SUNCARE TRADERS LIMITED To The Members of
SUNCARE TRADERS LIMITED.
Your Directors have pleasure in presenting the 19th Board Report of the Companytogether with the Audited Statement of Accounts and the Auditors Report of yourcompany for the financial year ended March 31 2016.
Financial Highlights (Amount in Rs.)
| ||Standalone ||Consolidated |
|Particulars ||2015-2016 ||2014-2015 ||2015-2016 |
|Gross Income ||90896170 ||95223937 ||90890875 |
|Profit Before Interest and Depreciation ||3661164 ||5923731 ||(7415943) |
|Finance Cost ||1233150 ||1290966 ||1233150 |
|Depreciation ||240469 ||296426 ||240469 |
|Net Profit/(Loss) Before Tax ||2187545 ||4336339 ||(8889562) |
|Tax expenses ||734593 ||1408512 ||734593 |
|Net Profit/(Loss) After Tax ||1452952 ||2927827 ||(8154969) |
|Balance of Profit/(Loss) brought forward ||10439783 ||8655513 ||4143151 |
|Dividend ||- ||(943750) ||- |
|Dividend Tax ||- ||(199807) ||- |
|Surplus carried to Balance Sheet ||11892735 ||10439783 ||4011818 |
Companys Financial Performance
On Standalone Accounts the Gross revenue decrease from Rs. 9.52 crores to 9.08 Croresdecreased by 4.55% 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.14.52 Lacs as compared to previous financial year profit after tax of Rs. 29.27 lacsdecrease by 50.37% due to huge increase in inventory stock. Your Directors are optimisticof achieving better result in the coming year.
On Consolidated Accounts the net Loss for the current year was Rs. 81.54 Lacs. Theassociate Company is holding shares in various Renewable Power Projects and the powerprojects are highly capital intensive hence in the initial years the Company incur loss.
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.
During the financial year 2015-16 the Company has incurred Inadequate Profit So yourDirectors regret to declare any dividend for the financial year 2015-16 (Previous Year Rs. 2.5 per equity share i.e. 25%).
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 31st 2016. 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 2016 Madhav Power Private Limited is our Associate Company. Thedetails of associate company is forming part of Annexure III.
Initial Public Offer
The Company had made public issue of 3784000 Equity Shares of Rs 10/- each on SMEPlatform of BSE in the month of December2015. The shares were listed and trading start onthe SME platform of BSE from December 29 2015. As a result of this the issued subscribedand paid-up capital of the Company is Rs. 56110000/- (Rupees Five Crores Sixty One LacsTen Thousands Only) divided into 5611000 Equity shares of Rs.10/-.
Use of Proceeds
The proceeds from the Issue of the Company vide prospectus dated 10th December 2015have been utilized for the purpose for which they were raised and there is no deviation inthe utilization of proceeds.
Board of Directors and Key Managerial Personnel:
As per Section 152(6) of the Companies Act 2013 Dr. Sunil Gupta retires by rotationand being eligible offers himself for re-appointment 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 Six Directors out of which three are Non-Executiveand Non-Independent Directors and three are non-executive Independent Directors. Thecomposition of Board complies with the requirements of the Companies Act 2013. Furtherin pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Company is exempted fromrequirement of having composition of Board as per Listing Regulations.
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 2015-16 the Company held 16 meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 were adhered to while considering the time gap betweentwo meetings.
|Sr. No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||01/05/2015 ||3 ||3 |
|2. ||15/05/2015 ||6 ||6 |
|3. ||19/05/2015 ||6 ||6 |
|4. ||22/05/2015 ||6 ||6 |
|5. ||25/05/2015 ||6 ||6 |
|6. ||01/06/2015 ||6 ||6 |
|7. ||20/08/2015 ||6 ||6 |
|8. ||27/08/2015 ||6 ||6 |
|9. ||03/09/2015 ||6 ||6 |
|10. ||02/11/2015 ||6 ||6 |
|11. ||18/11/2015 ||6 ||6 |
|12. ||07/12/2015 ||6 ||6 |
|13. ||10/12/2015 ||6 ||6 |
|14. ||26/12/2015 ||6 ||6 |
|15. ||04/01/2016 ||6 ||6 |
|16. ||01/02/2016 ||6 ||6 |
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has Three Non-Promoter Independent Directors in line with the Companies Act 2013.A separate meeting of Independent Directors was held on February 01 2016 to review theperformance of Non-Independent 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 eachindependent director under Section 149 (7) of the Companies Act 2013 that they meet thecriteria of independence laid down in Section 149 (6) of the Companies Act 2013.
Evaluation of Directors of the Company:
The formal evaluation of Board as whole and Non-Independent 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 01st February 2016.
The criteria on which Independent Directors were evaluated was inter alia attendanceand participation in Board Meetings / Committee Meetings / General Meetings opinionjudgment estimate provided on key agenda items exercise of objective independentjudgment on strategy performance risk management etc. in the best interest of Companyconfirmation of adequacy of internal control on financial reporting maintenance ofconfidentiality of information of the Company obtained in capacity of IndependentDirector initiative to maintain integrity ethics and professional conduct initiative tocheck conflict of interest and maintenance of independence adherence to the applicablecode of conduct for independent directors managing relationships with fellow Boardmembers and senior management.
The criteria on which Non-Independent 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.
Information on Directorate:
During the financial year 2015-16 there was no change in the constitution of the Boardother than stated below:
1. Mr. Mayur Shah (DIN: 02114144) Director of the Company re-designated as ManagingDirector of the Company on April 02 2015.
2. Mr. Anand Lavingya (DIN: 05123678) Independent Director of the Company Appointed asan Additional Director of the Company on May 15 2015 has been regularized on September30 2015 in the Annual General Meeting of the Company.
3. Mr. Sandeep Mulchandani (DIN: 07179679) Independent Director of the CompanyAppointed as an Additional Director of the Company on May 15 2015 has been regularized onSeptember 30 2015 in the Annual General Meeting of the Company.
4. Ms. Mauli Bodiwala (DIN: 07173733) Independent Director of the Company Appointed asan Additional Director of the Company on May 15 2015 has been regularized on September30 2015 in the Annual General Meeting of the Company.
Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Dr. Sunil Gupta retires by rotation at the ensuing annualgeneral meeting. He being eligible has offered himself for re-appointment as such. TheBoard of Directors recommends his 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 re-appointment/ 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 2016 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 the Company has appointedMr. Mayur Shah as Managing Director of the Company on April 02 2015.
Further the Company has appointed Ms. Pooja Shah as the Company Secretary andCompliance officer of the Company on May 22 2015.
Further the Company has appointed Mr. Parth Shah as a Chief Financial Officer of theCompany on August 27 2015.
Disclosure Of Remuneration:
The information required under section 197 (12) of the Act read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asan 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 2016. Pursuant to the provisions ofSection 129(3) of the Act a statement containing salient features of the financialstatements of the Companys associate in Form AOC-1 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 arms 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 FormAOC-2 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 MGT-9is 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 2016 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 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 at the end of thefinancial year and of the profit or loss of the Company for that year; c) The Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) TheDirectors had prepared the annual accounts ongoing concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable 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 being eligible offer themselves for reappointment. TheCompany has received the certificate from them to the effect that the appointment if madewould be within prescribed limits under Section 139 of the Companies Act 2013.
The Board of Director of your Company recommends their appointment for a period of Oneyear from the conclusion of 19th Annual General Meeting (AGM) till the conclusion of 20thAnnual General Meeting (AGM).
The Auditors Report on the accounts of the Company for the accounting year endedMarch 31 2016 is self-explanatory and do not call for further explanations or commentsthat may be treated as adequate compliance of Section 134 of the Companies Act 2013.
M/s. A. G. Shah and Associates Practicing Company Secretaries Ahmedabad was appointedas the Secretarial Auditor of the Company for Financial Year 2015-16.
In terms of Section 204 (1) of the Companies Act 2013 a Secretarial Audit Report isannexed as Annexure IV of Boards Report.
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 no corporate governance report is not required. However our company hasadhered to 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. 37520047/- and loan to Associate Rs. 22789200/- are grantedinterest free which is in contravenes of section 186(7) of the Act.
Explanation on Comments by Auditor in his Report:
Comment by Auditor:
1. Loans & Investment made by the Company during the year ended 31 March 2016 isin excess of the limits specified in relevant provisions of the Companies Act 2013("the Act") by Rs. 46040112 which is contravenes of section 186(2) of theAct.
2. Loans to other of Rs. 37520047/- and loan to Associate Rs. 22789200/- aregranted interest free which is in contravenes of section 186(7) of the Act.
Explanation on Auditor's Comment:
The company has granted loan to its associates and invested amount beyond theprescribed limit. The company has passed the resolution under section 186(2) and approvedby shareholders in the extra ordinary general meeting held on December 2 2015 for whichnecessary ROC filling was pending and after considering the Auditors comment Company hadfiled the form with ROC for the same which was recorded by Secretarial Auditor of theCompany. Subsequently the company has filed the special resolution with the registrar ofcompany and violation under section 186(7) is self explanatory.
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 Boards Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation of Energy:*
i) Steps taken / impact on conservation of energy:
ii) Steps taken by the company for utilizing alternate sources of energy includingwaste generated:
iii) Capital investment on energy conservation equipment:
* 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;
ii) The benefits derived like product improvement cost reduction product developmentor import substitution;
iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
* 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 nighters Foreign Exchange earned in terms of actual inflows nor the ForeignExchange outgo during the year in terms of actual outflows in the Company.
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 2016.
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.
A well-defined 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 non-business 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 Directors Key Managerial Personnel and Senior ManagementEmployees 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 22nd May 2015. The said policy isalso available on the website of the Company www.sctl.in.
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.
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 co-operationand 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 06 2016 ||(DIN:02114144) ||(DIN:00012572) |