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Directors Report of Supra Trends Ltd.

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

 
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