SUN SOURCE (INDIA) LIMITED
Your Directors are presenting the 26thAnnual Report together with theAudited Accounts of the Company for the financial year ended March 31 2018.
1. FINANCIAL RESULTS:
| || ||Amount in Rupees |
|Particulars ||For the financial year ended 31st March 2018 ||For the financial year ended 31st March 2017 |
|Income ||- ||4463416 |
|Less: Expenses ||1579275 ||1659948 |
|Profit/(Loss) before tax ||(1579275) ||2803468 |
|Less: Provision for tax ||- ||- |
|Income Tax of earlier years w/off ||- ||- |
|Exception Income ||- ||- |
|Exception expenditure ||- ||- |
|Profit after Tax ||(1579275) ||2803468 |
2. TRANSFER TO RESERVES:
During the financial year the Company did not transfer any amount to reserve.
In view of the accumulated losses your Directors are not in a position to recommendany dividend for the year and regret the same.
4. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the financial year.
5. PUBLIC DEPOSITS:
During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
6. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK
The Company continues to explore various opportunities to expand the business lines ofthe company. Since last so many years the Company has not generated any Revenue. But theCompany is now evaluating other business avenues that will help to diversify the businessand grow the Company.
7. BOARD MEETINGS/COMMITTEE MEETINGS:
During the financial year 5 (Five) Board Meetings 5 (Five) Audit Committee 5 (Five)Nomination and Remuneration Committee and 5 (Five) Stakeholder Relationship CommitteeMeetings were held the details of which are given in the Corporate Governance Reportforming part of the Annual Report.
8. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee Comprises of Three Directors. Composition of the Audit Committeeduring the financial year 2017-2018 is as follows:
|Sr. No. ||Name of the Committee Members ||Designation |
|1 ||Mr. Ikshit Amin ||Chairman |
|2 ||Mr. Dinesh Patel ||Member |
|3 ||Mr. Ashok Gajjar ||Member |
There were no matters during the financial year 2017-2018 wherein the Board ofDirectors did not accept recommendations given by the Audit Committee.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:
(i) in the preparation of the annual accounts the applicable accounting standards readwith the requirements set out under Schedule III to the Act have been followed and thereare no material departures from the same;
(ii) the Directors have 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 of the company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis.
(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws applicable Secretarial Standards and that such systems areadequate and operating effectively.
10. STATEMENT ON INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015).
11. EXTRACT OF ANNUAL RETURN:
The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12of the Companies (Management and Administration) Rules 2014 is appended as an AnnexureA' to this Report.
12. COMPANY'S POLICY RELATING TO DIRECTORS:
The Company's policy relating to appointment of Directors payment of managerialremuneration directors qualifications positive attributes independence of directors andother related matters as provided under section 178(3) of The Companies Act 2013 isavailable on Company's website www.sunsource.in. as well as policy annexed herewithin Annexure E'
13. COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK:
There is No Qualification or Adverse Remarks or disclaimers made by the auditors intheir report on the financial statement of the company for the financial year ended 31stMarch 2018.
There is No Qualification or Adverse Remarks or disclaimers made by the SecretarialAuditor in his report of the Company for the financial year ended 31st March2018.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 and rules made there under during the year under review and hencethe said provision is not applicable.
15. RELATED PARTY TRANSACTIONS:
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 and rules made there under during the year underreview.
16. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statement relateand the date of the report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:
Conservation of Energy:
a. Steps taken or impact on conservation of energy: Taking in to consideration ofstumpy/null business activities of the Company the Company has not spent any substantialamount on Conservation of Energy to be disclosed here.
b. Technology Absorption:
|Efforts made towards technology absorption ||Considering the stumpy/null business activities of the Company there is no requirement with regard to technology absorption. |
|Benefits derived like product improvement cost reduction product development or import substitution || |
|In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): || |
|Details of technology imported ||Nil |
|Year of import ||Not Applicable |
|Whether the technology has been fully absorbed ||Not Applicable |
|If not fully absorbed areas where absorption has not taken place and the reasons thereof ||Not Applicable |
|Expenditure incurred on Research and Development ||Nil |
c. Foreign exchange earnings and outgo: There was no foreign exchange inflow orOutflow during the year under review.
18. RISK MANAGEMENT:
Risk Management policy of the Company has been developed and implemented recommendedby the Audit Committee and approved by Board of Directors. In the opinion of the board thebelow given risks may threaten the existence of the Company:
External Risk Factors:
a. Economic Environment
b. Market conditions
Internal Risk Factors:
a. Contractual Compliance
b. Environmental Management
c. Human Resource Management
d. Change in Management
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.
19. PERFORMANCE EVALUAITON:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Appointment & Remuneration Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board' functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.
The Directors expressed their satisfaction with the evaluation process
20. SUBSIDIARY JOINT VENTURES OR ASSOCIATE COMPANY:
There are no subsidiary associate company or joint ventures of our Company during theyear under review.
21. CHANGE IN DIRECTORS/KEY MANAGERIAL PERSONNELS:
Mrs. Priti Gajjar (DIN: 02165833) Whole Time Director of the Company is liable toretire by rotation at the forthcoming Annual General Meeting and being eligible offerherself for re-appointment. Your Directors recommend her re-appointment. Other than thisthere was no change in Directorship of the Company during year 2017-18.
22. COST RECORDS:
During the financial year the Company is not required to maintain cost records asspecified by the Central Government under sub-section (1) of section 148 of the CompaniesAct 2013.
23. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTSAND REMUNERATION) RULES 2014:
During the financial year 2017-18 no remuneration /Commission was paid to any of thedirectors of the Company.
The Company is having website i.e. www.sunsource.in. and annual return as of theCompany referred to in sub-section (3) of section 92 shall be placed on such website atwww.sunsource.in.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as Annexure C '.
M/s. Joshi Jain & Co. Chartered Accountants (FRN. 128820W) were re-appointed asthe Statutory Auditors of the Company in 24th Annual general meeting to holdoffice till the conclusion of 27th Annual General Meeting as per the provisionsof Section 139 of the Companies At 2013. However Pursuant to notification issued by theMinistry of Corporate Affairs on 7th May 2018 notified the amendment in Section 139 ofthe Companies Act 2013 pursuant to Companies Amendment Act 2017 and the rules madethereunder the mandatory requirement for ratification of appointment of StatutoryAuditors by the Members at every Annual General Meeting ("AGM") has beenomitted and hence the Company is not proposing an item on ratification of appointment ofAuditors at this AGM.
Further the Auditors have confirmed their eligibility limits as prescribed in theCompanies Act 2013 and that they are not disqualified for such appointment.
Mr. Nitin Sharma Practising Company Secretary (Membership No.FCS8518 CP NO.9761) has been appointed as Secretarial Auditor for the financial year 2017-18. TheSecretarial Audit Report is annexed herewith as Annexure B'
27. SECRETARIAL STANDARDS COMPLIANCE:
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively
28. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:
No Significant and Material order was passed by any authority during the year underreview impacting the going concern status and company's operation in future.
29. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial control system with reference tothe Financial Statements.
30. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSEL) ACT 2013:
The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. In terms of section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 we report that during 2017-18 no casehas been filed under the said act.
31. CORPORATE GOVERNANCE REPORT:
As required by Chapter IV read with Schedule V Part C of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance form partof this Annual Report. (Annexure D').
32. VIGIL MECHANISM:
The Company has established and adopted Vigil Mechanism and the policy (Whistle BlowerPolicy) thereof for directors and employees of the Company in accordance with theprovisions of Companies Act 2013 as well as regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015). During the year under review nopersonnel of the Company approached the Audit Committee on any issue falling under thesaid policy. The vigil mechanism policy is available on the website of the company atlink: www.sunsource.in
a. Buy Back of Securities:
The Company has not bought back any of its shares during the year under review.
b. Sweat Equity & differential voting rights shares:
The Company has not issue any Sweat Equity Shares and any Equity Shares havingdifferential voting rights during the year under review.
The Company has not provided any Stock Option Scheme to the Employee.
The Board of Directors records its grateful thanks to all the stakeholders of theCompany for their continued support and co-operation.
One Sonal Industrial Estate (Khoda)
Sanand Viramgam Highway
Ahmedabad - 382170.
On behalf of the Board of Directors
For SUN SOURCE (INDIA) LIMITED
Chairperson & Whole Time Director
Add: 9 PARISHRAM SOC