DIRECTORs REPORT

SUNCARE TRADERS LIMITED To, The Members of

SUNCARE TRADERS LIMITED.

Your Directors have pleasure in presenting the 19th Board Report of the Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended March 31, 2016.

Financial Highlights (Amount in Rs.)

Standalone Consolidated
Particulars 2015-2016 2014-2015 2015-2016
Gross Income 90,896,170 95,223,937 90,890,875
Profit Before Interest and Depreciation 3,661,164 5,923,731 (7,415,943)
Finance Cost 1,233,150 1,290,966 1,233,150
Depreciation 240,469 296,426 240,469
Net Profit/(Loss) Before Tax 2,187,545 4,336,339 (8,889,562)
Tax expenses 734,593 1,408,512 734,593
Net Profit/(Loss) After Tax 1,452,952 2,927,827 (8,154,969)
Balance of Profit/(Loss) brought forward 10,439,783 8,655,513 4,143,151
Dividend - (943,750) -
Dividend Tax - (199,807) -
Surplus carried to Balance Sheet 11,892,735 10,439,783 4,011,818

Company’s Financial Performance

On Standalone Accounts the Gross revenue decrease from Rs. 9.52 crores to 9.08 Crores, decreased by 4.55% as compared to previous year. The decrease in revenue is due to decrease 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 lacs, decrease by 50.37% due to huge increase in inventory stock. Your Directors are optimistic of achieving better result in the coming year.

On Consolidated Accounts the net Loss for the current year was Rs. 81.54 Lacs. The associate Company is holding shares in various Renewable Power Projects and the power projects 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 laminates, plywood/mdf and apart from trading our company has find out a new avenue of solar power generation business and has invested in Madhav Power Private Limited, a company engaged in solar power project. Till date, our Company has invested Rs. 3091.10 lacs and acquired a stake of 49.07% in Madhav Power Private Limited.

Dividend

During the financial year 2015-16, the Company has incurred Inadequate Profit, So your Directors 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 on March 31st, 2016. So the Question of transferring the amount in the Investor Education And Protection Fund as per the provisions of Section 125(2) of the Companies Act, 2013, does not 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. The details of associate company is forming part of Annexure III.

Initial Public Offer

The Company had made public issue of 37,84,000 Equity Shares of Rs 10/- each on SME Platform of BSE in the month of December,2015. The shares were listed and trading start on the SME platform of BSE from December 29, 2015. As a result of this the issued, subscribed and paid-up capital of the Company is Rs. 5,61,10,000/- (Rupees Five Crores Sixty One Lacs Ten Thousands Only) divided into 56,11,000 Equity shares of Rs.10/-.

Use of Proceeds

The proceeds from the Issue of the Company vide prospectus dated 10th December, 2015 have been utilized for the purpose for which they were raised and there is no deviation in the 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 rotation and 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 the Company.

Constitution of Board:

The Board of the Company comprises Six Directors out of which three are Non-Executive and Non-Independent Directors and three are non-executive Independent Directors. 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 Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement 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 of more than five committees across all the Public companies in which they are Director. The necessary 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 of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies 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. 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

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company 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 the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.sctl.in. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria 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 and of the Independent Directors of the Company was done at the respective meetings of Independent Director and Board of Directors each held on 01st February, 2016.

The criteria on which Independent Directors were evaluated was, inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, opinion, judgment, estimate provided on key agenda items, exercise of objective independent judgment on strategy, performance, risk management etc. in the best interest of Company, confirmation of adequacy of internal control on financial reporting, maintenance of confidentiality of information of the Company obtained in capacity of Independent Director, initiative to maintain integrity, ethics and professional conduct, initiative to check conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management.

The criteria on which Non-Independent Director of the Company were evaluated were inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations / deals, smooth functioning of business / internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Information on Directorate:

During the financial year 2015-16, there was no change in the constitution of the Board other than stated below:

1. Mr. Mayur Shah (DIN: 02114144), Director of the Company re-designated as Managing Director of the Company on April, 02, 2015.

2. Mr. Anand Lavingya (DIN: 05123678), Independent Director of the Company Appointed as an Additional Director of the Company on May 15, 2015 has been regularized on September 30, 2015 in the Annual General Meeting of the Company.

3. Mr. Sandeep Mulchandani (DIN: 07179679), Independent Director of the Company Appointed as an Additional Director of the Company on May 15, 2015 has been regularized on September 30, 2015 in the Annual General Meeting of the Company.

4. Ms. Mauli Bodiwala (DIN: 07173733), Independent Director of the Company Appointed as an Additional Director of the Company on May 15, 2015 has been regularized on September 30, 2015 in the Annual General Meeting of the Company.

Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Dr. Sunil Gupta, retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting.

None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more 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 March 31, 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 appointed Mr. Mayur Shah as Managing Director of the Company on April 02, 2015.

Further, the Company has appointed Ms. Pooja Shah as the Company Secretary and Compliance officer of the Company on May 22, 2015.

Further, the Company has appointed Mr. Parth Shah as a Chief Financial Officer of the Company on August 27, 2015.

Disclosure Of Remuneration:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company and its Associate, prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts.

The Company has One associate as on March 31, 2016. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s 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 are Interested, which are falling within the purview of Section 188 of the Act, for which requisite approval of Board is taken. However, transaction entered with Companies wherein Directors are interested is at arm’s length basis and in ordinary course of business hence, no approval from the Board or Shareholders is required. Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure II (B) in Form AOC-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 financial position of the Company which have occurred between the end of the financial year of the Company 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, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is 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 the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had 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 at the end of the financial year and of the profit or loss of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 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 the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all 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 the ensuing Annual General Meeting and, being eligible offer themselves for reappointment. The Company has received the certificate from them to the effect that the appointment if made, would 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 One year from the conclusion of 19th Annual General Meeting (AGM) till the conclusion of 20th Annual General Meeting (AGM).

The Auditors’ Report on the accounts of the Company for the accounting year ended March 31, 2016 is self-explanatory and do not call for further explanations or comments that 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 appointed as 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 is annexed as Annexure IV of Board’s Report.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of para C, D and E of schedule V as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is not required. However, our company has adhered to corporate governance by having optimum combination of independent directors and executive directors on Board of our Company.

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

Loans to other of Rs. 3,75,20,047/- and loan to Associate Rs. 2,27,89,200/- are granted interest 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 is in excess of the limits specified in relevant provisions of the Companies Act, 2013 ("the Act") by Rs. 4,60,40,112 which is contravenes of section 186(2) of the Act.

2. Loans to other of Rs. 3,75,20,047/- and loan to Associate Rs. 2,27,89,200/- are granted interest free ,which is in contravenes of section 186(7) of the Act.

Explanation on Auditors Comment:

The company has granted loan to its associates and invested amount beyond the prescribed limit. The company has passed the resolution under section 186(2) and approved by shareholders in the extra ordinary general meeting held on December 2, 2015, for which necessary ROC filling was pending and after considering the Auditors comment Company had filed the form with ROC for the same which was recorded by Secretarial Auditor of the Company. Subsequently, the company has filed the special resolution with the registrar of company 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) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 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 including waste generated:

Nil

iii) Capital investment on energy conservation equipment:

NIL

* Your Company is in Business of trading of Laminate Sheets, so in trading business there 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 development or import substitution;

N.A.

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

N.A.

* Your Company is in Business of trading of Laminate Sheets, so in trading business there 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 Foreign Exchange 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 within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no 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 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Director’s, Key Managerial Personnel and Senior Management Employee’s appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 22nd May, 2015. The said policy is 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 items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 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 significant contributions made by the employees at all levels through their dedication, hard work and commitment, 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-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support 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)