Directors Report of Suncare Traders Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 27^th 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, 2024.

Pinanrial Miohliahtc (Re in I alfhc)

Particulars	Standalone
	2023-24	2022-23
Gross Income	3.90	602.79
Profit Before Interest and Depreciation	183.79	(1945.66)
Finance Cost	33.38	56.86
Depreciation	0.15	0.20
Net Profit/(Loss) Before Tax	217.32	(2002.72)
Tax expenses	177.89	(158.52)
Net Profit/(Loss) After Tax	39.43	(1844.21)

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:

Change in Authorized Capital:

The Authorised Share Capital of the Company is ^51,00,00,000 (Rupees Fifty One Crore Only) divided into
25,50,00,000 (Twenty Five Crore Fifty Lacs) equity shares of Re. 2/- (Rupees Two each).There is no change in
authorised capital of the company.

Change in paid up capital:

The issued, subscribed and paid up capital of the Company is Rs. 33,66,60,000 (Rupees Thirty Three Crore Sixty Six
Lakh only) divided into 16,83,30,000 (Sixteen Crore Eighty Three Lac Thirty Thousand) Equity Shares of Re. 2/-
(Rupees Two only) each to ^51,00,00,000 (Rupees Fifty One Crore Only) divided into 25,50,00,000 (Twenty Five
Crore Fifty Lacs) equity shares of Re. 2/- (Rupees Two each vide Postal Ballot resolution approved dated 29^th April
2023) by allotment of 8,66,70.000 Fully Convertible Warrants Into Equity Shares On Preferential Basis To an
Entities Belonging To Non - Promoter Category .

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 2023-24 is enclosed as an Annexure to this Board''s 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 arm''s 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
COMPANY''S 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 company''s 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.

Ms. MANJULABEN PARMAR was resigned on 9^th January 2024 and CHHAYA PARMAR was appointed as an additional
director of the company with effect from 9th January 2024 hereby appointed an Independent Director of the
Company to hold office for five consecutive years.

During the year Ms. PRIYANKA KAKHANI was resigned 18^th August 2023 and Ms. MANJU SHARMA was appointed
as on 18^th August 2023 as Company Secretary of the company.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. HARSHADKUMAR CHHANABHAI RATHOD,
Chief Financial Officer and Ms. MANJU SHARMA, 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 2023-24 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. Daksha Negi & 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 size of operation of the Company is very small, it
	the Company is required to appoint Internal	is not viable to appoint Internal Auditor but the
	Auditor. The Company has not appointed Internal Auditor.	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.

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.shop.

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 Board''s Report the ratio of the remuneration of
each director to the permanent employee''s 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: 28.05.2024

HARSHADKUMAR RATHOD
Chairman
DIN:09698350

---

Mar 31, 2018

To,

The Members of SUNCARE TRADERS LIMITED.

The Directors have pleasure in presenting the 21^st 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, 2018.

Financial Highlights (Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Gross Income	515.26	728.51	515.26	728.52
Profit Before Interest and Depreciation	45.54	36.47	48.08	39.09
Finance Cost	15.39	14.37	15.39	14.20
Depreciation	1.91	1.87	1.91	1.87
Net Profit/(Loss) Before Tax	28.25	20.24	30.79	23.02
Tax expenses	6.76	6.63	6.76	6.64
Net Profit/(Loss) After Tax	21.49	13.61	24.03	16.39
Balance of Profit/(Loss) brought forward	132.53	118.93	(23.73)	(40.12)
Surplus carried to Balance Sheet	154.02	132.53	0.30	(23.72)

Company’s Financial Performance

On Standalone Accounts the Gross revenue decrease from Rs. 7.29 crores to 5.15 crores, decreased by 29.36% as compared to previous year. The decrease in revenue is due to closure of Bhivandi Branch & discontinuance of sale of OLIVE Brand in Laminates. The Profit earned after tax is Rs. 21.49 Lakhs as compared to previous financial year profit after tax of Rs. 13.61 Lakhs, increased by 57.90% though the revenue is decreased by 29.36% as compared to previous year on account of increase in other income and reduction in other expenses.

On Consolidated Accounts the net Profit for the current year was Rs. 24.03 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.

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, 2018. 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, 2018, Madhav Power Private Limited is our Associate Company. The details of associate company is forming part of Annexure II (A).

Share Capital

The Authorised Share Capital of the Company is Rs. 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 Equity Shares of Rs. 10/- each.

The 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/- each.

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.

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

Constitution of Board:

The Board of the Company comprises Four Directors out of which One is Non-Executive and Non-Independent Director, two are Non-Executive Independent Directors and One is Managing Director 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 Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per SEBI (LODR) Regulations, 2015.

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, 2018 have been made by the Directors. None of the Directors are related to each other.

Meetings of the Board of Directors

During the Financial Year 2017-18, the Company held 6 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.	01/04/2017	5	5
2.	30/05/2017	5	5
3.	01/09/2017	5	5
4.	14/11/2017	3	3

5.	07/12/2017	4	4
6.	05/03/2018	4	4

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on March 05, 2018 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 05, 2018.

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.

Audit Committee:

The Board has constituted Audit Committee as required under Companies 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

Stakeholder’s Relationship Committee:

The Board has constituted Stakeholder’s Relationship Committee as required under Companies 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 under Companies 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

Information on Directorate:

During the financial year 2017-18, there was no change in the constitution of the Board other than stated below:

1. Mr. Mayur Shah (DIN: 02114144), Managing Director of the Company ceased to be a Director of the Company due to Disqualification u/s 164(2) read with rule 14(5) of Companies (Appointment and Qualification of Directors) Rules, 2014.

2. Dr. Sunil Gupta (DIN: 00012572), Director of the Company ceased to be a Director of the Company due to Disqualification u/s 164(2) read with rule 14(5) of Companies (Appointment and Qualification of Directors) Rules, 2014.

3. Board of Directors of the Company has appointed Mr. Niyant Parikh (DIN: 02114087) as a Managing Director of the Company on November 14, 2017, subject to approval of Shareholder in the General Meeting.

Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Ms. Falguni Shah, retires by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for reappointment. The Board of Directors recommends her 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.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, Ms. Pooja Shah has resigned from the post of Chief Financial Officer of the Company with effect from June 01, 2017.

Further, the Company has appointed Ms. Mannat Karamchandani, as a Chief Financial Officer (CFO) of the Company with effect from June 01, 2017.

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, 2018. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, 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, 2018, 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 20^th 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, 2018 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 2017-18.

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 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. 3,17,61,389/- and loan to Associate Rs. 3,78,92,171/- out of the total Loan.

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

There is neither 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, 2018.

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 nonbusiness 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 January 04, 2016. 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

Niyant Parikh Falguni Shah

Place: Ahmedabad Managing Director Director

Date: September 01, 2017 (DIN: 02114087) (DIN: 05263972)