SUNGOLD CAPITAL LIMITED
Your Directors have pleasure in presenting 28th Annual Report together withthe Audited Annual Accounts for the Financial Year ended March 31 2020.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE):
The Board's Report shall be prepared based on the standalone financial statements ofthe company.
| || ||(Rs. In lakhs) |
|Particulars ||For the year ended March 31 2020 ||For the year ended March 31 2019 |
|Revenue from operation ||183.74 ||185.15 |
|Other Income ||0.30 ||0.04 |
|Total Expense (Excluding Depreciation) ||180.09 ||179.86 |
|Gross Profit before depreciation and tax ||3.95 ||5.33 |
|Depreciation ||0.03 ||0.58 |
|Net Profit before tax ||3.92 ||4.75 |
|Tax Expense ||1.02 ||1.18 |
|Net Profit After Tax ||2.90 ||3.57 |
|Balance of Profit brought forward ||92.32 ||89.46 |
|Balance available for appropriation ||2.99 ||3.57 |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||0.58 ||0.71 |
|Surplus carried to Balance Sheet ||94.64 ||92.32 |
|Earning Per Shares (EPS) Basic ||0.016 ||0.02 |
|Diluted ||0.016 ||0.02 |
2. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of provisions of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Management'sDiscussion and Analysis is provided as a separate section forming part of the AnnualReport.
In order to conserve the resources and for further growth the Company does not proposeto pay any dividend.
The Company has not accepted any fixed deposits during the year to which the provisionsof Section 73 of the Companies Act 2013 are applicable.
5. AMOUNT TRANSFER TO RESERVE:
During the FY 2019 -2020 the Company has transferred an amount of Rs. 57999/- (P.Y.of Rs. 71470/-) equivalent to 20% of profit after tax of the Company to special reserveaccount in compliance with Section 45 IC of the RBI Act.
6. SHARE CAPITAL:
The Share capital of the Company as on March 31 2020 was Rs. 184034850/-. Duringthe year under review the Company neither issued any shares with differential votingrights nor granted stock options and sweat equity. As on March 31 2020 none of theDirectors of the Company holds instrument convertible into equity shares of the Company.
7. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inavailable on the website of the company MGT-9 Web address:https://sungoldcapitallimited.com
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
As company is an NBFC and engaged in business of loan and advance Section 186 is notapplicable to the Company by virtue of exemption given in subsection (11) of section 186.
9. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions which could have had apotential conflict with the interests of the Company. Transactions with related partiesare in the ordinary course of business on arm's length and are periodically placed beforethe Audit Committee and Board for its approvals and the particulars of contracts enteredduring the year 2019-20 in Form AOC-2 is enclosed as Annexure - I.
The policy on related party transactions and dealing with related party transactions isavailable on the website of the Company at the below link:http://www.sungoldcapitallimited.com/wp-content/uploads/2015/08/policy-on-related-party-transactions.pdf
10. CORPORATE SOCIAL RESPONSIBILITY:
The present financial position of the Company does not mandate the implementation ofCSR activities pursuant to the provisions of Section 135 and Schedule VII of the CompaniesAct 2013. The Company will constitute CSR Committee develop CSR policy and implement theCSR initiatives whenever it is applicable to the Company.
11. MATERIAL CHANGES
During the FY 2019-2020 there has been change in the Company secretary & Complianceofficer of the Company As Ms. Nishi Dhirawat resigned from the post of Company secretary& Compliance officer w.e.f. 30.09.2019 and Ms. Versha Chaturani was appointed in herplace as a Company secretary & Compliance officer w.e.f. 30.09.2019.
12. MATERIAL EVENTS
During the period under the review there has been no material events taken place in thecompany.
13. DETAILS OF JOINT VENTURE/SUBSIDIARY /ASSOCIATE COMPANIES DURING THEYEAR:
The Company does not have joint venture/subsidiary/associate companies during the year2019-2020
14. PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration in excess of limits prescribed under section197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Remuneration Managerial Personnel) Rules 2014.
15. DIRECTORS & KEY MANAGERIAL PERSONNEL:
Ms. Nishi Dhirawat resigned as the Company Secretary and Compliance Officerw.e.f. 30.09.2019 due to pre-occupied schedule and Ms. Versha Chaturani was appointed asthe Company Secretary and Compliance Office w.e.f .30.09.2019
At the ensuing Annual General Meeting Mr. Rajesh Pillai (DIN: 07585805)retires by rotation and seeks re-appointment.
Reappointment of Mr. Rajiv Kotia as managing Director of the company for theterm of 5 years w.e.f. 1st July 2020.
Reappointment of Ms. Karishma Kaku as Independent Director for the term of 5years w.e.f. 14.08.2020
16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The policy of the Company on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other
matters as required under sub-section (3) of Section 178 of the Companies Act 2013is available on the website of the Company at the below link:
There has been no change in the policy since the last fiscal year. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.
17. DECLARATION BY AN INDEPENDENT DIRECTOR:
All the Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
18. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and regulation 17 (10) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of Independent Directors Board Committeesand other individual Directors process of performance evaluation has been carried out asper Nomination and Remuneration Policy.
During the year 9 (Nine) Board Meetings 4 (four) Audit Committee Meetings 3(Three)Stakeholder Relationship Committee Meetings and 2 (two) Nomination & RemunerationCommittee Meetings were convened and held the details of which are given in the CorporateGovernance Report.
An Independent Directors Meeting was held on December 12 2019.
20. COMMITTEES OF THE BOARD:
Currently there are three committees:
Audit Committee Nomination & Remuneration Committee and Stakeholder RelationshipCommittee.
The detailed note and composition of the Committee is provided under CorporateGovernance Report which is the part of Annual report of the Company.
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted the whistleblower mechanism for Directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics. There has been no change to the Whistleblower Policyadopted by the Company during the year.
The details of the policy are available on the website of the Company at the belowlink:http://www.sungoldcapitallimited.com/wp-content/uploads/2015/08/Whistle-Blower-Policy.pdf
22. CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance Practices as prevalent globally.
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 a Report on Corporate Governance and the Auditors Certificate onCorporate Governance are annexed to this Report.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has updated the same on the website of the company. During the year Company has notreceived any complaint of harassment.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section 134(5)of the Act.
That in the preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any.
That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company asat March 31 2020 and of the profit or loss of the Company for the financial year endedMarch 31 2020.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
That the Annual Financial Statements have been prepared on a going concern basis.
That proper internal financial control was in place and that the financial controlswere adequate and were operating effectively.
That system to ensure compliance with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.
25. AUDITORS AND AUDIT REPORT:
At the twenty-sixth AGM held on July 10 2018 the Members approved appointment of M/s.Bhatter & Company Chartered Accountants Mumbai as Statutory Auditors of the Companyto hold office from the Conclusion of 26th Annual General Meeting till the Conclusion of31st AGM of the Company on such terms and remuneration as agreed upon between the AuditCommittee/Board of Directors and the Auditors. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.
The Auditors' Report for FY 2019-20 does not contain any qualification. Notes toAccounts and Auditors remarks in their report are self-explanatory and do not call for anyfurther comments.
26. SECRETARIAL AUDIT REPORT:
The secretarial audit report on the compliance of the applicable Acts Laws RulesRegulations Guidelines SEBI (LODR) etc. as stipulated by the provisions of Section 204of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure - II.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditors report to the Chairman of the Audit Committee of the Board. InternalAuditors monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company.
Based on the report of Internal Auditors process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.
28. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company and Directors is attached as 'Annexure III'. There were noemployees receiving remuneration above the prescribed limit in terms of Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
29. SIGNIFICANT OR MATERIAL ORDERS:
An Adjudication Order No.EAD-5/SVKM/AO/49-57/2017-18 dated June 30 2017 fromSecurities and Exchange Board of India against the Company and its Directors has beenreceived by the Company. The order is passed in violation of provisions of Section 21 ofSecurities Contracts (Regulation) Act 1956 read with Clause 35 of Listing Agreement andRegulation 3 (a) to (d) 4 (1) 4(2) (f) of SEBI (Prohibition of Fraudulent and UnfairTrade Practices relating Securities Market) Regulations 2003.An appeal for OrderNo.EAD-5/SVKM/AO/49-57/2017-18 has been filed by the Company dated 31.08.2017. During theperiod under the review The Management of the Company has filed appeal Before theSecurities Appellate Tribunal Mumbai and the matter is pending before the Tribunal.
Further another Adjudication Order No. EAD-5/SVKM/AO/82-86/2017-18 dated July 19 2017for the violation of Section 11C (3) read with Section 11 (2) (i) of SEBI Act 1992 fromSecurities and Exchange Board of India was received by the Company. An appeal for OrderNo. EAD-5/SVKM/AO/82-86/2017-18 was filed by the Company dated 20.09.2017 with
Securities Appellant Tribunal. and as a result of which quantum of penalty was reducedby SAT in case of the appellant company i.e Sungold Capital Limited from Rs 500000/- toRs. 200000/- and the said order was received by the company on August 06 2019.Inregards to the same the amount of penalty of Rs. 200000/- has been paid by the Companyon 19th August 2019.
Securities and Exchange Board of India (SEBI) has issued Adjudication Order No.Order/MC/DS/2020-21/ 7699-7704 dated on 18th May 2020 in favor of the Company on May 182020 where the charge of violation of SAST Regulations 1997 imposed on the Company forthe year 2007-2008 is not established. Hence there was no violation of SAST Regulations1997 by the Company. Further SEBI has passed an Adjudication Order No.Order/MC/DS/2020-21/ 7699-7704 dated18th May 2020 against Promoter for not making publicannouncement about acquisition of shares in Sungold Capital Limited in the year 2007-2008under Section 15A(a) 15A(b) and 15H(ii) of SEBI Act 1992 and imposed penalty of Rs.1100000/-.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
(A) Conservation of energy and technology absorption.
The operation of the company being financial services related requires normalconsumption of electricity. The company is taking every necessary step for reducingconsumption of energy.
(B) Foreign Exchange Earnings And Outgo:
There was no foreign exchange outgo for the year ended as on March 31 2020.
31. RESERVE BANK OF INDIA DIRECTIONS:
Company is categorized as a non-deposit taking non-banking finance company (NBFC).Company has complied with the directives issued by the Reserve Bank of India under theNon-Banking Financial Companies (Reserve Bank of India) Directions 2007 as amended fromtime to time.
32. CHANGE OF REGISTERED OFFICE OF THE COMPANY:
During the year 2019-2020 there was no change in the registered office of the Company.
The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultants advisorsshareholders investors and the employees of the Company for their continued cooperationand support.
The Board of Directors would also like to place on record their sincere appreciationfor the co-operation received from the Reserve Bank of India SEBI & Bombay StockExchange Limited and all other statutory and/or regulatory bodies.
| ||For and on behalf of the Board of Directors |
|Place: Rajpipla ||Sd/- |
|Date: 13.08.2020 ||Rajiv Kotia |
| ||Chairman and Managing Director DIN:00135912 |