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Sunshine Capital Ltd.

BSE: 539574 Sector: Financials
NSE: N.A. ISIN Code: INE974F01017
BSE LIVE 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 73.50
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 73.50
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 Annual Report on the business andoperations of the Company alongwith the Audited Financial Statement for the financial yearended 31st March 2016.

FINANCIAL HIGHLIGHTS

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

(IN Rs)
Particulars 31st March 2016 31st March 2015
Total Revenue 9977029 11925159
Profit before Tax 5187524 4875902
Current Tax (1608252) (1526660)
MAT Credit Entitlement -- --
Earlier Year tax -- (90)
Deferred Tax (36376) 27266
Net Profit after Tax 3542896 3376418
Earning per Equity Shares -- --
Basic 0.27 0.26
Diluted 0.27 0.26

OPERATIONAL PERFORMANCE:: :

During the financial year 2015-16 the Company has recorded revenue of Rs 9977029/-.The Company has earned net profit of Rs 3542896/- during the year as compared to profitRs RsRs 3376418/- in the last year. The Directors are optimistic about futureperformance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

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 ensuring future.

DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

INTERNAL 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 hasin-house internal audit functions

SHARE CAPITAL:: :

The paid up share capital as on 31st March 2016 was Rs 130209000/- andAuthorised Share Capital of Rs 131100000/-. The company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or directors of the company under any scheme.

There has been no change in the equity share capital of the Company during the year.

No disclosure is required under Section 67(3) of the Act in respect of voting rightsnot exercised directly by the employees of the company as the provisions of the saidsection are not applicable.

TRANSFER TO STATUTORY RESERVES:: :

During the year under review Company has transferred Rs 730548/- to the StatutoryReserves Fund from the profits of the Company in accordance with the provision of Section45IC of the Reserve Bank of India.

NO. OF BOARD MEETINGS HELD:: :

The Board of Directors duly meets Ten (10) times during the financial year from 1stApril 2015 to 31st March 2016. The dates on which meetings were held are asfollows:

1tst April 2015 21st May 2015 29th May 2015 10thtAugust 2015 31 st August 2015 3rd November 2015 28thDecember 2015 30th January 2016 18th February 2016 14thth thMarch 2016.

BOARD OF DIRECTORS:

A.DIRECTOR RETIRE BY ROTATION: . :: :

Mr. Surender Kumar Jain (DIN: 00530035) Director of the Company is liable to retireby rotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment. The Board of Directors recommends their re-appointment.

B.DECLARATION BY INDEPENDENT DIRECTORS: .

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

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 the Companies Act 2013 as well as SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION:: :

Pursuant to the provisions of the Companies Act 2013 and Regulation 27 (2) of the SEBI(Listing Obligations and Disclosure Requirement) 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 in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:: :

The Following employees were designated as whole time key managerial personnel duringthe year under review:

(i) Mrs. Priti Jain Managing Director

(ii) Ms. Megha Bansal Company Secretary

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 ofthe Annual Accounts the applicable Accounting Standards have been followed;

• The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

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

• The Directors have prepared the accounts for the year ended 31stMarch 2016 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

AUAU AUDITORSDITORS:

A.STATUTORY AUDITOR:

Mr. Anil Kumar Chartered Accountant had re- appointed as the Statutory Auditor of thecompany pursuant to the provisions of Section 139 142 of the Companies act 2013 andother applicable provisions if any to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of next Annual General Meeting on such remunerationto be decided by the Board of Directors of the Company

In this regard written consent have submitted by Statutory Auditor for theireligibility and qualification to be re- appointed as Statutory Auditors of the company interms of Section 139 of the Companies act 2013 and also satisfy the criteria provided insection 141 of the Companies Act 2013.

AUDITORS'REPORT:

The Auditors’ Report is annexed herewith marked as Annexure III and forms part ofthe Annual Report.

AUDITORS'OBSERVATIONS:OBSERVATIONS:

The observation made by auditor with reference to notes to account are self explanatoryand need no comments.

B. . SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Ms. Shazan Ali partner of M/s SAS & Associates havingC.P. No. 9354 to hold the office of the Secretarial Auditors and to conduct theSecretarial Audit and the Secretarial Audit Report is annexed herewith marked as AnnexureI to this report in Form No MR-3.

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 ofsuitable candidate for the post of Chief Financial Officer.

C. . APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company forthe financial year 2015-16. Mr. Deepak Tyagi placed the internal audit report to theCompany which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:: :

The Extract of the Annual Return for the financial year 2015-16 is being attached withthe Directors report in Form No MGT-9 marked as Annexure II.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: :: :

The particulars of contracts or arrangements with related parties for the financialyear 2015-16 is annexed herewith to this report in Form No AOC -2.

LISTING OF SHARES:: :

The Company has got listed 13020900 equity shares of Rs 10/- each on Bombay StockExchange Limited (BSE) with effect from 20th January 2016.

Also Equity Shares of the Company are listed at the Jaipur Stock Exchange and DelhiStock Exchange Limited but as per SEBI circular no. WTM/RKA /MRD/20/2015 dated 23rdMarch 2015; and SEBI circular no. WTM/PS/45/MRD/DSA/NOV/2014 dated 19thNovember 2014; JSE and DSE have been derecognized as Stock Exchange respectively.

ENHANCING SHAREHOLDER VALUE:

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.

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.The Whistle Blower Policy is available on the website of the Companywww.sunshinecapital.in

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.63.01% of the Company’s Paid-up Share Capital is in dematerialized form as on 31stMarch 2016 and balance 36.99% is in physical form.

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 Auditors Certificateregarding the compliance of conditions of Corporate Governance forms part of the AnnualReport.

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.

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.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

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 2015-16.

• No of complaints received : 0

• No of complaints disposed off : N.A.

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.

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.

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.

Particulars Current Year 2015- --16 Previous Year 2014-15
A Conservation of Energy Nil Nil
B Technology Absorption Nil Nil
C Foreign Exchange Earnings & Outgo Nil Nil

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.

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.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company gets itsmembership Certificate from all four CICs i.e Credit Information Bureau (India) Limited(CIBIL) Equifax Credit Information Services Private Limited (ECIS) Experian CreditInformation Company of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.A sound rating/upgrade in a challenged business environment speaks volumes about theCompany's performance and its systems & processes.

EXPOSURE TO REAL ESTATE:: :

The following are details of loan provided to the Companies engaged in real estatebusiness during the financial year 2015-16:

S. No. Name of Companies Amount (in RsRs Rs)) )
1. Sunworld Developers Pvt. Ltd. 1385082/-
2. Sunworld Residnecy Pvt. Ltd. 144836/-
3. Sunworld City Pvt. Ltd. 76229/-
4. Vishal Infrabuild Ltd. 14787629/-

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

CAPITAL FUND TO RISK WEIGHTED ASSETS:: :

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

Particulars (in %)
Tier-I Capital 100.56
Tier-II Capital 0.21
Total 100.77

NONNON NON- --BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS DIRECTIONS1998:

Pursuant to the Non-Banking Financial Companies Auditor’s Report (Reserves Bank)directions 1998 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.

CAUTIONARY STATEMENT

Statements in the Board’s Report describing the Company’s objectivesexpectations or forecasts may be forward-looking within the meaning of applicableSecurities Laws and Regulations. Actual results may differ materially from those expressedin the statement. Important factors that could influence the company’s operationsinclude changes in Government Regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.

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
Place: New Delhi Priti PriPriti Jain titi Surender Kumar Jain
Date: 26.05.2016 Managing Director Director
DIN: 00537234 DIN: 00530035

Form No. AOC- --22 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name(s) of the related party and nature of relationship: NIL (b) Nature ofcontracts/arrangements/transactions: NIL

(c) Duration of the contracts / arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value:NIL

(e) Justification for entering into such contracts or arrangements or transactions: NIL

(f) Date of approval by the Board: NIL (g) Amount paid as advances: NIL

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: NIL

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis

(a) Name(s) of the related party and nature of relationship: NIL (b) Nature ofcontracts/arrangements/transactions: NIL (c) Duration of the contracts /arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value:NIL

(e) Date(s) of approval by the Board: NIL (f) Amount paid as advances if any: NIL

Annexure I

Form No. MR- 3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

To

The Members

SUNSHINE CAPITAL LIMITED

209 Bhanot Plaza II 3 D B Gupta Road New Delhi 110055

Date of Incorporation: 11/07/1994 Authorized Share Capital: 131100000.00 Paid up ShareCapital: 130209000.00

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions SUNSHINE CAPITAL LIMITED hereinafter referred to as (“thecompany”).Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.

Based on our verification of the SUNSHINE CAPITAL LIMITED books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st Day of March 2016(‘Audit Period’) complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by SUNSHINE CAPITAL LIMITED (‘The Company') for the financial yearended on 31st Day of March 2016 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (Not applicable to the company during the audit period)

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’): -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

As per the information furnished before usWe have also examined compliance with theapplicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with Stock Exchange(s) Duringthe period under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards etc. mentioned above subject to the followingobservations:

1. Company has not complied with the provisions of Section 203 (iii) of Companies Act2013 for appointment of Chief Financial Officer during the audit period. We further reportthat: The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting however Company does not haveproof of payment of sitting fee to the directors.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

SAS and Associates
Shazan Ali
Partner
Place: Delhi ACS No. 25996
Date: 26.05.2016 C P No.: 9354

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

Annexure--- A

To

The Members

SUNSHINE CAPITAL LIMITED

209 Bhanot Plaza II 3 D B Gupta Road New Delhi 110055

Our report of even date is to be read along with this letter.

i. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

ii. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

iii. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

iv. Where ever required we have obtained the management representations about thecompliance of laws rules and regulations and happening of events etc.

v. The Compliance of provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.

vi. The Secretarial Audit report is neither an assurance as to the future viability norof the efficacy of the effectiveness with which the management has conducted the affairsof the Company.

SAS and Associates
Shazan Ali
Partner
Place: Delhi ACS No. 25996
Date: 26.05.2016 C P No.: 9354