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Sun Retail Ltd.

BSE: 542025 Sector: Others
NSE: N.A. ISIN Code: INE206Z01020
BSE 00:00 | 12 Aug 0.70 -0.01
(-1.41%)
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NSE 05:30 | 01 Jan Sun Retail Ltd
OPEN 0.70
PREVIOUS CLOSE 0.71
VOLUME 1008000
52-Week high 2.25
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.70
CLOSE 0.71
VOLUME 1008000
52-Week high 2.25
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sun Retail Ltd. (SUNRETAIL) - Director Report

Company director report

To

The Members

Sun Retail Limited Ahmedabad

Your Directors have pleasure in presenting the 14thAnnual Report of the Companytogether with the Audited Statements of Accounts for the year ended March 31 2021.

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 ON 31.03.2021 FOR THE YEAR ENDED ON 31.03.2020
Net Income from Business Operations 16238019.94 22480240.64
Other Income 0 998.90
Total Income 16238019.94 22481239.54
Profit / (loss) before depreciation & tax (1393722.00) (603282.00)
Less Depreciation 145056.00 343582.00
Profit before Tax (1538778.00) (946864.00)
Less Tax Expenses: (32663.00) (11761.00)
Net Profit after Tax (1571441.00) (935103.00)
Basic and diluted EPS (0.16) (0.10)

2. STATE OF AFFAIRS:

The Company is engaged in the business of branding and trading of various edible oilsAgro commodities and Non-Agro Commodities. There has been no change in the business of theCompany during the financial year ended 31st March 2021 also company has applied andavailed skill development projects of government during the year in consortium with AshraySocial Welfare Foundation who is executing the projects on behalf of the company.

The highlights of the Company's performance are as under:- i. Revenue from operationsdecreased from Rs. 22480240.64/- to Rs. 16238019.94/- due to very high fluctuationsin the prices of the commodities in the market. ii. Net loss for the year increased fromRs. 935103/- to Rs. 1571441/- considering some covid-19 restrictions & Volatilityin the commodity market in the previous year. iii. Earnings per share have decreased from(0.10) to (0.16).

3. SHARE CAPITAL:

During the year under review the company has not raised funds through any Public Offer(IPO) and has neither issued any shares with differential voting rights nor granted anystock Option nor any sweat Equity Shares. The equity shares of the company are listed onBSE SME exchange since October 16 2018.

As on 31.03.2021 the paid up Equity Share capital of the Company is Rs. 96980000/-.

4. DIVIDEND:

In absence of adequate profits Dividend is not recommended for the financial yearended on 31.03.2021.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:The provisions 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 Companydoes not have any Subsidiary Joint Venture or Associate Company.

However following company is the holding company of your 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 OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT: No material changes and commitmentsaffecting the financial position of the Company occurred between the ends of the financialyear to which these financial statements relate on the date of this report exceptSub-division of Shares and Bonus Issue of shares.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO: The information pertaining to conservation of energy technology absorptionForeign exchange Earnings and outgo as required under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are annexed asAnnexure "A".

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY: The Company has developed and implemented a risk management policywhich identifies major risks which may threaten the existence of the Company. The same hasalso been 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. The Risk Management Policy has been uploaded on the website of the Company atwww.sunretail.in

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act 2013 are not applicable to thecompany considering the net worth 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 loans provided by the company to few persons during the year under reviewhowever there were no guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.

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 M/s M P A &Associates Chartered Accountants Ahmedabad checks and verifies the internal control andmonitors them in accordance with policy adopted by the company. The Company continues toensure proper and adequate systems and procedures commensurate with its size and nature ofits 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 15th AGM ofthe company for a term of five years in terms of the first proviso to Section 139 of theCompanies Act 2013. Further the observations of the Statutory Auditors when readtogether with the relevant notes to the accounts and accounting policies areself-explanatory 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. 279452/- 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 as on 31.03.2021 comprises of:

Mrs. Bhumika Padiya : Independent Director : Chairperson
Mr. Ankur Dahyabhai Acharya : Independent Director : Member
Mr. Raj Nileshkumar Prajapati : Non-Executive Director : Member

During the year (3) Three Audit Committee Meetings were held. In pursuance of theprovisions of section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism fordirectors and employees to report genuine concerns has been established. The VigilMechanism Policy has been uploaded on the website of the Company at www.sunretail.in

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 has beenplaced at website of the Company at www.sunretail.in and is also annexed with this reportas

Annexure "B".

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. Himanshu S K Gupta & Associates Practicing Company SecretariesAhmedabad to undertake the Secretarial Audit of the Company.

18. SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure"D".

There are no qualifications reservations or adverse remarks made by the StatutoryAuditor except:

1) A non-compliance regarding appointment of Company Secretary in whole time employmentunder the provision of Section 203 of the Companies Act 2013 has been occurred till 15thDecember 2020:

- Due to tight liquidity crunch in the business Company was not able to appoint CompanySecretary in whole time employment in time however after that company is in completecompliance of the said provision from 15th December 2021.

2) 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.

3) 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.

4) The Company has failed to comply with the provisions of Section 134 of the CompaniesAct 2013.

- The Company assures to comply the said provision in future.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: 07 (Seven)Board Meetings were held during the financial year ended 31st March 2021 on the followingdates: The maximum gap between any two Board Meetings was less than one Hundred and Twentydays: Not Applicable for 2020-2021 due to Covid-19 lockdown restrictions.

Sr. No. Date of meeting Total Directors Directors Present
1. 27/07/2020 4 4
2. 04/09/2020 4 4
3. 10/11/2020 4 4
4. 02/12/2020 4 4
5. 15/12/2020 4 4
6. 22/12/2020 4 4
7. 09/01/2021 7 7

20. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your Director wish to inform that the Audited Accounts containing financial statementsfor the financial year 2020-21 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 consistentlyand made judgments and estimates that are 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 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

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.

21. DEPOSITS:

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. Dharamjit Bhupatsinh MoriWhole-Time Director shall retire by rotation in the ensuing Annual General Meeting andbeing eligible for reappointment 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:

Sr Name of Director& KMP . Designation on effective date Effective date of change Nature of change
1 Mahesh Kishanbhai Moteevaras CS & Compliance Officer 15/12/2020 Appointment
2 Pranaybhai Nileshbhai Prajapati (DIN: 09003715) Whole Time Director 22/12/2020 Appointment
3 Raj Nileshkumar Prajapati (DIN: 08785916) Additional Director 22/12/2020 Appointment
4 Ankur Dahyabhai Acharya (DIN: 09003699) Additional Director 22/12/2020 Appointment
5 Bhumika Padiya (DIN: 08561337) Additional Director 22/12/2020 Appointment
6 Vikram Ishvarbhai Desai (DIN: 08031739) Director 22/12/2020 Cessation
7 Parth Acharya (DIN: 09019161) Additional Director 09/01/2021 Appointment
8 Janak Prakashbhai Patel (DIN: 07969539) Director 04/01/2021 Cessation

c. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 had adopted a formal mechanism for evaluatingits own performance and as well as that of its committee and individual Directorsincluding the chairperson of the Board. The Exercise was carried out through a structuredevaluation process covering the various aspects of the Board's functioning such ascomposition of board & committees experience & competencies performance ofspecific duties & obligations governance issues etc.

The evaluation of the independent Directors was carried out by Board except theindependent Director being evaluated and the chairperson and the non-independent Directorswere carried out by the independent Directors.

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.sunretail.in

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 2021 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 were not attracted.Further there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large. Howeverthe disclosure of transactions with related party for the year as per Accounting Standard-18 Related Party Disclosures is given in Note no 24 to the Balance Sheet as on 31stMarch 2021.

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 pursuant to Regulation 15 under Chapter IV of SEBI (LODR) Regulations 2015hence 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 2020-21 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. 77500/- and average increase is 0% for the F.Y.2020-21.

d) The number of permanent employees on the rolls of the Company as on 31.03.2021. - 05(Five)

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. - Average0% increase in salaries of Employees and 0% increase in Managerial Remuneration duringF.Y. 2020-21. As there is no increment in remuneration of managerial person during theyear 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 2020-21.

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 thatduring the year under review there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

32. ACKNOWLEDGEMENTS

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 04 2021
Place: Ahmedabad FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
DHARAMJIT MORI BHUMIKA PADIYA
WHOLE TIME DIRECTOR & CFO ADDITIONAL DIRECTOR
DIN: 08038027 DIN: 08561337

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