| 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 |