To
The Members,
Your Directors have pleasure in presenting the 37th Annual
Report of ‘Supra Trends Limited? (the Company) together with the Audited
accounts for the financial year ended 31st March 2024.
FINANCIAL RESULTS:
The performance of the Company for the financial year ended 31st March
2024 is summarized below:
| PARTICULARS |
Financial Year 2023-24 |
Financial Year 2022-23 |
| 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) |
FINANCIAL PERFORMANCE AND STATE OF COMPANY?S AFFAIRS:
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.
DEPOSITS
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.
TRANSFER OF AMOUNT TO RESERVES:
The Company has not proposed to transfer any amount to the reserve for
the financial year ended 31st March, 2024.
DIVIDEND:
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 ("SEBI
Listing Regulations") is available on the Company?s website
athttp://www.supratrendsltd.com/invester.html
LISTING OF EQUITY SHARES:
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment / Re-appointment
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 reappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
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.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
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 Company?s 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 Company?s website.
APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:
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 |
|
Limited |
| Address |
: "AURUM", D No.4-50/P-II/57/4F & 5F, 4th &
5th Floors, |
|
Plot No.57, Jayabheri Enclave Phase – II, Gachibowli,
Serilingampally, Hyderabad – 500 032, Ranga Reddy Dist., Telangana. |
| Phone |
: +91 040-23818475/476 |
| Website |
: www.vccipl.com |
| Email |
: investor.relations@vccipl.com |
CODE OF CONDUCT:
The Company has laid down a "Code of Business Conduct and
Ethics" 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.
REMUNERATION POLICY:
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 Company?s website www.supratrendsltd.com.
A. DIRECTOR/ MANAGING DIRECTOR
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.
B. NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS
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.
REMUNERATION OF DIRECTORS
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 Option & Pension |
Sitting Fee |
Total |
| Mathamsetty Venkata |
|
|
|
|
|
|
|
| Krishna Sunil Kumar |
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.
ii. Pecuniary Transactions:
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 PREVENTION OF INSIDER TRADING:
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.
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act, the Key Managerial Personnel
(‘KMPs?) 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
BORD OF DIRECTORS, BORD MEETINGS AND THEIR ATTENDENCE AS ON
31 ST MARCH 2024:
| Director |
Category |
No. of Other Director- ship(s) |
Number of Membership (s) /Chairmanship(s)** of Board
Committeesin other Companiesas on 31.03.2024 |
No. of Board Meeting attended |
Whether attended the last AGM (Yes/ No) |
| Mathamsetty Venkata Krishna Sunil Kumar |
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 |
Notes:
* 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. ("Listing Regulations").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.
COMMITTEES OF THE BOARD:
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:
•• Audit Committee
•• Nomination and Remuneration Committee
•• Stakeholders? Relationship Committee
AUDIT COMMITTEE:
The management is responsible for the Company?s internal controls
and the financial reporting process while the statutory auditors are responsible for
performing independent audits of the Company?s 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. No. Name |
Position |
Number of meetings during
the 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. No. Name |
Position |
Number of meetings during
the 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 |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
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.
| Name of the Director |
Designation |
Held |
financial year 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 |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
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.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:
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
DIRECTORS? 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.
VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:
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.
RISK MANAGEMENT:
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.
AUDIT:
STATUTORY AUDITORS:
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.
AUDITORS? REPORT:
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.
INTERNAL AUDITORS:
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.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
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
company?s 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
SECRETARIAL AUDITOR:
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.
SECRETARIAL AUDIT 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.
REPORTING OF FRAUDS BY AUDITORS:
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.
RISK MANAGEMENT POLICY:
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:
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.
ANNUAL RETURN:
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 Company?s website of your Company and can be accessed at URL:
www.supratrendsltd.com
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, your Company does not have any
Subsidiary, Joint venture or Associate Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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
arm?s 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.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015,
Management Discussion & Analysis is herewith annexed as Annexure-VII.
CORPORATE GOVERNANCE:
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.
PARTICULARS OF EMPLOYEES:
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.
LISTING:
Your Company?s shares are presently listed and traded on the BSE
Limited; Your Company is regular in paying the listing fee to the BSE Limited.
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. The unflinching commitment of the
employees is the driving force behind the Company?s vision. Your Company appreciates
the spirit of its dedicated employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
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 "Promoter 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 "Promoter category to Public
Category on October 28, 2023, the approval for the same is received from BSE Limited
("the Stock Exchange") 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 ("Rasvat") in the ratio of 1:1 to be issued on a
preferential basis.
SECRETARIAL STANDARDS:
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
INVESTOR EDUCATION AND PROTECTION FUND:
Refer Report on Corporate Governance para on Transfer of unclaimed /
unpaid amounts / shares to the Investor Education and Protection Fund (‘IEPF?)
for additional details.
OTHER DISCLOSURES:
- Your Company has not issued any shares with differential voting
rights/sweat equity shares.
- There was no revision in the Financial Statements. z 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
GREEN INITIATIVE IN CORPORATE GOVERNANCE
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.
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.
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