Your Directors have pleasure in presenting 30th Annual Report together withthe Audited Annual Accounts for the Financial Year ended March 31 2022.
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 2022 ||For the year ended March 31 2021 |
|Revenue from operation ||131.73 ||180.87 |
|Other Income ||4.25 ||0.03 |
|Total Revenue ||135.97 ||180.90 |
|Total Expense (Excluding Depreciation) ||131.14 ||176.77 |
|Gross Profit before depreciation and tax ||4.83 ||4.13 |
|Depreciation ||0.00 ||0.01 |
|Net Profit before tax ||4.83 ||4.12 |
|Tax Expense ||1.22 ||1.07 |
|Net Profit After Tax ||3.62 ||3.05 |
|Balance of Profit brought forward ||97.09 ||94.64 |
|Balance available for appropriation ||3.62 ||3.05 |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||0.72 ||0.61 |
|Surplus carried to Balance Sheet ||99.98 ||97.09 |
|Earning Per Shares (EPS) || || |
|Basic ||0.020 ||0.017 |
|Diluted ||0.020 ||0.017 |
2. OPERATING PERFORMANCE:
During the year under review the Company has generated total revenue of Rs 135.97 Lakhsas compared to 180.90 Lakhs of the previous financial year. The Company achieved netprofit of Rs 3.62 Lakhs as compared to Rs 3.05 Lakhs in previous financial year. Thedirectors are continuously looking for new avenues for future growth of the Company.
3. 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.
6. AMOUNT TRANSFER TO RESERVE:
During the FY 2021 -2022 the Company has transferred an amount of Rs.0.72 Lakhs/-(P.Y. of Rs. 0.61 Lakhs/-) equivalent to 20% of profit after tax of the Company to specialreserve account in compliance with Section 45 IC of the RBI Act.
7. SHARE CAPITAL:
The Share capital of the Company as on March 31 2022 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 2022 none of theDirectors of the Company holds instrument convertible into equity shares of the Company.
8. ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 read with Section134(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014 Annual Return is available on the website of the company -Webaddress: https://sungoldcapitallimited.com
9. 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.
10. 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 2021-22 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
11. 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.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial positionof the company which has occurred during the end of the financial year and date of report.
13. MATERIAL EVENTS
During the period under the review there has been no material events taken place in thecompany.
14. DETAILS OF JOINT VENTURE/SUBSIDIARY /ASSOCIATE COMPANIES DURING THEYEAR:
The Company does not have joint venture/subsidiary/associate companies during the year2021-2022.
15. 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) & 5(3) of the Companies(Appointment and Remuneration of Remuneration Managerial Personnel) Rules 2014.
16. DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajesh Pillai (DIN: 07585805) retires byrotation at the ensuing Annual General Meeting and offers himself for reappointment.
There is no change in the Directors of the Company during the Financial Year 2021-2022.
None of the other Directors of the Company are disqualified under Section 164 ofCompanies Act 2013.
17. 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 theCompanies Act 2013 is available on the website of the Company at the below link:http://www.sungoldcapitallimited.com/wp-content/uploads/2015/08/nomination-and-remuneration-policy.pdf.
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.
18. 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.
19. 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 8 (Eight) Board Meetings 6(six) Audit Committee Meetings 1(One)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 January 29 2022.
21. 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.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted the whistle blower 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 Whistle blowerPolicy adopted 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
23. STATEMENT OF MATERIAL SUBSIDIARY:
The Company currently does not have any Material Subsidiary. The Policy onIdentification of Material Subsidiaries can be viewed on our website:http://sungoldcapitallimited.com/wp-content/uploads/2019/11/8.-Policy-on-Material-Subsidiary.pdf
24. 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.
25. 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.
26. 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 2022 and of the profit or loss of the Company for the financial year endedMarch 31 2022.
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.
27. 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 2021-22 does not contain any qualification. Notes toAccounts and Auditors remarks in their report are self-explanatory and do not call for anyfurther comments.
28. 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.
29. 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.
30. 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
31. SIGNIFICANT OR MATERIAL ORDERS:
No significant or material orders has been passed against the Company during the yearunder review.
32. 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 earnings foreign exchange outgo for the year ended as onMarch 31 2022.
33. 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.
34. INSIDER TRADING:
In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguidelines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing insecurities of the Company. The saidpolicy can be viewed on ourwebsite:http://sungoldcapitallimited.com/wp-content/uploads/2021/05/7.Code-of-Insider-Trading.pdf
35. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards with regard to Meeting ofBoard of Directors (SS-1) and General Meetings (SS-2)as well as the Report on Board ofDirectors(SS-4) issued by The Institute of Company Secretaries of India have been dulyfollowed by the Company.
36. DISCLOSURE ABOUT COST AUDIT:
Maintenance of Cost Records and requirement of Cost audit as prescribed underprovisions of Section 148(1) of the Act are not applicable for business activitiescarried out by the Company
37. CHANGE OF REGISTERED OFFICE OF THE COMPANY:
During the year 2021-2022 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.