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Sunshine Capital Ltd.

BSE: 539574 Sector: Financials
NSE: N.A. ISIN Code: INE974F01017
BSE 15:14 | 25 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 13.23
PREVIOUS CLOSE 13.23
VOLUME 1300
52-Week high 13.23
52-Week low 12.00
P/E 132.30
Mkt Cap.(Rs cr) 17
Buy Price 13.25
Buy Qty 760.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.23
CLOSE 13.23
VOLUME 1300
52-Week high 13.23
52-Week low 12.00
P/E 132.30
Mkt Cap.(Rs cr) 17
Buy Price 13.25
Buy Qty 760.00
Sell Price 0.00
Sell Qty 0.00

Sunshine Capital Ltd. (SUNSHINECAPITAL) - Director Report

Company director report

To

The Members

Sunshine Capital Limited

The Directors have pleasure in submitting their 23rd Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March 2017.

1. FINANCIAL SUMMARY HIGHLIGHTS:

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

(IN RsRs Rs)

Particulars 31st March 2017 31st March 2016
Total Income 11885498 9977029
Profit/(Loss) before tax 6431035 5187524
Current Tax (1983601) (1608252)
MAT Credit - -
Deferred Tax (26047) (36376)
Profit/(Loss) after tax 4421387 3542896

2. STATE OF COMPANY AFFAIRS:

During the financial year 2016-17 the Company has recorded revenue of Rs 11885498/-.The Company has earned net profit of Rs 4421387/- during the year as compared to profitRs 3542896/- in the last year. The Directors are optimistic about future performance ofthe Company.

3. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

4. TRANSFER TO STATUTORY RESERVES:

During the year under review Company has transferred Rs 6817280.14/- to the StatutoryReserves Fund from the profits of the Company in accordance with the provision of Section45IC of the Reserve Bank of India.

5. RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.

6. NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking FinanceCompany Vide Registration No. B- 14.01266 on dated 25th September 1998.

7. SUBSIDIARY / ASSOCIATE/ JOINT- VENTURE COMPANIES:

The Company does not have any subsidiary / Associate/ Joint- Venture company.

8. DIVIDEND:

As the company kept the profits for investment in better projects it regret not torecommend any dividend. But the directors are hopeful better result in ensuing future.

9. SHARE CAPITAL:

The paid up share capital as on 31st March 2017 was Rs 130209000/- andAuthorised Share Capital of Rs 131100000/-. There was no change in share capital of thecompany during the year.

10. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI)

DIRECTIONS 2016:

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank)directions 2016 a report from the Statutory Auditors to the board of directors has beenreceived by your company. This report has certified that the company has complied with allthe directions and prudential norms as prescribed under the RBI Act 1934.

11. NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not invited/accepted any public deposits or any fixed deposits duringthe financial year 2016-17. Hence there are no defaults in repayment of amount ofprincipal and interest as on the date of balance sheet.

12. NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets Eight (8) times during the financial year from 1stApril 2016 to 31st March 2017. The dates on which meetings were held are asfollows:

26th May 2016 14th July 2016 6th August 2016 1stSeptember 2016 12th November 2016 19th November 2016 7thFebruary 2017 and 18th March 2017.

13. BOARD OF DIRECTORS:

A. Re-Appointment of Directors

Mrs. Priti Jain Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment. TheBoard of Directors recommends their re-appointment.

B. Cessation of Director

Mrs. Rajni Director of the Company expressed their inability to continue due to theirother commitments and ceased w.e.f. 1st July 2016 and Board took the noting of same inthe Board Meeting held on 14th July 2016. The Board of Directors has accepted the sameand placed on record their appreciation for the services rendered by them during thetenure period of their directorship.

C. Declaration by Independent Directors

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149(6) of the Companies Act 2013 as well as SEBI(Listing Obligation and Disclosures Requirement) Regulations 2015. The policy ofregularization is also available on company website.

D. Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

1. Mrs. Priti Jain Managing Director

2. Ms. Megha Bansal Company Secretary

There was no change in Key Managerial Personnel composition during the year underreview.

E. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 27 (2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations'2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationStakeholders ‘Relationship Committee and Risk Management Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

14. DIRECTORS'RESPONSIBILITY STATEMENT:

In accordance with the provision of Section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

- in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed;

- The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;

- The Directors have taken proper & sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

- The Directors have prepared the accounts for the year ended 31st March2017 on a going concern basis.

- The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper system to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under the provisions of section 186of the Companies Act 2013 are given in the Notes to the Financial Statements.

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of Section 177 (9) & (10) of the Companies Act 2013The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company www.sunshinecapital.in.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2016-17 is annexed herewith to the financial statements in Form No AOC -2.

19. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section which forms part of the Annual Report under Annexure I.

20. CORPORATE GOVERNANCE:

As per Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a report on Corporate Governance together with the Auditor'sCertificate regarding the compliance of conditions of Corporate Governance forms part ofthe Annual Report and attached under Annexure II.

21. AUDITORS:

A. Statutory Auditor

To Appoint M/s Deepak Rajesh & Associates Chartered Accountants (FRN -028018N) inplace of retiring Auditor Mr. Anil Kumar Chartered Accountant as the Statutory Auditorsof the company pursuant to the provisions of Section 139 to 142 of the

Companies act 2013 and other applicable provisions if any to hold office from theconclusion of this Annual General Meeting till the conclusion of next Annual GeneralMeeting on such remuneration to be decided by the Board of Directors of the Company Inthis regard written consent have submitted by Statutory Auditors for their eligibilityand qualification to be appointed as Statutory Auditors of the company in terms of Section139 of the Companies act 2013 and also satisfy the criteria provided in section 141 ofthe Companies Act 2013.

(i) Statutory Auditor's Report

The Statutory Auditors' Report is annexed herewith marked as Annexure-III and formspart of the Annual Report.

(ii) Statutory Auditor's Observations

The observations made by Statutory Auditor with reference to notes to account are selfexplanatory and need no comments.

B. Secretarial Auditor

The Company has appointed M/s Vijay Jain & Associates Company Secretaries to holdthe office of the Secretarial Auditors and to conduct the Secretarial Audit.

(i) Secretarial Auditor's Report

The Secretarial Audit Report is annexed herewith marked as Annexure- IV to this reportin Form No. MR-3.

(ii) Secretarial Auditor's Observations

There is a qualification in the report that Company did not appoint Chief FinancialOfficer during the audit period.

The Management clarified that it is in the search of suitable candidate for the postof Chief Financial Officer.

C. Internal Auditor:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company forthe F.Y. 2016-17.

(i) Internal Auditor's Report

Mr. Deepak Tyagi placed the internal audit report to the Company.

(ii) Internal Auditor's Observations

Internal audit report self explanatory and need no comments.

22. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2016-17 is being attached withthe Directors report in Form No MGT-9 marked as Annexure V.

23. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN INE974F01017 has been allotted for the Company. Therefore the investorsmay keep their shareholding in the electronic mode with their Depository Participants.67.32% and balance 32.68% is in physical form of the Company's Paid-up Share Capital is indematerialized form as on 31st March 2017.

24. PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the directors report.

25. CREDIT RATING:

The Directors of the Company are pleased to report that the Company has its membershipCertificate from all four CICs i.e Credit Information Bureau (India) Limited (CIBIL)Equifax Credit Information Services Private Limited (ECIS) Experian Credit InformationCompany of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.

26. EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the Companies engaged in real estatebusiness during the financial year 2016-17:

S. No. Name of Companies Amount (in RsRs Rs)
1. Vishal Infrabuild Ltd. 15000000/-

27. CAPITAL FUND TO RISK WEIGHTED ASSETS:

The Percentages to capital funds to risk weighted assets/exposures are as follows:

PARTICULARS (IN %)
Tier-I Capital 100.34
Tier-II Capital 0.18
Total 100.52

28. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The policy is available on the website of the company i.e. www.sunshinecapital.in

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

- No of complaints received : 0

- No of complaints disposed off : N.A.

30. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is provided elsewhere in this Annual Report inManagement Discussion and Analysis Report.

31. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE

COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN

EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of disclosure in relation to theconservation of energy technology absorption foreign exchange earnings & outgo arenot applicable to it.

S. No Particulars Current Previous
Year 2016-17 Year 2015-16
A Conservation of Energy Nil Nil
B Technology Absorption Nil Nil
C Foreign Exchange Earnings & Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR SUNSHINE CAPITAL LIMITED

PRITI JAIN ANIL PRAKASH
DATE: 11.08.2017 MANAGING DIRECTOR DIRECTOR
PLACE: NEW DELHI DIN: 00537234 DIN: 05187809