Dear Members,
Your Directors have pleasure in presenting the Annual Report together with the Audited
Accounts of the Company for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2014-15 is summarized below:
(Rs. In Lacs)
| Particulars |
Year 2014-2015 |
Year 2013-2014 |
| Profit Before Depreciation |
13.26 |
10.59 |
| Less: Depreciation |
5.41 |
4.00 |
| Profit Before Tax |
7.85 |
6.59 |
| Less: Taxation |
5.31 |
1.69 |
| Profit After Tax |
2.54 |
4.89 |
2. OPERATIONS
The Company’s revenue for the financial year ended March 31, 2015 stood at
Rs.468.42 lacs as compared to Rs. 26.99lacs in the previous year. The Net Profit for the
Financial Year ended March 31, 2015 stood at Rs 2.54lacs as against Rs. 4.89lacs in the
previous year.
3. DIVIDEND
Your Directors have considered it prudent not to recommend any dividend on equity
shares for the year ended March 31, 2015 in order to conserve the resources for future.
4. PUBLIC DEPOSITS
The Company has not invited any deposits from the public within the provisions of
Chapter V of the Companies Act, 2013 (hereinafter -the Act- and any reference of section
pertains to sections of this Act in this Annual Report unless stated otherwise) read with
the Companies (Acceptance of Deposits) Rules, 2014.
5. AUDITORS
M/s. Abhishek Shah, Chartered Accountants, Statutory Auditors of the Company retire at
the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for
re-appointment. The Company has received the Certificate under Section 139(1) of the
Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 from the
Auditor.Your Directors recommend re-appointment M/s. Abhishek Shah, Chartered Accountants,
(FRN 139411W) as theStatutory Auditors of the Company for the current financial year and
fixation of his remuneration.
Mr.Ramesh Chandra Bagdi, Practicing Company Secretary, is the Secretarial Auditor of
the Company and Secretarial Audit Report issued for the year under review is Annexed to
this report.
6. AUDITORS’REPORT
The Auditors’ Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
Secretarial Audit report has been issued by Mr.Ramesh Chandra Bagdi, Practicing Company
Secretary. The secretarial Audit Report has certain observations relating to ROC filings
and suspension of the company. The Board has taken note of the same. The Board ensures to
comply with the pending ROC compliances during the current year. Further, suspension of
the company by BSE was without any issue of Show Cause Notice nor till date any
communication has been received from BSE stating reasons for suspension. We understand
from the act of BSE that the suspension has been an arbitrary act of BSE.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board comprises of efficient and able directors who have vast experience in this
line of business.During the year under review, Mr. Mahendrabhai Panchal was appointed as
Managing Director of the Company.
8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished here under.
| SN Particulars |
Disclosure |
| 1. Conservation of Energy and Power consumption |
The company continued to accord priority to conservation of energy and is continuing
its efforts to utilise energy more efficiently. |
| 2. Technology Absorption and Research & Development |
The company has not absorbed any technology nor any research & development work
has been carried out. |
| 3. Foreign Exch. - Earnings |
Nil |
| Outgo |
Nil |
9. PARTICULARS OF EMPLOYEES
There are no employees of the category specified in under Section 197 read with Rule 5
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:
• In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
• The directors 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 as at 31st March, 2015
and the profit for the year ended on that date;
• The directors have taken proper and sufficient care of the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting fraud and other
irregularities;
• The directors have prepared the annual accounts on a going concern basis:
• The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
• The Directors has devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating efficiently.
11. LISTING
The equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE).
The trading in equity shares of the Company is currently suspended vide BSE Notice
No.20150101 -24 dated January 01, 2015.
12. AUDIT COMMITTEE
The Composition of Audit Committee was changed from time to time. The present
composition of Audit Committee consists of the following members:
| Mr. Nemchand Gala |
- Chairman |
| Mr. Girishkumar Ruparel |
- Member |
| Mrs.Kalpana Hemant Shah |
- Member |
The above composition of the Audit Committee, interalia, consists of independent
Directors. The Company has established a vigil mechanism to oversee through the committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of the company employees and the
Company. The more details of the Audit Committee are stated under Corporate Governance
Report.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Share Transfer Committee constituted was renamed as The Share Transfer and
Investors Grievances Committee. To comply with the requirements of the Companies Act, 2013
and the listing agreement with the Stock Exchanges, the name of the Committee was further
changed to Stakeholders Relationship Committee.
The Composition of Committee is as under:
| Mr. Girishkumar Ruparel |
- Chairman |
| Mr. Nemchand Gala |
- Member |
| Mrs.Kalpana Hemant Shah |
- Member |
14. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014 framed there under, every listed
company and prescribed class of companies, shall constitute Remuneration Committee (RC) of
the Board consisting of 3 or more non - executive directors out of which not less than /
shall be independent director.
The Composition of NRC was changed from time to time.
The present composition of NRC consists of the following members:
Mr. Girishkumar Ruparel
Mr. Nemchand Gala
Mrs.Kalpana Hemant Shah
The above composition of the Nomination and Remuneration Committee, interalia, consists
of only Non Executive Independent Directors. The Remuneration Committee have formulated a
policy as prescribed under the Act which, interalia, includes criteria for determining
qualification, positive attributes and independence of a director and recommended to the
Boardfor adoption of the Policy. The Policy also covers recommendation to the Board on the
remuneration to the Board of Independent Directors, Key Managerial Personnel and other
employees.
15. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is not required to constitute a Corporate Social Responsibility Committee
due to non fulfillment of any of the conditions pursuant to section 135 of the Companies
Act, 2013.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed
to this report.
17. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under, M/s Ramesh Chandra Bagdi, Company Secretaries in Whole-time practice was
appointed to conduct Secretarial Audit for the year ended 31st March, 2015.
M/s Ramesh Chandra Bagdi,Practising Company Secretaries has submitted Report on the
Secretarial Audit forms a part of this report.
18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has a Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors’ qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013 and under the provisions of Listing Agreement.
19. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects
of the Board’s functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties, obligations and
governance. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Chairman and the Non Independent Directors
was carried out by the Independent Directors who also reviewed the performance of the
Secretarial Department. The Directors expressed their satisfaction with the evaluation
process.
20. RELATED PARTY TRANSACTIONS
All the related party transactions, if any, that were entered into during the financial
year were on an arm’s length basis and were in the ordinary course of business. All
Related Party Transactions are placed before the Audit Committee and Board for approval.
21. INVESTOR SERVICES
The company has established connectivity with both the depositories viz. National
Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In
view of the numerous advantages offered by the Depository system, members are requested to
avail of the facility of de-materialization of Company’s shares on either of the
Depositories as aforesaid.
22. WHOLLY OWNED SUBSIDIARY
Company does not have any wholly owned subsidiary company.
23. HUMAN RESOURCES
Your Company considers people as one of the most valuable resources. It believes in the
theme that success of any organization depends upon the engagement and motivation level of
employees. All employees are committed to their work and proactively participate in their
area of operations. The Company’s HR philosophy is to motivate and create an
efficient work force as manpower is a vital resource contributing towards development and
achievement of organisational excellence.
24. INTERNAL CONTROLS
The Company has an adequate system of internal checks on its day to day affairs, which
acts as a internal control system commensurate with its size and the nature of its
business.
The internal controls system of the Company are monitored and evaluated and reviewed by
Management and Audit Committee of the Board of Directors. Auditor’s observations in
confirmation to policy in force has also been received.
25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has
constituted a Risk Management Committee. Business Risk Evaluation and Management is an
ongoing process within the Organization. The Company has a robust risk management
framework to identify, monitor and minimize risk as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the Risk Management Policy and Framework in line with Local legal
requirements and SEBI guidelines
• Reviewing risks and evaluate treatment including initiating mitigation actions
and ownership as per a pre-defined cycles.
• Defining framework for identification, assessment, monitoring, mitigation and
reporting of risk.
Within its overall scope as aforesaid, the Committee shall review risk trends,
exposure, potential impact analysis and mitigation plan.
The Risk management committee was constituted as on 10.02.2015
26. CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a way of business life rather than
legal compulsion. Your Directors re-affirm their commitment to the Corporate Governance
standards prescribed by Securities and Exchange Board of India (SEBI) codified as Clause
49 of the Listing Agreement with Stock Exchanges. Corporate Governance Report as well as
Corporate Governance compliance certificate by Secretarial Auditors is set out is annexed
to this Report. Management Discussion Analysis Report forms a part of Directors Report.
27. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 12 (Twelve) Board meetings during the financial year under review. The
details of the Board meetings and the attendance of the Directors are provided in the
Corporate Governance Report.
28. ACKNOWLEDGEMENTS
Your Directors takes opportunity to show gratitude towards the assistance and
co-operation received from Banks and other Agencies and Shareholders resulting in good
performance during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
dedicated services rendered by Executives, staff and workers of the Company.
|
For and on Behalf of the Board of Directors of |
|
SUCHAK TRADING LIMITED |
|
Chairman |
| Place: Mumbai |
|
| Date: September 01, 2015 |
|
+91-9892691696
