer of the company and Mr. Girish Shivaram Gaonkar having membership No.
A73406 appointed for the post of Company Secretary & Compliance Officer of the company.
On 3rd August 2024, Mrs. Savithri Penumarthi (DIN: 10720017) appointed as an Additional Director in
theNon-executive independent category and Mrs. Chivukula Surya Prabha (DIN: 06894261) Resigned as
Non-executive independent category.
And on 3rd August 2024, Mr. D V P Rao Vinnakota, appointed as the Chief Financial Officer (CFO) of the
company.
At the Extra-Ordinary General Meeting held on 27th August 2024 Members appointed Mr. Koduganti
Raghavendra Kumar (DIN:02376957) and Mr. Sridhar Seshadri Gundavarapu (DIN: 01724330)as Non¬
executive Independent Directors for the period of 5 years w.e.f 28th May, 2024and Mrs. Savithri Penumarthi
(DIN: 10720017)as Non-executive Independent Director for the period of 5 years w.e.f 03rd August, 2024.
Retirement by Rotation
In terms of the provisions of sub-section 152 of the act, 2013 two third of the total number of directors i.e.,
excluding Independent Directors are liable to retire by rotation and out of which, one third is liable to retire
by rotational every annual general meeting.
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of your Company, Mr. Mathamsetty Venkata Krishna Sunil Kumar (DIN: 03597178) is liable to
retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re¬
appointment.
In terms of Section 149 of the Act and SEBI Listing Regulations, all Independent Directors of the Company
have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence
as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of
SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the
Board of directors and Senior Management. In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence. The Company has received
confirmation from all the Independent Directors of their registration on the Independent Directors Database
maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules
made thereunder and are independent of the management
Independent Directors of the company have additionally met 1 time in the financial year 2023 -2024, including
for:
a) To review the performance of non independent Directors and the Board as a whole,
b) To review the performance of Board taking into account the views of executive and non executive
directors;
c) To assess the quality, quantity and timeliness of flow of information between the company management
and the Board this is necessary for the Board to effectively and reasonably perform their duties.
The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, etc., through various programmes. These include
orientation programme upon induction of new Director, as well as other initiatives to update the Directors
on an ongoing basis. Further, the Company also makes periodic presentations at the Board and Committee
meetings on various aspects of the Companyâs operations including on Health and Safety, Sustainability,
Performance updates of the Company, Industry scenario, Business Strategy, Internal Control and risks involved
and Mitigation Plan. The details of the Familiarization Programme for Independent Directors for FY 2023-
24were disclosed on the Companyâs website.
Venture Capital and Corporate Investments Private Limited is the Registrar & Share Transfer Agent of the
Company. Members may contact the RTA for resolving any query related to shares or for effecting transfer
of shares, etc.
|
Name of Registrars & Transfer Agent |
: Venture Capital and Corporate Investments Private |
|
Address |
: âAURUM", D No.4-50/P-II/57/4F & 5F, 4th & 5th Floors, Ranga Reddy Dist., Telangana. |
|
Phone |
: 91 040-23818475/476 |
|
Website |
|
|
|
The Company has laid down a âCode of Business Conduct and Ethicsâ for the Directors and the Senior
Management Personnel. The Board has also approved a Code of Conduct for the Non-Executive Directors
of the Company, which incorporates the duties of Independent Directors as laid down in Schedule IV of
Companies Act, 2013.
The Nomination and Remuneration Committee will recommend the remuneration in whatever form/fee to
be paid to the Managing Director, Whole-time Director, other Directors, Key Managerial Personnel and
Senior Management Personnel to the Board for their approval. The level and composition of remuneration/
fee so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors,
Key Managerial Personnel and Senior Management of the quality required to run the Company successfully.
The relationship of remuneration/fee to performance should be clear and meet appropriate performance
benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting
short and long-term performance objectives appropriate to the working of the Company and its goals, the
same has been mentioned in the Remuneration policy which has been annexed as Annexure-I and also
disclosed on the on the Companyâs website www.supratrendsltd.com.
Besides the above Criteria, the Remuneration / compensation / commission / fee / incentives to be paid
to Director/Managing Director/Whole Time Director shall be governed as per provisions of the
Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force. If
any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess
of the limit prescribed by this act or without approval of members by way of Special Resolution, where
required, he shall refund such sums to the company, within the time prescribed in the Companies
Act,2013.
The Non-Executive Directors (including Independent Directors) may receive remuneration by way of
sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such
fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made thereunder
or any other enactment for the time being in force.
i. Details of Remuneration paid to the Directors for the financial year ended 31st March, 2024.
|
Name of Director |
Salary |
Benefits |
Commis¬ sion |
Bonuses |
Stock |
Sitting Fee |
Total |
|
Mathamsetty Venkata |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
Udayabhanu Gadiyaram |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
Chivukula Surya Prabha |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
Raghava Gupta Garre |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
During the year under review, the Company had not paid the sitting fees for attending the meeting of
the Board/Committees to the Non- Executive Directors including the Independent Directors and even
to the Managing Director of the Company.
There are no pecuniary relationships or transactions of Non-Executive Directors vis a-vis the Company
that Have a potential conflict with the interests of the Company.
Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in
the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Board has adopted the same. Insider
Trading Policy explains the guidelines and procedures to be followed and disclosures to be made while
dealing with shares as well as the consequences of violation of norms. Insider Trading Policy is available on
the website of the Company.
In terms of Section 203 of the Act, the Key Managerial Personnel (âKMPsâ) of the Company during FY
2023-24 are:
1. Mathamsetty Venkata Krishna Sunil Kumar is Managing Director of the Company.
2. Ms. Nuzhat Fatima Company Secretary and Compliance Officer of the Company
MEETINGS OF BOARD:
During the year, the Board of Directors met 6 times, i.e., on 14th April 2023, 04thAugust 2023,28th August
2023,14thNovember 2023,14th February 2024, 27th March 2024.
The maximum interval between any two meetings did not exceed 120 days
|
Director |
Category |
No. of |
Number of Membership |
No. of |
Whether |
|
Mathamsetty Venkata |
Managing Director |
Nil |
Nil |
6 |
Yes |
|
Raghava Gupta Garre |
Independent Director |
Nil |
Nil |
6 |
Yes |
|
Chivukula Surya Prabha |
Independent Director |
Nil |
Nil |
6 |
Yes |
|
Udayabhanu Gadiyaram |
Independent Director |
Nil |
Nil |
6 |
Yes |
* Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8Companies.
** Only Audit Committee and Stakeholders Relationship Committee have been considered in termsof
Regulation26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(âListing Regulationsâ).Membership includes Chairmanship.
# subsequent end of the financial year ended 2023-24 Mr. Raghava Gupta Garre and Mr. Udayabhanu
Gadiyaram resigned as Independent Directors on 28th May 2024.
$ subsequent end of the financial year ended 2023-24 Mrs. Chivukula Surya Prabha resigned as
Independent Directors on 3rd August, 2024
All Directors are in compliance with the limit on Directorships as prescribed under Regulation 17A of the
SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the Directors are related to each other
Independent Director Means Director as mandated in Listing Regulations and Section 149(6) of the
CompaniesAct, 2013. All the Independent Directors have given the declaration of their independence at the
beginning ofthe financial year.
None of the Directors on the Board:
⢠is a member of more than 10 Board level committees and Chairman of 5 such committees across all the
Public Companies in which he or she is a director;
⢠holds directorships in more than ten public Companies;
A. Serves as Director or as Independent Director (ID) in more than seven listed entities; and who are the
Executive Directors serves as ID in more than three listed entities. All the Directors of the Company
are appointed/ re-appointed by the Shareholders on the basis of recommendations of the Board and
Nomination and Remuneration Committee.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the
delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined
scope:
â¢â¢ Audit Committee
â¢â¢ Nomination and Remuneration Committee
â¢â¢ Stakeholdersâ Relationship Committee
AUDIT COMMITTEE:
The management is responsible for the Companyâs internal controls and the financial reporting process
while the statutory auditors are responsible for performing independent audits of the Companyâs financial
statements in accordance with generally accepted auditing practices and Indian Accounting Standards framed
as per the companies act and rules made their under and for issuing reports based on such audits. The Board
of Directors has constituted and entrusted the Audit Committee with the responsibility to supervise these
processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and
quality of financial control and reporting. The constitution of the Audit Committee also meets with the
requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.
The Audit Committee comprises of Independent Directors. All members of the Audit Committee are financially
literate and bring in expertise in the fields of finance, economics, strategy and management.
During the financial year 2023-24, the Audit Committee met Five times viz., on 14th April 2023, 04th August
2023, 14th November 2023,14th February 2024, 27th March 2024. The below table gives the composition and
attendance record of the Audit Committee and the Company Secretary of the Company act as the secretary
of the Committee.
The Audit Committee Composition. Number of meetings held/attended during the financial year is as follows:
|
Sr. |
Name |
Position |
Number of meetings during the |
|
|
No. |
financial year |
|||
|
Held |
Attended |
|||
|
1 |
Mr. Raghava Gupta Garre |
Chairman |
5 |
5 |
|
2 |
Mrs. Gadiyaram Udaya Bhanu |
Member |
5 |
5 |
|
3 |
Mrs. Chivukula Surya Prabha |
Member |
5 |
5 |
Note: Audit Committee reconstituted on 3rd August 2024 due to the resignation of the Raghava Gupta Garre,
Gadiyaram Udaya Bhanu and Chivukula Surya Prabha.
Audit Committeeafter re-constitution:
|
S.No. |
Name of the Director |
Designation |
|
1 |
Raghavendra Kumar Koduganti |
Chairman |
|
2 |
Sridhar Seshadri Gundavarapu |
Member |
|
3 |
Savithri Penumarthi |
Member |
The terms of reference of the Audit Committee are mentioned in Annexure II to this report.
NOMINATION & REMUNERATION COMMITTEE:
The Board has constituted Nomination & Remuneration Committee consisting of three Non-Executive
Independent Directors. The terms of reference of the Committee covers evaluation of compensation and
benefits for Executive Director(s), Non-Executive Director(s), Senior Management Employees, framing of
policies and systems of the Employee Stock Appreciations Rights Plan 2021 and looking after the issues
relating to major HR policies.
During the financial year 2023-24, the Committee met Two times i.e. on 28th August 2023 and 14th February
2024. The below table gives the composition and attendance record of the Nomination & Remuneration
Committee and the Company Secretary of the Company act as the secretary of the Committee.
The terms of reference of the Nomination & Remuneration Committee are mentioned in Annexure III to this
report.
The Nomination & Remuneration Committee Composition, Number of meetings held/attended during the
financial year is as follows:
|
Sr. |
Name |
Position |
Number of meetings during the |
|
|
No. |
financial year |
|||
|
Held |
Attended |
|||
|
1 |
Chivukula Surya Prabha |
Chairman |
2 |
2 |
|
2 |
Garre Raghava Gupta |
Member |
2 |
2 |
|
3 |
Gadiyaram Udaya Bhanu |
Member |
2 |
2 |
Note: Nomination & Remuneration Committee reconstituted on 3rd August 2024 due to the resignation of
the Raghava Gupta Garre, Gadiyaram Udaya Bhanu and Chivukula Surya Prabha.
Nomination & Remuneration Committee after re-constitution:
|
S.No. |
Name of the Director |
Designation |
|
1 |
Raghavendra Kumar Koduganti |
Chairman |
|
2 |
Sridhar Seshadri Gundavarapu |
Member |
|
3 |
Savithri Penumarthi |
Member |
The Board has constituted Stakeholders Relationship Committee consisting of Independent Directors.
The terms of reference of the Stakeholders Relationship Committee are mentioned in Annexure IV of this
report.
During the financial year 2023-24, the Committee met Two time i.e., on 28th August 2023, 14th February
2024. The below table gives the composition and attendance record of the Stakeholders Relationship
Committee. The Company Secretary of the Company act as the secretary of the Committee and also designated
as Compliance Officer.
|
Sr. |
Name |
Position |
Number of meetings during the |
|
|
No. |
financial year |
|||
|
Held |
Attended |
|||
|
1 |
Chivukula Surya Prabha |
Chairman |
2 |
2 |
|
2 |
Garre Raghava Gupta |
Member |
2 |
2 |
|
3 |
Gadiyaram Udaya Bhanu |
Member |
2 |
2 |
Note: Stakeholders Relationship Committeereconstitutedon 3rd August 2024due to the resignation of the
Raghava Gupta Garre, Gadiyaram Udaya Bhanu and Chivukula Surya Prabha.
Stakeholders Relationship Committee after re-constitution:
|
S.No. |
Name of the Director |
Designation |
|
1 |
Raghavendra Kumar Koduganti |
Chairman |
|
2 |
Sridhar Seshadri Gundavarapu |
Member |
|
3 |
Savithri Penumarthi |
Member |
There were no loans, guarantees or investment made by the company under section 186 of the Companies
Act 2013, during the financial year 2023-24.
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules framed thereunder.
During F. Y. 2023-24 the Company had received 0 complaints on sexual harassment.
a. number of complaints filed during the financial year : Nil
b. number of complaints disposed of during the financial year : Nil
c. number of complaints pending as on end of the financial year : Nil
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 and based on the representations
received from the management, the directors hereby confirm that:
a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting
standards have been followed and there are no material departures.
b) They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for the financial year;
c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance
of adequate accounting records in accordance with the provisions of the Act. They confirm that there
are adequate systems and controls for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating properly; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for
its employees and Directors to report concerns about any unethical and improperactivity. No person has
been denied the access to the Chairman of the Audit Committee. The Whistle BlowerPolicy is uploaded on
the website of the Company website http://www.supratrendsltd.com/invester.html.
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and
Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying
levels of probability, the likely impact on the business and its mitigation measures. The Internal Auditor
evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification,
assessment, monitoring, mitigation and reporting.
In terms of section 139(1) of the Companies Act, 2013, M/s. NSVR & Associates LLP (Firm Reg. No.
008801S/S200060) was appointed as the Statutory Auditors of the Company at 35th AGM for a period of 5
years i.e. till the conclusion of 39th Annual General Meeting by the members of the Company.
There are no qualifications, reservations or adverse remarks made by M/s NSVR & Associates LLP (Firm
Regn.No.008801S/ S200060), Statutory Auditors in their report for the Financial Year ended 31st March,
2024. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company
under sub-section (12) of section143 of the Companies Act, 2013, during the year under review.
The Board of Directors based on the recommendation of the Audit Committee has appointed S. Venkatadri
& Co, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors
are submitting their reports on quarterly basis.
According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC)
means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of
its business, including adherence to companyâs policies, safeguarding of its assets, prevention and detection
of frauds, errors, accuracy and completeness of the accounting records and timely preparation of financial
information. Company has well placed, proper and adequate internal financial control system, commensurate
with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function
is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded
and protected and that the transactions are authorized, recorded and reported correctly. Internal Auditors
independently evaluate the adequacy of internal controls and audit the transactions. Independence of the
audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit findings.
Significant audit observations and corrective actions as suggested are presented to the Audit Committee on
regularly basis
In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had appointedN. Vanitha, Practicing Company Secretary,
was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required
under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for
FY 2023-24 is given in Form No: MR 3 is herewith annexed as Annexure-V attached hereto and forms part
of this Report.
There are no qualifications, reservations or adverse remarks made by Mrs. N.Vanitha, Practicing Company
Secretary in their report for the Financial Year ended 31st March, 2024.
During year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the
Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against
your Company by its officers or employees, the details of which would need to be mentioned in this Report.
The Company has developed and implementing a risk management policy which includes the identification
there in of elements of risk, which in the opinion of the board may threaten the existence of the Company.
Pursuant to the provisions of section 135(1) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Corporate social responsibility policy) Rules,2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not
applicable to the Company during the financial year 2023-24.
Information required under section134 (3) (m) of the Companies Act,2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, is enclosed herewith as Annexure-VI.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return for FY 2023-24 is available on Companyâs website of your Company and
can be accessed at URL: www.supratrendsltd.com
During the year under review, your Company does not have any Subsidiary, Joint venture or Associate
Company.
All contracts or arrangements entered into by your Company with its related parties during the financial year
were in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. All such
contracts or arrangements, which were approved by the Audit Committee, were in the ordinary course of
business and on armâs length basis. No material contracts or arrangements with related parties within the
purview of Section 188(1) of the Act were entered into during the year under review.
Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, Management Discussion & Analysis
is herewith annexed as Annexure-VII.
Company is having paid up equity share capital of Rs. 5000000 which is not exceeding Rs.10 crore and Net
worth of Rs. (59.66) Lakhs is not exceeding Rs.25 crore, as on the last day of the financial year 2023-24.
Hence the provisions of Regulations 17,18,19,20,21,22,23,24,25,26,27 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 and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith
annexed as Annexure-VIII.
Your Companyâs shares are presently listed and traded on the BSE Limited; Your Company is regular in
paying the listing fee to the BSE Limited.
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 quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher levels of performance. The unflinching
commitment of the employees is the driving force behind the Companyâs vision. Your Company appreciates
the spirit of its dedicated employees.
There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact
the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
YOUR COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS
REPORT:
There were no material changes and commitments affecting the financial position of the Company that have
occurred during the Financial Year 2023-24 except the following.
1. Company received the request for Re-classification of Mrs. D. Veda Reddy, Mr. Nagabhushan Reddy
and Mr. Chandra Reddy from âPromoter category to Public Category on 28th August 2023, and
shareholders approved the same on 30th September 2023 and Company has made an application for
Re-classification of Mrs. D. Veda Reddy, Mr. Nagabhushan Reddy and Mr. Chandra Reddy from
âPromoter category to Public Category on October 28, 2023, the approval for the same is received
from BSE Limited (âthe Stock Exchangeâ) on 07th August 2024.
2. Board of Directors at their meeting held on 14th August 2024 approved the issue and allotment of i)
51.60.000 (Fifty-One Lakh Sixty Thousand Only) Equity Shares to be issued on preferential basis (ii)
1.09.50.000 (One Crore Nine Lakh Fifty Thousand Only) warrants convertible into equity shares to be
issued on a preferential basis and (iii) 88,87,241 (Eighty eight lakhs eighty seven thousand two forty
one only) equity shares against swap of equity shares for the acquisition of Rasvat Food Specialties
Private Limited (âRasvatâ) in the ratio of 1:1 to be issued on a preferential basis.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively
Refer Report on Corporate Governance para on Transfer of unclaimed / unpaid amounts / shares to the
Investor Education and Protection Fund (âIEPFâ) for additional details.
⢠Your Company has not issued any shares with differential voting rights/sweat equity shares.
¦ There was no revision in the Financial Statements.
⢠There has been no change in the nature of business of your Company as on the date of this report.
⢠There are no proceedings, either filed by Company or filed against Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other
courts during the FY 2023-24.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing
paperless compliances by the Companies and permitted the service of Annual Reports and documents to the
shareholders through electronic mode subject to certain conditions and your Company continues to send
Annual Reports and other communications in electronic mode to the members who have registered their
email addresses with your Company/RTA.
Your directors wish to express their gratitude to the central and state government, investors, analysts, financial
institutions, banks, business associates and customers, the medical profession, distributors and suppliers for
their whole-hearted support. Your directors commend all the employees of your company for their continued
dedication, significant contributions, hard work and commitment.
Mathamsetty Venkata Krishna Sunil Kumar
Chairman & Managing Director
(DIN: 03597178)
Date:06th September, 2024
Place: Hyderabad
Mar 31, 2014
To the Members,
The Directors have the pleasure of presenting this 27thAnnual Report
along with the Audited Financial Statements and the Auditor''s Report
thereon for the Financial Year ended 31 "March, 2014.
FINANCIAL PERFORMANCE:
During the year under review, your Company has recorded a gross total
income of Rs. 14,94,000/- form commercial operations and recorded a net
profit of Rs.37,187/-.
DIVIDEND:
Your Directors do not recommend any dividend for the financial year due
to accumulated losses.
ALTERATION OF MAIN OBJECTS AND CHANGE OF NAME:
During the year under review, the Members of the Company has passed a
Special Resolution through postal ballot process conducted on December
10, 2013 for alteration of main objects clause of the Memorandum of
Association and for change of name of the Company from ''Vijay Growth
Financial Services Limited'' to ''Supra Trends Limited''. Accordingly, the
Registrar of Companies has registered the altered main objects on
December 17, 2013 and issued a fresh certificate of incorporation on
December 26, 2013. Consequently, the Company has discontinued from the
business of providing financial services.
SCHEME OF ARRANGEMENT:
The Board of Directors of your Company informs that the Board at its
meeting held on 441 February 2014 has approved the draft Scheme of
Arrangement between ''Supra Trends Limited'' and ''Suncorp Exim India
Limited'' and their respective shareholders and creditors. Further, the
Board at its meeting held on 26th July 2014 decided to abide by the
suggestions of the SEBI by withdrawing the proposal relating to
amalgamation of ''Suncorp Exim India Limited'' with the Company and
accordingly, considered and approved the revised draft Scheme of
Arrangement involving reduction of capital, conversion of un-secured
loans into equity shares and sub- division of the face value of equity
shares.
DIRECTORS:
Mr. D S Sandeep retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board
recommends for his reappointment. Mr. M V Sridhar Kumar resigned as
Director of the Company with effect from August 14, 2014. The Board of
Directors places on record its appreciation for the valuable
contribution, guidance and support rendered by each one of them during
their tenure of Directorship.
Mr. M V K Sunil Kumar, Mr. Garre Raghava Gupta, and Mr. Gadiyaram Udaya
Bhanu have been appointed as Additional Directors of the Company with
effect from November 02, 2013. Further, Mrs. Ch. Surya Prabha has been
appointed as Additional Directors of the Company with effect from
August 14, 2014 to comply with the provisions of the Companies Act,
2013 with respect to appointment of women director.
In compliance with the provisions of Companies Act, 2013, the
appointments of Mr. Garre Raghava Gupta, Mr. Gadiyaram Udaya Bhanu and
Mrs. Ch Surya Prabha as Independent Directors for a term of five years
are placed before the Members in the forthcoming general meeting for
their approval.
Further, the appointment of Mr. M V K Sunil Kumar as a Director liable
to retire by rotation and his appointment as Managing Director are
placed before the Members in the forthcoming general meeting for their
approval.
RENAMING AND RECONSTITUTION OF BOARD COMMITTEES:
In compliance with the provisions of Companies Act, 2013 and the
listing agreement, the Company has renamed and reconstituted the
committees of the Board as follows:
a) Audit Committee comprises of Mr. Udaya Bhanu Gadiyaram, Mr. G
Raghava Gupta and Mr. M V K Sunil Kumar under the chairmanship of Mr.
UdayaBhanu Gadiyaram.
b) Nomination and Remuneration Committee (which was replaced in the
place of Remuneration Committee) comprises of Mr. Udaya Bhanu
Gadiyaram, Mr. G Raghava Gupta and Mrs. Ch. Surya Prabha under the
chairmanship of Mr. Udaya Bhanu Gadiyaram.
c) Stakeholders Relationship Committee (which was replaced in the place
of Investors Grievance Committee) comprises of Mr. Udaya Bhanu
Gadiyaram, Mr. G Raghava Gupta and Mr. M V K Sunil Kumar under the
chairmanship of Mr. Udaya Bhanu Gadiyaram.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms that:
(i) That the directors in the preparation of the annual accounts the
applicable accounting standards have been followed along with proper
explanations relating to material departures.
(ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year.
(iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
(iv) That the directors had prepared the annual accounts on the going
concern basis.
AUDITORS:
The Statutory Auditors of the Company, M/s. P.S. Nagaraju& Co.,
Chartered Accountants, Hyderabad, who retire at the conclusion of
ensuing Annual General Meeting, being eligible, offer themselves for
reappointment for a term of 3 (Three) years in accordance with section
139 of the Companies Act 2013. Further, the aforesaid appointment is
subject to ratification by the Members of the Company at every AGM.
AUDITORS'' REPORT:
The Auditors'' Report is unqualified. The notes to the Accounts referred
to in the Auditors'' Report are self explanatory and therefore do not
call for any further clarifications under Section 217(3) of the
Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration exceeding the limits as
specified under the provisions of Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS/OUTGO:
We firmly believe that technology is the genesis of innovative business
practices, which in turn enable the organization to carry out business
effectively and efficiently. We intend to make investments in
innovative techniques for this regard.
Information as per The Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, relating to the disclosure
of particulars regarding Conservation of Energy, Research and
Development, Technology Absorption are not applicable to the Company.
Energy: The business in which the Company is operating does not require
large quantities of energy. However, wherever possible energy saving
efforts are made.
Foreign Exchange Earning & Outgo:
Foreign Exchange Earning : Nil
Foreign Exchange Outgo : Nil
CORPORATE GOVERNANCE:
A report on Corporate Governance, in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges is set out separately for
the information of the shareholders.
Your Company has complied with Corporate Governance requirement as per
clause 49 of the Listing Agreement with the Stock Exchanges. A report
on Corporate Governance is annexed as Annexure I forming part of this
Report. Auditors Certificate on Corporate Governance forms part of
Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is set out separately for the
information of the shareholders.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to record their appreciation for
the continuous support and co-operation extended by the customers and
bankers. The Directors also acknowledge the confidence reposed by the
investors and shareholders in the Company.
By Order of the Board
Hyderabad, 14th August 2014
Sd/-
M V K Sunil Kumar
Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article