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Suncare Traders Ltd.

BSE: 539526 Sector: Others
NSE: N.A. ISIN Code: INE452S01017
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VOLUME 4000
52-Week high
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P/E 162.96
Mkt Cap.(Rs cr) 25
Buy Price 42.00
Buy Qty 2000.00
Sell Price 45.50
Sell Qty 2000.00
OPEN 44.00
CLOSE 45.00
VOLUME 4000
52-Week high
52-Week low
P/E 162.96
Mkt Cap.(Rs cr) 25
Buy Price 42.00
Buy Qty 2000.00
Sell Price 45.50
Sell Qty 2000.00

Suncare Traders Ltd. (SUNCARETRADERS) - Director Report

Company director report

SUNCARE TRADERS LIMITED

To

The Members of

SUNCARE TRADERS LIMITED .

Your Directors have pleasure in presenting the 20th Board Report of theCompany together with the Audited Statement of Accounts and the Auditors’ Report ofyour company for the financial year ended March 31 2017.

Financial Highlights (Amount in Rs.)

Standalone Consolidated
Particulars 20162017 20152016 20162017 20152016
Gross Income 72851448 90737300 72851448 90742595
Profit Before Interest and Depreciation 2023834 3661164 3908958 (7415943)
Finance Cost 1419622 1233150 1419622 1233150
Depreciation 186896 240469 186896 240469
Net Profit/(Loss) Before Tax 2023834 2187545 2302440 (8889562)
Tax expenses 663297 734593 663297 734593
Net Profit/(Loss) After Tax 1360537 1452952 1639143 (8154969)
Balance of Profit/(Loss) brought forward 11892735 10439783 (4011818) 4143151
Surplus carried to Balance Sheet 13253272 11892735 (2372675) (4011818)

Company’s Financial Performance

On Standalone Accounts the Gross revenue decrease from Rs. 9.08 crores to 7.29 Croresdecreased by 19.71% as compared to previous year. The decrease in revenue is due todecrease in sales of Laminates plywoods/MDF/Doors. The Profit earned after tax is Rs.13.60 Lacs as compared to previous financial year profit after tax of Rs. 14.53 lacsdecrease by 6.40% due to reduction in the turnover and increase in Finance Cost in theCurrent Year compare to Previous Year. On account of implementation of GST in the CurrentYear the turnover of the Company will be further reduced in the coming year.

On Consolidated Accounts the net Profit for the current year was Rs. 16.39 Lacs. Theassociate Company is holding shares in various Renewable Power Projects.

Change In Nature Of Business

Your Company continues to operate in same business segment of trading in laminatesplywood/mdf and apart from trading our company has find out a new avenue of solar powergeneration business and has invested in Madhav Power Private Limited a company engaged insolar power project. Till date our Company has invested Rs. 3091.10 lacs and acquired astake of 49.07% in Madhav Power Private Limited.

Dividend

Your Directors are having a view of conserving the resources of the Company and forthat reasons the Directors are not recommending any dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

There is no any Unclaimed Dividend Amount in the Balance Sheet of the Company as onMarch 31 2017. So the Question of transferring the amount in the Investor Education AndProtection Fund as per the provisions of Section 125(2) of the Companies Act 2013 doesnot arise.

Transfer To Reserves

Your Company has not transferred any amount to reserves.

Information About Subsidiary / JV / Associate Company

As on March 31 2017 Madhav Power Private Limited is our Associate Company. Thedetails of associate company is forming part of Annexure II (A) .

Share Capital

The Authorised Share Capital of the Company is Rs. 60000000/-(Rupees Six CroresOnly) divided into 6000000 Equity Shares of Rs. 10/-each.

The Paid up Capital of the Company is Rs. 56110000/-(Rupees Five Crores Sixty OneLacs Ten Thousands Only) divided into 5611000 Equity shares of Rs. 10/-each.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act 2013 Ms. Falguni Shah retires by rotationand being eligible offers herself for reappointment as the Director of the Company.

The Board of Directors placed on record its thanks for their association with theCompany.

Constitution of Board:

The Board of the Company comprises Five Directors out of which two are NonExecutive andNonIndependent Directors two are NonExecutive Independent Directors and One is ManagingDirector of the Company.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per SEBI (LODR) Regulations 2015.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the public companies in which they are director. Thenecessary disclosures regarding committee positions have been made by all the Directors.

Meetings of the Board of Directors

During the Financial Year 201617 the Company held 6 meetings of the Board of Directorsas per Section 173 of Companies Act 2013 which is summarized below. The provisions ofCompanies Act 2013 were adhered to while considering the time gap between two meetings.

Sr. No. Date of Meeting Board Strength No. of Directors Present
1. 30/05/2016 6 5
2. 12/06/2016 6 4
3. 07/09/2016 6 4
4. 15/11/2016 6 5
5. 12/01/2017 5 5
6. 25/03/2017 5 5

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two NonPromoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on March 25 2017 to review theperformance of NonIndependent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.sctl.in.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Evaluation of Directors of the Company:

The formal evaluation of Board as whole and NonIndependent Director of the Company andof the Independent Directors of the Company was done at the respective meetings ofIndependent Director and Board of Directors each held on March 25 2017.

The criteria on which Independent Directors were evaluated was inter alia attendanceand participation in Board Meetings

/ Committee Meetings / General Meetings opinion judgment estimate provided on keyagenda items exercise of objective independent judgment on strategy performance riskmanagement etc. in the best interest of Company confirmation of adequacy of internalcontrol on financial reporting maintenance of confidentiality of information of theCompany obtained in capacity of Independent Director initiative to maintain integrityethics and professional conduct initiative to check conflict of interest and maintenanceof independence adherence to the applicable code of conduct for independent directorsmanaging relationships with fellow Board members and senior management.

The criteria on which NonIndependent Director of the Company were evaluated were interalia attendance and participation in Board Meetings / Committee Meetings / GeneralMeetings knowledge of sector where company operates various directions provided in keydecision making of the Company understanding key risk for the Company and avoidance ofrisk while executing functional duties successful negotiations / deals smoothfunctioning of business / internal operation initiative to maintain corporate culture andmoral values commitment dedication of time leadership quality attitude initiativesand responsibility undertaken decision making achievements.

Audit Committee:

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of Committee as on the date is as stated below:

Sr. No. Name of Director Designation in Committee
1. Mr. Anand Lavingia Chairman
2. Ms. Mauli Bodiwala Member
3. Ms. Falguni Shah Member

The Board has constituted Stakeholder's Relationship Committee as required underCompanies Act 2013. The Composition of Committee as on the date is as stated below:

Sr. No. Name of Director Designation in Committee
1. Mr. Anand Lavingia Chairman
2. Ms. Mauli Bodiwala Member
3. Ms. Falguni Shah Member

Nomination & Remuneration Committee:

The Board has constituted Nomination & Remuneration Committee as required underCompanies Act 2013. The Composition of Committee as on the date is as stated below:

Sr. No. Name of Director Designation in Committee
1. Ms. Mauli Bodiwala Chairman
2. Mr. Anand Lavingia Member
3. Ms. Falguni Shah Member

During the financial year 201617 there was no change in the constitution of the Boardother than stated below:

1. Mr. Sandeep Mulchandani (DIN: 07179679) Independent Director of the CompanyResigned as an Independent Director of the Company on December 18 2016.

Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Ms. Falguni Shah retires by rotation at the ensuingAnnual General Meeting. She being eligible has offered herself for reappointment. TheBoard of Directors recommends her appointment on the Board.

The relevant details as required under Regulation 36(3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking reappointment/ appointment as Director are also annexed to the Noticeconvening the Annual General Meeting.

None of the Directors on the Board hold directorships in more than ten publiccompanies. Further none of them is a member of more than ten committees or chairman ofmore than five committees across all the public companies in which he is a Director.Necessary disclosures regarding Committee positions in other public companies as on March31 2017 have been made by the Directors. None of the Directors are related to each other.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 Mr. Parth Shah has resignedfrom the post of Chief Financial Officer of the Company on January 09 2017.

Further the Company has redesignated Ms. Pooja Shah Company Secretary and ComplianceOfficer of the Company as a Chief Financial Officer (CFO) of the Company on January 102017.

Disclosure of Remuneration:

The information required under section 197 (12) of the Companies Act 2013 read withrule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given as an Annexure I.

Subsidiaries Joint Ventures and Associate Companies

The Consolidated Financial Statements of the Company and its Associate prepared inaccordance with the relevant Accounting Standards of the Institute of CharteredAccountants of India duly audited by the Statutory Auditors form a part of the AnnualReport and are reflected in the Consolidated Accounts.

The Company has one associate as on March 31 2017. Pursuant to the provisions ofSection 129(3) of the Companies Act 2013 a statement containing salient features of thefinancial statements of the Company’s associate in Form AOC1 is annexed herewith as Annexure– II (A) for your kind perusal and information.

Transactions with Related Parties:

The Company has entered into transaction with the company in which our Directors areInterested which are falling within the purview of Section 188 of the Act for whichrequisite approval of Board is taken. However transaction entered with Companies whereinDirectors are interested is at arm’s length basis and in ordinary course of businesshence no approval from the Board or Shareholders is required. Information on transactionswith related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) ofthe Companies (Accounts) Rules 2014 are given in Annexure II (B) in FormAOC2 and the same forms part of this report.

Material Changes And Commitments

There have been no material changes and commitments which is affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

Extract of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT9is annexed herewith as Annexure – III for your kind perusal and information.

Directors’ Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2017 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Auditors and Report Thereon:

M/s B. T. VORA & Co. (FRN:123652W) Chartered Accountants Ahmedabad retire at theensuing Annual General Meeting and as per Section 139 (2) of Companies Act 2013 he is noteligible for Reappointment.

The Company has received consent from Mr. Sarvesh Gohil partner of Doshi Maru &Associates Chartered Accountants Jamanagar to act as a Auditor of the Company alongwith letter stating that their appointment if made would be within the prescribed limitsunder Section 139 and Section 141 of the Companies Act 2013 and rules made there under.

The Board of Director of your Company recommends their appointment for a period of FiveYears from the conclusion of 20th Annual General Meeting (AGM) subject toratification of their appointment by the members at every annual general meeting.

The Auditors’ Report on the accounts of the Company for the accounting year endedMarch 31 2017 is selfexplanatory and do not call for further explanations or commentsthat may be treated as adequate compliance of Section 134 of the Companies Act 2013.

Secretarial Auditor

M/s. A. G. Shah and Associates Practicing Company Secretaries Ahmedabad was appointedas the Secretarial Auditor of the Company for Financial Year 201617 and 201718.

In terms of Section 204 (1) of the Companies Act 2013 a Secretarial Audit Report isannexed as Annexure IV of Board’s Report.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of para C D and E of schedule V as per Regulation 15 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Hence corporate governance report is not required. However our company has adheredto corporate governance by having optimum combination of independent directors andexecutive directors on Board of our Company.

Loans Guarantees And Investments U/S 186 Of The Companies Act 2013

Loans to other of Rs. 27112106/-and loan to Associate Rs. 34559642/-out of thetotal Loan no interest was charged on the Loan Amount of Rs. 9 Lacs.

Explanation on Comments by Auditor in his Report:

Comment by Auditor:

1. The company appointed Internal Auditor of the Company as per Sec.138 of theCompanies Act 2013 for the Financial Year 201617 but Internal Audit was not carried outduring the Financial Year 201617.

Explanation on Auditor's Comment:

The Company has appointed Internal Auditor in its Board Meeting held on January 122017. The Auditor has accepted the Assignment of Internal Audit of the Company assumingthat the appointment is for Financial Year 201718. However on perusal of the matter theAuditor has completed Internal Audit after finalization of Accounts by the statutoryauditor of the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure V of Board’s Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy:* i) Steps taken / impact on conservation of energy: N.A.

ii) Steps taken by the company for utilizing alternate sources of energy includingwaste generated:

Nil

iii) Capital investment on energy conservation equipment:

NIL

* Your Company is in Business of trading of Laminate Sheets so in trading businessthere is no need of Conservation of Energy.

B. Technology Absorption:*

i) The efforts made towards technology absorption;

N.A.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution;

N.A.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

N.A.

* Your Company is in Business of trading of Laminate Sheets so in trading businessthere is no need of Technology Absorption.

C. Foreign exchange earnings and Outgo (Amount in Rs.)

There is neither Foreign Exchange earned in terms of actual inflows nor the ForeignExchange outgo during the year in terms of actual outflows in the Company.

Public Deposits:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2017.

Corporate Social Responsibility

The provisions of Section 135(1) and 135(5) of the Companies Act 2013 regardingconstitution of Corporate Social Responsibility (CSR) Committee and spending of at least2% of average net profit are not applicable to the Company.

Risk Management

A welldefined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and nonbusiness risks.

Nomination And Remuneration Policy

In terms of Section 178(3) of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a policy on Director’s Key Managerial Personnel and Senior ManagementEmployee’s appointment and remuneration including criteria for determining theirqualifications positive attributes independence and other prescribed matters wasformulated and recommended by the Nomination and Remuneration Committee and adopted by theBoard of Directors at their respective meetings held on January 04 2016. The said policyis also available on the website of the Company www.sctl.in.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 to the extent the transactions took place on those items during the year.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable cooperationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

For and on behalf of Board of Directors
Suncare Traders Limited
Mayur Shah Sunil Gupta
Place: Ahmedabad Managing Director Director
Date: September 01 2017 (DIN:02114144) (DIN:00012572)