Your Directors have pleasure in presenting the Annual Report together with the AuditedAccounts 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 |
The Companys revenue for the financial year ended March 31 2015 stood atRs.468.42 lacs as compared to Rs. 26.99lacs in the previous year. The Net Profit for theFinancial Year ended March 31 2015 stood at Rs 2.54lacs as against Rs. 4.89lacs in theprevious year.
Your Directors have considered it prudent not to recommend any dividend on equityshares 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 ofChapter V of the Companies Act 2013 (hereinafter -the Act- and any reference of sectionpertains to sections of this Act in this Annual Report unless stated otherwise) read withthe Companies (Acceptance of Deposits) Rules 2014.
M/s. Abhishek Shah Chartered Accountants Statutory Auditors of the Company retire atthe conclusion of the ensuing Annual General Meeting and being eligible offer himself forre-appointment. The Company has received the Certificate under Section 139(1) of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014 from theAuditor.Your Directors recommend re-appointment M/s. Abhishek Shah Chartered Accountants(FRN 139411W) as theStatutory Auditors of the Company for the current financial year andfixation of his remuneration.
Mr.Ramesh Chandra Bagdi Practicing Company Secretary is the Secretarial Auditor ofthe Company and Secretarial Audit Report issued for the year under review is Annexed tothis report.
The Auditors Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation.
Secretarial Audit report has been issued by Mr.Ramesh Chandra Bagdi Practicing CompanySecretary. The secretarial Audit Report has certain observations relating to ROC filingsand suspension of the company. The Board has taken note of the same. The Board ensures tocomply with the pending ROC compliances during the current year. Further suspension ofthe company by BSE was without any issue of Show Cause Notice nor till date anycommunication has been received from BSE stating reasons for suspension. We understandfrom 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 thisline of business.During the year under review Mr. Mahendrabhai Panchal was appointed asManaging Director of the Company.
8. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 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 5of 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 standardshave been followed along with proper explanation relating to material departures;
The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2015and the profit for the year ended on that date;
The directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting fraud and otherirregularities;
The directors have prepared the annual accounts on a going concern basis:
The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
The Directors has devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efficiently.
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 NoticeNo.20150101 -24 dated January 01 2015.
12. AUDIT COMMITTEE
The Composition of Audit Committee was changed from time to time. The presentcomposition 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 independentDirectors. The Company has established a vigil mechanism to oversee through the committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of the company employees and theCompany. The more details of the Audit Committee are stated under Corporate GovernanceReport.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Share Transfer Committee constituted was renamed as The Share Transfer andInvestors Grievances Committee. To comply with the requirements of the Companies Act 2013and the listing agreement with the Stock Exchanges the name of the Committee was furtherchanged 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 withCompanies (Meetings of Board and its Powers) Rules 2014 framed there under every listedcompany and prescribed class of companies shall constitute Remuneration Committee (RC) ofthe 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 consistsof only Non Executive Independent Directors. The Remuneration Committee have formulated apolicy as prescribed under the Act which interalia includes criteria for determiningqualification positive attributes and independence of a director and recommended to theBoardfor adoption of the Policy. The Policy also covers recommendation to the Board on theremuneration to the Board of Independent Directors Key Managerial Personnel and otheremployees.
15. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is not required to constitute a Corporate Social Responsibility Committeedue to non fulfillment of any of the conditions pursuant to section 135 of the CompaniesAct 2013.
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedto this report.
17. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Ramesh Chandra Bagdi Company Secretaries in Whole-time practice wasappointed to conduct Secretarial Audit for the year ended 31st March 2015.
M/s Ramesh Chandra BagdiPractising Company Secretaries has submitted Report on theSecretarial Audit forms a part of this report.
18. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company has a Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 and under the provisions of Listing Agreement.
19. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and Compliance Committees which covers various aspectsof the Boards functioning such as adequacy of the composition of the Board and itsCommittees Board Culture execution and performance of specific duties obligations andgovernance. The performance evaluation of the Independent Directors was carried out by theentire Board. The performance evaluation of the Chairman and the Non Independent Directorswas carried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
20. RELATED PARTY TRANSACTIONS
All the related party transactions if any that were entered into during the financialyear were on an arms length basis and were in the ordinary course of business. AllRelated 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. NationalSecurities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Inview of the numerous advantages offered by the Depository system members are requested toavail of the facility of de-materialization of Companys shares on either of theDepositories 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 thetheme that success of any organization depends upon the engagement and motivation level ofemployees. All employees are committed to their work and proactively participate in theirarea of operations. The Companys HR philosophy is to motivate and create anefficient work force as manpower is a vital resource contributing towards development andachievement of organisational excellence.
24. INTERNAL CONTROLS
The Company has an adequate system of internal checks on its day to day affairs whichacts as a internal control system commensurate with its size and the nature of itsbusiness.
The internal controls system of the Company are monitored and evaluated and reviewed byManagement and Audit Committee of the Board of Directors. Auditors observations inconfirmation to policy in force has also been received.
25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. Business Risk Evaluation and Management is anongoing process within the Organization. The Company has a robust risk managementframework 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 legalrequirements and SEBI guidelines
Reviewing risks and evaluate treatment including initiating mitigation actionsand ownership as per a pre-defined cycles.
Defining framework for identification assessment monitoring mitigation andreporting of risk.
Within its overall scope as aforesaid the Committee shall review risk trendsexposure 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 thanlegal compulsion. Your Directors re-affirm their commitment to the Corporate Governancestandards prescribed by Securities and Exchange Board of India (SEBI) codified as Clause49 of the Listing Agreement with Stock Exchanges. Corporate Governance Report as well asCorporate Governance compliance certificate by Secretarial Auditors is set out is annexedto 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. Thedetails of the Board meetings and the attendance of the Directors are provided in theCorporate Governance Report.
Your Directors takes opportunity to show gratitude towards the assistance andco-operation received from Banks and other Agencies and Shareholders resulting in goodperformance during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thededicated 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 || |