Your Directors have pleasure in presenting 26th Annual Report together withthe Audited Annual Accounts for the Financial Year ended March 31 2018.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE):
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
(Rs. in Lakhs)
|Particulars ||For the year ended March 31 2018 ||For the year ended March 31 2017 |
|Revenue from operation ||138.59 ||180.99 |
|Other Income ||0.06 ||0.02 |
|Total Expense(Excluding Depreciation) ||131.79 ||172.00 |
|Gross Profit before depreciation and tax ||6.86 ||9.01 |
|Depreciation ||2.63 ||1.27 |
|Net Profit before tax ||4.23 ||7.74 |
|Tax Expense ||3.85 ||0.13 |
|Net Profit After Tax ||0.38 ||7.61 |
|Balance of Profit brought forward ||89.16 ||87.83 |
|Balance available for appropriation ||0.38 ||7.61 |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||0.08 ||1.52 |
|Surplus carried to Balance Sheet ||89.46 ||89.16 |
|Earning Per Shares (EPS) || || |
|Basic ||0.002 ||0.041 |
|Diluted ||0.002 ||0.041 |
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's Discussion and Analysis is providedas a separate section forming part of the Annual Report.
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 2017 2018 the Company has transferred an amount of Rs. 7541/- (P.Y. ofRs. 152270/-) 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 2018 was Rs. 184034850/-. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock options nor sweat equity. As on March 31 2018 none of the Directors ofthe 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 in MGT-9as a part of this Board's Report is attached as Annexure- I.
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 parties are in the ordinary course of business onarm's length and are periodically placed before the Audit Committee and Board for itsapprovals and the particulars of contracts entered during the year 2017-18 in Form AOC-2is enclosed as Annexure - II.
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 2017-2018 there are no material changes affecting the financial positionof the Company and affecting the Financial Statements.
12. MATERIAL EVENTS:
The Company has proposed to get into Export business in the name of Sungold Exports. AnImport Export Code (IEC) Number from Office of Joint Director General of Foreign Trade hasbeen obtained by the Company for the same dated January 16 2018.
13. DETAILS OF JOINT VENTURE/SUBSIDIARY /ASSOCIATE COMPANIES DURING THE YEAR:
The Company does not have joint venture/subsidiary/associate companies during the year2017- 2018.
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. Neha Shah resigned as an Independent Director w.e.f May 28 2017 due topre-occupied schedule.
Mr. Ushik Gala resigned as a Chief Financial Officer due to pre-occupied schedule andMs. Bhumika Sidhpura was appointed as the Chief Financial Officer of the Company w.e.fJune 01 2017
Mr. Abhay Deo resigned as an Independent Director w.e.f July 09 2017 due topre-occupied schedule.
Mr. Rakesh Kumar Kumawat resigned as a Director w.e.f August 18 2017 due topre-occupied schedule.
Mr. Rajesh Pillai was regularized as a Non Executive Director of the Company with theapproval of the members at the Annual General Meeting held on August 17 2017.
Ms. Bhumika Sidhpura resigned as the Company Secretary and Compliance Officer due topre-occupied schedule and Ms. Sowjanya Poojary was appointed as the Company Secretary andCompliance Office w.e.f November 13 2017.
At the ensuing Annual General Meeting Mr. Rajesh Pillai (DIN: 07585805) retires byrotation and seeks re-appointment.
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 and management. The policy of theCompany on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 is available onthe 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 5 (five) Board Meetings 4 (four) Audit Committee Meetings 3 (three)Stakeholder Relationship Committee Meetings and 3 (three) Nomination & RemunerationCommittee Meetings were convened and held the details of which are given in the CorporateGovernance Report.
An Independent Directors Meeting was held on November 13 2017.
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 Policy adopted by the Company during the year.
The detail of the policy is available on the website of the Company at the below link:http://www.sungoldcapitallimited.com/wp-content/uploads/2015/08/Whistle-Blower-Policy.pdf
22. 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 set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
23. 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.
a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b) 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 2018 and of the profit or loss of the Company for the financial year endedMarch 31 2018.
c) 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;
d) That the Annual Financial Statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) That system to ensure compliance with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.
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. AUDITORS AND AUDIT REPORT:
The Company has received letter from M/s. Bhatter & Company Chartered AccountantsMumbai to the effect that their appointment if made would be within the prescribedlimits under Section 141 of the Companies Act 2013 read with rules made there under andthat they are not disqualified for such appointment.
The Directors recommend the appointment of M/s. Bhatter & Company CharteredAccountants Mumbai as Statutory Auditors of the Company to hold office from theConclusion of this i.e 26th Annual General Meeting till the Conclusion of 31stAGM of the Company on such terms and remuneration as agreed upon between the AuditCommittee/Board of Directors and the Auditors.
The Auditors' Report for FY 2017-18 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 204 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure - III.
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. 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.
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 has been received by the Company.
An appeal for Order No.EAD-5/SVKM/AO/49-57/2017-18 has been filed by the Company dated31.08.2017 and an appeal for Order No. EAD-5/SVKM/AO/82-86/2017-18 has been filed by theCompany dated 20.09.2017 with Securities Appellant Tribunal.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
(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 2018.
30. 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 the NonBanking Financial Companies (Reserve Bank of India) Directions 2007 as amended from timeto time.
31. CHANGE OF REGISTERED OFFICE OF THE COMPANY:
During the year 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 co-operationand 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: Mumbai ||Rajiv Kotia |
|Date: May 15 2018 ||Chairman |
| ||DIN: 00135912 |