DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the 28th Annual Report of Supra Trends Limited ("the Company") together with the Audited accounts for the financial year ended 31st March 2015. FINANCIAL RESULTS: During the year under review, your Company has recorded a gross total income of Rs. 896,715/- from commercial operations and recorded a net loss of Rs.(1,391,409/-). DIVIDEND: The Board of directors does not recommend any dividend for the year as at 31st March 2015. STATUTORY AUDITORS: The shareholders in their meeting held on 30th September 2014 approved the appointment of M/s. P S Nagaraju& Co, Chartered Accountants, (ICAI Firm Registration No.011447S), as the Statutory Auditors of the Company to hold office till the conclusion of 30th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members' ratification on appointment of M/s. P S Nagaraju& Co, Chartered Accountants, (ICAI Firm Registration No.011447S), as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.3 of the Notice convening the Annual General Meeting. INTERNAL AUDITORS: The Board of Directors based on the recommendation of the Audit Committee have appointed M/s. S V P & Co., Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. SECRETARIAL AUDITOR: P.S. Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure 1 to the Board's report. The Board has appointed P.S.Rao& Associates, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2015-16. REPLIES TO QUALIFICATIONS MADE BY SECRETARIAL AUDITROS: Qualification: Company has not appointed the Whole Time Company Secretary of the Company as per the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2014-15. Reply: The Board of directors had initiated to appoint Whole Time Company Secretary of the Company and the same is still in process , Once we find the desired candidate , we will complete the formalities for the appointment of the same. SCHEME OF ARRANGEMENT: The Board of Directors of your Company informs that the Board at its meeting held on 4th February 2014 has approved the draft Scheme of Arrangement between 'Supra Trends Limited' and 'Suncorp Exim India Limited' and their respective shareholders and creditors. The Company has received due suggestions from SEBI with regard to the proposal of restructure and the Company has considered the same and the Board of Directors in their meeting held on 01st March, 2015 has approved the draft Revised Scheme of Reduction by reducing the issued, subscribed and paid up share capital from Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) fully paid-up shares of Rs.10/- (Rupees Ten only) each to Rs.50,00,000/- (Rupees Fifty Lakhs only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Re. 1/- (Rupee One only) each and such reduction in the issued, subscribed and paid-up equity share capital of the Company shall be effected by writing off the losses by reducing an amount of Rs.9/- (Rupees Nine only) from each of the 50,00,000 (Fifty Lakhs) Fully Paid Up Equity shares of Rs.10/- (Rupees Ten only) each. Upon Reduction of Share Capital, the issued, subscribed and paid-up share capital of Rs.50,00,000/- (Rupees Fifty Lakhs only) divided into 50,00,000 (Fifty Lakhs) Fully Paid Up Equity shares of Re. 1/ - (Rupee One only) each shall again be consolidated into 5,00,000 (Five Lakhs) Fully Paid Up Equity shares of Rs. 10/- (Rupees Ten only) each aggregating Rs.50,00,000/-(Rupees Fifty Lakhs only). The Revised Scheme of Reduction of Share Capital has been approved by The BSE Limited Vide its Letter dated. 7th May, 2015. DIRECTORS: Mr. D. S. Sandeep (DIN: 02869043), who retires by rotation and being eligible, seek re-appointment. The Board of Directors have appointed Chivukula Surya Prabha as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Chivukula Surya Prabha as an Independent Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for her appointment as an Independent Director for a period of five years is included at Item No.4 of the Notice convening the Annual General Meeting. Every Independent Director, at the first meeting of the Board in which he/she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. A Brief Profile of the Directors of the Company is annexed herewith as "Annexure II" to this report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: N.A. RELATED PARTY TRANSACTIONS During the Financial Year 2014-15 Company has not entered any significant related party transaction. FIXED DEPOSITS: Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. CORPORATE SOCIAL RESPONSIBILITY (CSR): During the financial year 2014-15, the Corporate Social Responsibility not applicable to Company. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e is RISK MANAGEMENT: The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report<http://www.supratrends.com/> DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that: i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. 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; iii. 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; 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 and that such internal financial controls are adequate and operating properly; and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. BOARD EVALUATION: The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman. Some of the key criteria for performance evaluation are as follows - Performance evaluation of Directors: • Attendance at Board or Committee meetings. • Contribution at Board or Committee meetings. • Guidance/Support to management outside Board or Committee meetings. Performance evaluation of Board and Committees: • Degree of fulfillment of key responsibilities. • Board structure and composition. • Establishment and delineation of responsibilities to Committees. • Effectiveness of Board processes, Information and functioning. • Board culture and dynamics. • Quality of relationship between Board and Management. • Efficiency of Communication with external stakeholders. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an "Annexure-III" to this Report. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure IV" to this report. MANAGEMENT DISCUSSION & ANALYSIS: Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as "Annexure V" to this report. CORPORATE GOVERNANCE: The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2014-15 and a Certificate from the Practicing Company Secretaries of the Company are furnished which form part of this Annual Report. PARTICULARS OF EMPLOYEES: pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors' Report for the year ended March 31, 2015 There are no employee in the Company who is drawing the remuneration worth Rs. 5 lacs per month or Rs. 60 lacs per anum during the financial year. 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 quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Particulars of Employees: The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: The Company has not paid any remuneration to the non-executive directors of the Company for the Financial Year 2014-15." b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year: N.A. "During the Financial Year 2014-15, there is no increase in the remuneration of each director, chief executive officer, chief financial officer, company secretary of the Company." c. The Percentage increase in the median remuneration of employees in the Financial Year: N.A. d. The number of permanent employees on the rolls of Company: other than Managing Director and CFO there are 5 permanent Employees of the Company. e. The explanation on the relationship between average increase in remuneration and Company Performance: N.A. f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A. i. Comparison of each remuneration of the key managerial personnel against the performance of the Company: NIL j. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. ACKNOWLEDGEMENTS: 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. For and on behalf of the board Managing Director Non-Executive Director Place: Hyderabad Date: 12.08.2015 |