To,
The Members of
SUNCARE TRADERS LIMITED
Your Directors have pleasure in presenting the 26th 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, 2023.
Financial Highlights (Rs. in Lakhs)
Particulars |
Standalone |
|
2022-23 |
2021-22 |
| Gross Income |
602.79 |
1128.40 |
| Profit Before Interest and Depreciation |
(1945.66) |
128.29 |
| Finance Cost |
56.86 |
47.81 |
| Depreciation |
0.20 |
0.36 |
| Net Profit/(Loss) Before Tax |
(2002.72) |
80.12 |
| Tax expenses |
(158.52) |
11.69 |
| Net Profit/(Loss) After Tax |
(1844.21) |
68.43 |
DIVIDEND:
Your Directors place on record their deep sense of concern that due to carry forward
losses, your Directors are unable to declare any dividend to its shareholders.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs. 33,66,60,000 divided
into 16,83,30,000 equity shares of Rs. 2/- each. There has been no change in the share
capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of
the Companies Act, 2013 during the financial year 2022-23 is enclosed as an Annexure to
this Boards Report. During the year under review, the company has not provided any
security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND
COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. HARSHADKUMAR
CHHANABHAI RATHOD (DIN: 09698350) shall retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered herself for re-appointment as the Director of the
Company.
Mr. HARSHADKUMAR CHHANABHAI RATHOD (DIN: 09698350), who was appointed as Whole-time
Director (WTD) and Chief Financial Officer (CFO) of the company with effect from
08.08.2022, liable to retire by rotation.
Ms. FALGUNI RAJANBHAI SHAH was resigned as director of the company on 8th
May 2023 and Mr. PARESHBHAI GANPATBHAI SENGAL was appointed as an additional director of
the company with effect from 8th May 2023 hereby appointed an Independent
Director of the Company to hold office for five consecutive years.
As per the provisions of Section 203 of the Companies Act, 2013, Mr. HARSHADKUMAR
CHHANABHAI RATHOD, Chief Financial Officer and Ms. PRIYANKA KAKHANI, Company Secretary are
the key managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
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.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year
2022-23 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment and Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for
Internal Controls.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies
(Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
AUDITORS AND AUDITORS REPORT:
M/s. D G M S & Co., Chartered Accountants, Jamnagar [FRN: 0112187W], Statutory
Auditors of the Company to hold office for period of 3 years till the conclusion of the
AGM to be held in the year 2025 at such remuneration as shall be fixed by the Board of
Directors of the Company in consultation with them.
The observations made by the Auditors in their Auditors Report and the Notes on
Accounts referred to in the Auditors Report are self-explanatory and do not call for any
further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. Geeta Serwani & and Associates, Company Secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit report in the
prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
Sr. No. |
Qualifications made by Secretarial Auditor |
Explanations by the Board |
a) |
As per section 138 of the Companies Act, 2013, the Company is required
to appoint Internal Auditor. The Company has not appointed Internal Auditor |
The size of operation of the Company is very small, it is not viable to
appoint Internal Auditor but the Company has established the internal control system. |
b) |
The company has not complied with certain regulation of SEBI (LODR)
Regulations, 2015 as regards publication of Notice of AGM and quarterly results. |
The company will take necessary steps to comply with the same |
c) |
Statutory registers as per companies Act, 2013 are not provided to
review |
The company will take necessary steps to comply with the same |
d) |
The Company has not complied with Structured Digital Database to be
maintained by company and compliance report to stock exchange. |
The company is maintaining inhouse Data and comply with maintaining
Electronically very soon. |
e) |
Mr.Dineshkumar Tribhovanbhai Rathod and Ms.Manjulaben Parmar Do not
have certificate from Indian Institute of Corporate affairs. |
The company will take necessary steps to comply with the same |
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2023 is available on the website of the Company at www.sctl.club.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing Company Secretary forms part of this Report. A detailed Management Discussion
& Analysis forms part of this Report.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earning on account of
the operation of the Company during the year was Rs. Nil.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not required to be given as there were no employees coming within the purview of this
section.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. The Company has not received any sexual harassment related complaints during
the year.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in
the Boards Report the ratio of the remuneration of each director to the permanent
employees remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 period;
c) the Directors have 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) Directors have prepared the accounts on a "going concern basis".
e) 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.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review: i) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the Company. ii) Payment of remuneration or
commission from any of its subsidiary companies to the Managing Director/ Whole Time
Director of the Company. iii) Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the Companies Act, 2013). iv) Details of any
application filed for corporate insolvency under Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016. v) One time settlement of loan obtained
from the banks or financial institutions.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
For and on behalf of Board of Directors, Place: Ahmedabad For SUNCARE TRADERS LIMITED
Date: 24.05.2023
HARSHADKUMAR RATHOD Chairman DIN: 09698350
+91-9892691696
