Suncare Traders Ltd Directors Report.

To,

The Members of

SUNCARE TRADERS LIMITED.

Your Directors have pleasure in presenting the 23nd 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, 2020.

Financial Highlights

(Rs. in Lakhs)

Standalone

Consolidated

Particulars 2019-2020 2018-2019 2019-2020 2018-2019
Gross Income 431.50 507.70 431.50 507.70
Profit Before Interest and Depreciation 76.11 45.64 76.11 56.61
Finance Cost 11.64 35.78 11.64 35.78
Depreciation 1.21 1.90 1.21 1.90
Net Profit/(Loss) Before Tax 63.26 7.96 (101.46) 21.59
Tax expenses 12.91 1.92 12.91 1.92
Net Profit/(Loss) After Tax 50.36 6.04 (114.37) 19.67
Balance of Profit/(Loss) brought forward 204.40* 154.02 218.03* 154.02
Surplus carried to Balance Sheet 238.26 160.06 87.16 160.06

* Including General Reserve of Previous Year

Companys Financial Performance

On Standalone Accounts the Gross revenue decrease from Rs.507.70 Lakhs to 431.50 Lakhs, decreased by 15.00% as compared to previous year. The Other Income of the Company has increased from Rs. 77.30 Lakhs to Rs. 153.06 Lakhs, increased by 98% as compared to previous year. The Profit earned after tax is Rs.50.36 Lakhs as compared to previous financial year profit after tax of Rs. 6.04 Lakhs, increased by 733.77%. The profit is increased on account of profit on sale of investment.

On Consolidated Accounts the net Profit for the current year was Rs. (114.37) Lacs. The associate 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 laminates, plywood/mdf and investment in solar power generation business through Associates Company Madhav Power Private Limited. For expansion in the same line of Business, your Company has started exporting the goods in the countries like: Singapore, Thailand, Abu Dhabi till date. Your Company is in process of expansion of trading in other countries also.

Dividend

Your Directors are having a view of conserving the resources of the Company, and for that 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 on March 31, 2020. 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, 2020, Madhav Power Private Limited is our Associate Company. The details of associate company is forming part of Annexure II (A).

Share Capital

Authorised Capital

The Authorised Share Capital of the Company is Rs.34,00,00,000/- (Rupees Thirty Four Crore Only) divided into 17,00,00,000 (Seventeen Crore) equity shares of Rs.2/- (Rupees Two only) each."

The Company in its Extra Ordinary General Meeting held on February 25, 2020 passed the Resolution for the increased its Authorised Capital from Rs.12,00,00,000/- (Rupees Twelve Crores Only) divided into 1,20,00,000 Equity Shares of Rs.10/- each to Rs.34,00,00,000 (Thirty Four Crore) divided into 3,40,00,000 (Three Crore Forty Lakh) equity shares of Rs.10/- (Rupees Ten only) each.

In the said General Meeting, your Company further got approved the resolution of Sub-Division of Equity Shares from the Face Value of 10/- to Face Value of 2/- per share.

Paid up Capital

The Paid up Capital of the Company is Rs. 33,66,60,000/- (Rupees Thirty Three Crores Sixty Six Lacs Sixty Thousands Only) divided into 16,83,30,000 Equity shares of Rs. 2/- each.

The Board of Directors at its meeting held on January 27, 2020, subject to consent of the members of the Company, approved and recommended issue of 11,22,20,000 bonus equity shares of Rs.2/- (Rupees Two only) each credited as fully paid-up to eligible members of the Company in the proportion of 2 (Two) new fully paid-up equity share of Rs.2/- (Rupees Two only) each for every 1 (One) existing fully paid-up equity share of Rs.2/- (Rupees Two only) each by capitalising a sum of 22,44,40,000/- (Twenty Two Crore Forty Four Lakh Forty Thousand Only) out of the securities premium account and/or any other permitted reserves/surplus of the Company, as may be considered appropriate. The same has been approved in the Extra Ordinary General Meeting of the Company held on February 25, 2020.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act, 2013, Ms. Falguni Shah retires by rotation and being eligible offers herself for re-appointment as the Director of the Company.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following changes have been made to the KMP of the Company during the year:

SR. No. Name of Director/KMPs Designation Date of Appointment Change in Designation Date of Resignation
1. Nevil Soni Independent Director 14/11/2018 20/03/2019 03/05/2019
2. Sumit Patel Independent Director 03/05/2019 - -
3. Anand Lavingiya Independent Director 15/05/2015 01/04/2020 -

Note:

1. Anand Lavingiya was reappointed as an Independent Director of the Company w.e.f. April 01, 2020.

2. Snehal Palkhiwala was appointed as an Independent Director of the Company w.e.f. August 01, 2020

3. Heena Parikh was appointed as an Independent Director of the Company w.e.f. August 01, 2020

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 One is Non-Executive and Non-Independent Director, Four are Non-Executive Independent Directors and One is Managing Director of the Company. For further detail please read Corporate Governance Report on page no. 43.

Meetings of the Board of Directors

During the Financial Year 2019-20, the Company held meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. T For further detail please read Corporate Governance Report on page no. 43.

Meeting of the Members:

During the Financial Year 2019-20, the Company has called Annual General Meeting on September 27, 2019 and Extra Ordinary General Meeting on February 25, 2020.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two NonPromoter Independent Directors in line with the Companies Act, 2013 as on March 31, 2020. A separate meeting of Independent Directors was held on March 11, 2020 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 March 11, 2020.

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.

For further detail about Committees of the Company, please read Corporate Governance Report on page no. 43.

Disclosure of Remuneration:

The information required under section 197 (12) of the Companies Act, 2013 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, 2020. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements 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 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 arms 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

Your Company has started exporting the goods in the countries like: Singapore, Thailand, Abu Dhabi till date. Your Company is in process of expansion of trading in other countries also. Your Company is under the list of BSE TOP 2000 Companies as per the Market Capitalization as on March 31, 2020, which gives encouragement to the Board of Directors for the higher growth of the Company. Other than stated above, 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.

Sexual Harassment of Women at Workplace:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the AntiSexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

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, 2020, 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 Doshi Maru & Associates (FRN: 0112187W), Chartered Accountants, Jamanagar retire at the ensuing Annual General Meeting and as per Section 139 (2) of Companies Act, 2013, being eligible to 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 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 Five Years from the conclusion of 20th Annual General Meeting (AGM), pursuant to the amendment to the Section 139 of the Companies Act, 2013, effective from 7th May, 2018, the consent of the members of the Company be and is hereby accorded to delete the requirement, seeking ratification of appointment of Statutory Auditors M/s. Doshi Maru & Associates, Chartered Accountants, Jamnagar [FRN: 0112187W] at every Annual General Meeting.

Pursuant to the amendment to the Section 139 of the Companies Act, 2013, effective from 7th May, 2018, deleted the requirement of seeking ratification of appointment of Statutory Auditors at every Annual General Meeting.

The Auditors Report on the accounts of the Company for the accounting year ended March 31, 2020 is selfexplanatory 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. Murtuza Mandorwala & Associates, Practicing Company Secretaries, Ahmedabad was appointed as the Secretarial Auditor of the Company for Financial Year 2019-20.

In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure IV of Boards Report.

Internal Auditor

Mr. Shankar Bhagat, Partner of M/s. Bhagat & Co., Chartered Accountant, Ahmedabad appointed as an internal Auditor of the Company for the Financial Year 2019-20. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee in the Board meeting held on January 12, 2017 for the Five Year from the Financial Year 2016-17, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

Reporting of Fraud:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed herewith as Annexure V to this report.

Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 Loans to other of Rs. 7,75,51,658/-.

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 VI of Boards Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

• Conservation of Energy:*

• Steps taken/impact on conservation of energy:

N.A.

• Steps taken by the company for utilizing alternate sources of energy including waste generated:

Nil

• 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.

• Technology Absorption:*

• The efforts made towards technology absorption;

N.A.

• The benefits derived like product improvement, cost reduction, product development or import substitution;

N.A.

• 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.

• Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows is Rs. 37,10,404/- in the Financial Year 2019-20 and there is no outflow 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, 2019.

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 Directors, Key Managerial Personnel and Senior Management Employees 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 January 04, 2016. The said policy is also available on the website of the Company www.sctl.in.

Impact of COVID-19 on Business

The business operations of the company was disturbed since the declaration of lockdown, i.e. 25th March, 2020. The corporate office were shut down during the lockdown phase and were resumed in the unlocking phase. The Product in which company dealing is used in furniture Industry. Due to pandemic situation, the turnover the Company may be affected in the FY 2021. The company may face short-term liquidity crunch due to disturbed Operating Cycle but the company is confident to manage the working capital in FY2021.

There is however certain disruption to supply chain in respect of mobilizing the workforce, availability of materials, and dispatch of orders.

However, the company expects improvement in supply chain as further relaxations are being announced by the Government. The company foresees the demand for its products improving as the lockdowns are lifted. Moreover, the company has enough resources for expansion and meet all its obligations.

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

Niyant Parikh Falguni Shah
Place: Ahmedabad Managing Director Director
Date: December 04, 2020 (DIN: 02114087) (DIN: 05263972)