Sun Retail Limited Ahmedabad
Your Directors have pleasure in presenting the 12th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended March 312019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previousyear's figures is given hereunder
| || ||(In Rs.) |
|PERTICULARS ||FOR THE YEAR ENDED ||FOR THE YEAR ENDED |
| ||ON 31.03.2019 ||ON 31.03.2018 |
|Net Income from Business Operations ||442413382.32 ||650921278.43 |
|Other Income ||86216.00 ||2297035.00 |
|Total Income ||442499598.32 ||653218313.43 |
|Profit / (loss) before depreciation & tax ||(3724903.00) ||4566627.00 |
|Less Depreciation ||464936.00 ||287873.00 |
|Profit before Tax ||(4189839.00) ||4278754.00 |
|Less Tax Expenses: ||(19576.00) ||1110633.00 |
|Net Profit after Tax ||(4170263.00) ||3168121.00 |
|Basic and diluted EPS ||(0.57) ||1.48 |
2. STATE OF AFFAIRS:
The Company is engaged in the business of branding and trading of various edible oils.There has been no change in the business of the Company during the financial year ended 31stMarch 2019. Further in addition to the existing business company is also applying forskill training projects of government in consortium with Ashray Social Welfare Foundationwho is going to execute the projects on behalf of the company.
The highlights of the Company's performance are as under:-
i. Revenue from operations decreased from Rs. 650921278/- to Rs. 442413382/- dueto very high fluctuations in the prices of the commodities applicable to the company.
ii. Net Profit for the year decreased from Rs. 3168121/- to Net Loss of Rs.4170263/- due to few IPO Exepnses & Volatility in the commodity market.
iii. Earnings per share have decreased from Rs. 1.48 to (Rs. 0.57).
3. SHARE CAPITAL:
As on 31.03.2019 the paid up Equity Share capital of the Company is Rs. 96980000/-.
During the year under review the company had raised funds through Initial Public Offer(IPO) and has issued 4398000 equity shares of face value of Rs. 10/- each at a price ofRs.
23/- per equity share. The equity shares of the company got listed on BSE SME exchangeon October 16 2018.
During the year under review the company has neither issued any shares withdifferential voting rights nor granted any stock Option nor any sweat Equity Shares.
In absence of adequate profits Dividend is not recommended for the financial yearended on 31.03.2019.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND: Theprovisions of Section 125(2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.
6. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES : The Company does nothave any Subsidiary Joint Venture or Associate Company.
However following company is the holding company of our company:
|Sr. No. ||Name of the company ||Nature of Relation |
|1 ||TJR AGROCOM PRIVATE LIMITED ||Holding Company |
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting thefinancial position of the Company occurred between the ends of the financial year to whichthese financial statements relate on the date of this report. However Mr. Dharamjit MoriWhole time Director of the company is also appointed as Chief Financial Officer (CFO) ofthe company w.e.f. 16th April 2019. & Mr. Nalin Ranbahadur Johari isappointed as Manager of the company w.e.f. 23rd July 2019.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed as Annexure"A".
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY: The Company has developed and implemented a risk management policy whichidentifies major risks which may threaten the existence of the Company. The same has alsobeen adopted by your Board and is also subject to its review from time to time. Riskmitigation process and measures have been also formulated and clearly spelled out in thesaid policy.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the companies act 2013 are not applicable to thecompany considering the networth turnover and net profit of the company.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT 2013:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
12. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
13. STATUTORY AUDITORS:
The Auditor M/s. G M C A & Co. Chartered Accountants (FRN: 109850W) is appointedas Statutory Auditor of the Company to hold office from the 10th AGM to the 15thAGM of the company for a term of five years in terms of the first proviso to Section 139of the Companies Act 2013. Further the observations of the Statutory Auditors when readtogether with the relevant notes to the accounts and accounting policies are selfexplanatory and do not calls for any further comment.
14. STATUTORY AUDITOR's REPORT & OBSERVATIONS:
The report of the Statutory Auditors of the Company is annexed herewith.
The auditors have not reported any frauds under sub section 12 of section 143 otherthan those which are reportable to the Central Government. There are no qualificationsreservations or adverse remarks made by the Statutory Auditor except:
1) Income Tax of Rs. 1269540/- of AY 2018-19 & interest thereon is still pendingto pay:
- Due to tight liquidity on account of high volatility in the business segment.
15. AUDIT COMMITTEE AND VIGIL MECHANISM:
|The Audit Committee comprises of: || |
|Mrs. Jalpaben Dilipbhai Dholakiya ||: Independent Director |
|Mr. Tusharbhai Dineshbhai Donda ||: Independent Director |
|Mr. Vikram Ishvarbhai Desai ||: Non-Executive Director |
During the year four Audit Committee Meetings were held. In pursuance of the provisionsof section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism for directorsand employees to report genuine concerns has been established. The Vigil Mechanism Policyhas been uploaded on the website of the Company at www.dhartisingtel.com
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee onregular basis.
16. ANNUAL RETURN:
The extract of Annual Return in Form No.MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure "B" and forms part of this Report and has been placed atwebsite of the Company at www.dhartisingtel.com
17. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S. Rohit Periwal & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company.
18. SECRETARIAL AUDIT REPORT & OBSERVATIONS:
The Secretarial Audit Report of Secretarial Auditor is annexed herewith.
There are no qualifications reservations or adverse remarks made by the StatutoryAuditor except:
1) The Company is yet to appoint internal auditors as specified under the provisions ofSection 138 of the Companies Act 2013:
- Company is in the process of appointing an internal auditor and likely to becompleted soon.
2) A temporary non-compliance in composition of Board of Directors regardingappointment of Chief Financial Officer for interim period of 5 months under the provisionof Section 203 of the Companies Act 2013:
- Company has already complied with the provisions of the act by appointing Mr.Dharamjit Mori as Chief Financial Officer of the company w.e.f. 16th April2019.
3) The Company yet to pay Income Tax dues for the Assessment year 2018-19 as per IncomeTax Act 1961.
- Due to tight liquidity on account of high volatility in the business segment.
4) The company yet to pay stamp duty on allotment of shares in Initial Public Offer(IPO).
- The company is yet to pay the stamp duty and the board of directors took note of thesame and will pay the same as early as possible.
5) The Company has failed to comply with the provisions of Section 134 of the CompaniesAct 2013.
- The Company assure to comply the said provisions in future.
19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
07 (Seven) Board Meetings were held during the financial year ended 31stMarch2019 on the following dates: The maximum gap between any two Board Meetings was less thanone Hundred and Twenty days.
|Sr. No. ||Date of meeting ||Total Directors ||Directors Present |
|1. ||21/04/2018 ||5 ||5 |
|2. ||01/06/2018 ||5 ||5 |
|3. ||20/09/2018 ||5 ||5 |
|4. ||24/09/2018 ||5 ||5 |
|5. ||11/10/2018 ||5 ||5 |
|6. ||01/11/2018 ||5 ||5 |
|7. ||22/02/2019 ||5 ||5 |
20. DIRECTOR RESPOSNSIBILITY STATEMENT:
Your Director wish to inform that the Audited Accounts containing financial statementsfor the financial year 2018-19 are in full conformity with the requirements of theCompanies Act 2013. They believe that the financial statement reflect fairly the formand substance of transactions carried out during the year and reasonably present theCompany's financial condition and results of operations.
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility statement:
a.in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b.the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d.the directors had prepared the annual accounts on a going concern basis; and
e.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.
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The company has not invited accepted or renewed any deposit within the meaning ofChapter V other than exempted deposit as prescribed under the provisions of the CompanyAct 2013 and the rules framed thereunder as amended from time to time. Hence there areno particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of theCompanies (Accounts) Rules 2014.
22. DIRECTORS / KEY MANAGERIAL PERSONNEL:
a. RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Vikram I. Desai Director shallretire by rotation in the ensuing Annual General Meeting and being eligible forre-appointment has offered his candidature for director.
b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Following changes were occurred during the year in the composition of board ofdirectors and Key Managerial Personnel:
|S ||Name of Director & KMP ||Designation effective on date ||Effective date of change ||Nature of change |
|r. || || || || |
|1 ||Tusharbhai Donda Dineshbhai ||Director ||08/07/2018 ||Change in Designation |
|2 ||Jalpaben Dilipbhai Dholakiya ||Additional Director ||08/07/2018 ||Change in Designation |
|3 ||Janak Prakashbhai Patel ||Company Secretary ||08/07/2018 ||Change in Designation |
|4 ||Himanshu Surendrakumar Gupta ||CFO ||31/10/2018 ||Cessation |
c. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedan annual performance evaluation of its own performance and the directors individually.
d. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining qualifications positive attributes and independenceof a Director and also a policy for remuneration of directors key managerial personneland senior management. The policy is available at the website of company atwww.dhartisingtel.com
e. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
23. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year ended31st March 2019 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 wereattracted. Further there are few materially significant related party transactions duringthe year under review made by the Company with Promoters Directors or other designatedpersons which may have a potential conflict with the interest of the Company at large.Thus those are disclosed in Form AOC-2. However the disclosure of transactions withrelated party for the year as per Accounting Standard -18 Related Party Disclosures isgiven in Note no 24 to the Balance Sheet as on 31st March 2019.
24. CORPORATE GOVERNANCE:
Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company hence the same has not been annexed to the Board's Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure "C" tothis Report.
26. PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:
a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year. - Not Applicable as company don't haveany director with fixed monthly pay.
b) The percentage increase in the remuneration of each director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary if any in the financial year. -During the FY 2018-19 there was nil (0%) increase in the remuneration of WTD CFO CS andother Non-Executive Directors.
c) The percentage increase in the median remuneration of employees in the financialyear. - Median Remuneration is Rs. 159000/- and average increase is 0% for the F.Y.2018-19.
d) The number of permanent employees on the rolls of the Company as on 31.03.2019. - 03(Three)
e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
- Average 5.88% increase in salaries of Employees and 0% increase in ManagerialRemuneration during F.Y. 2018-19. As there is no increment in remuneration of managerialperson during the year explanation is not required to be given.
f) Affirmation that the remuneration is as per the remuneration policy of the company.
- The Company's remuneration policy is driven by the success of the Company during theyear under review. The Company affirms that the remuneration is as per remuneration policyof the Company.
27. COST AUDITORS:
The section 148 read with Companies (Audit & Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 are not applicable to theCompany Hence the Board of Directors of your company had not appointed Cost Auditor forobtaining Cost Compliance Report of the company for the financial year 2018-19.
28. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS :
The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.
29. PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading"and "Code of Conduct for Directors and Senior Management Personnel" forregulating the dissemination of Unpublished Price Sensitive Information and trading insecurity by insiders.
30. INDUSTRIAL RELATIONS (HUMAN RESOURCES):
During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review. The company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of women at the workplace(Prevention Prohibition & Redressal) Act 2013.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|Date: September 03 2019 || || |
|Place: Ahmedabad || |
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
| ||Sd/- ||Sd/- |
| ||DHARAMJIT MORI ||VIKRAM DESAI |
| ||WHOLE TIME DIRECTOR & CFO ||DIRECTOR |
| ||DIN: 08038027 ||DIN: 08031739 |