suchak trading ltd Management discussions

Industry Structure & Development - The Company was engaged in the business of warehousing and logistics. Currently the Company has ventured into other business segments of trading in textiles and clothing and found it promising to add-up to the Company’s commercial operations and generate revenues.

Opportunities & Threats - The Company expects significant opportunities in the textiles and clothing business and hence ventured into the same. We perceive threats by way of competition from other business houses in this line activity, new business & govt. policy developments, fluctuation in input costs etc.

Performance - The Company has achieved a modest performance during the year under review on account of the textile and clothing segments whose revenues have shown a healthy trend and good future prospects.

Outlook - The Company is striving to improve the quality and productivity especially in the promising sectors and considering the current economic trends and also barring unforeseen circumstances is confident of achieving gross revenues and operating margins.

Risk & Concerns - The manufacturing segment is lacking future potential besides it faces problems of approvals, licenses, rising materials and labour input costs etc. Our business is largely dependent on demand of manufacturing industry.

Internal Control Systems & Adequacy - The Company has an adequate system of internal checks on its day to day affairs, which acts as an internal audit system, which also evaluates the adequacy and effectiveness of operational controls.

Financial & Operational Performance - Please refer to the Board’s Report for performance review.

Human Resources/Industrial Relations - 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.

Caution - Statements made herein describing the Company’s expectations or predictions are -forward-looking statements-. Actual results may differ materially from those expected or implied, due change in economic, operational and regulatory scenarios within and outside the country.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Suchak Trading Limited

305, MEHTA CHAMBER,

OPP. NALASOPARA RLY STATION

NALASOPARA(EAST)

MUMBAI

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SUCHAK TRADING LTD. (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31stMarch, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under and Companies Act, 1956 and Rules made there under to the extent applicable, except following -

- U/s 203 of the Co. Act, 2013 - no CFO and company secretary has been appointed by the company during the audit period. However, the management assured me that in F.Y. 15-16, both will be appointed.

- U/s 138 read with Rule 13 of Co. (Accounts) Rules, 2014, no internal auditor has been appointed by the company however, in the opinion of management of the company and as per size of the company, there is no need to appoint any internal auditor still the management has assured me to appoint the same in F. Y. 2015-16.

- Certain Forms have not been filed by the company till 31.03.2015 which were required to be Filed with ROC, MUMBAI during the audit period.

- The Company had increased its authorized capital in the F. Y. 2012-13 from Rs. 12 crore to Rs. 16 Crore (prior to audit period) but necessary forms required to be filed with ROC, Mumbai have not been filed in respect of increased authorized capital and due to this. Annual Return for F. Y. 2012-13 and Annual Return and Balance Sheet for F. Y. 2013-14 is yet to be filed.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under.(not applicable to the company during the audit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (not applicable to the company during the audit period) ;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;(not applicable to the company during the audit period)-,

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (not applicable to the company during the audit period)-,

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the company during the audit period);

(vi) We have relied on the representations made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The company is engaged in trading activities hence no specific Acts applicable to the company.

I have also examined compliance with the applicable Clauses of the following:

(i) The compliance of Secretarial Standards does not arise as the same has not been notified under Section 118 of the Companies Act, 2013 for being applicable during the period covered under the Audit.

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above and subject to my comment wherever it was required .

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that:

There are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations and guidelines.

I further report that:

During the audit period, there were no instances of:

(i) Public/Rights/Preferential issue of Shares/debentures/ sweat equity.

(ii) Redemption/buy-back of securities.

(iii) Merger/ amalgamation/ reconstruction etc.

(iv) Foreign technical collaborations.

I further report that:

The company has been suspended by the BSE vide BSE Notice No. 20150101-24 dated January 01, 2015. No Show Cause Notice was issued by the BSE before issuing notice of suspension, in my opinion, suspension of scrip of the company by BSE is arbitrary action.

For Ramesh Chandra Bagdi& Associates,

Company secretaries,

CS Ramesh Chandra Bagdi

Proprietor

ACS: 11800, C P No 2871

Place: Indore

Dated: 25th August, 2015