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Sunshine Capital Ltd.

BSE: 539574 Sector: Financials
NSE: N.A. ISIN Code: INE974F01017
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Sunshine Capital Ltd. (SUNSHINECAPITAL) - Auditors Report

Company auditors report

To the Members of

SUNSHINE CAPITAL LIMITED

REPORT ON THE FINANCIAL STATEMENTS

I have audited the accompanying financial statements of M/s SUNSHINE CAPITAL LIMITED("the Company") which comprise the Balance Sheet as at March 31 2017and the Statement of Profit and Loss the Cash Flow Statement for the year then ended anda summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Management is responsible for the matters in section 134(5) of theCompanies Act 2013 (the Act) with respect to preparation of these financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under section 133 the Companies Act2013 read with rule 7 of Companies (Accounts) Amendment Rules 2015. This responsibilityalso includes the maintenance of adequate accounting records in accordance with theprovision of the act for the safeguarding of Assets of the company and for preventing anddetecting the frauds and other irregularities selection and application of appropriateaccounting policies making judgments and estimated that are reasonable and prudent anddesign implementation and maintenance of internal financial control that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

My responsibility is to express an opinion on these financial statements based on myaudit. I have taken into account the provisions of the act the accounting and Auditingstandards and matter which are required to be included in the audit report under theprovision of the act and the rules made thereunder. I conducted my audit in accordancewith the Standards on Auditing specified under section 143 (10) of the act.Those Standardsrequire that I comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by management aswell as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the financial statements.

OPINION

In my opinion and to the best of my information and according to the explanations givento me the financial statements read together with NOTES thereon subject to Note No.24 non provision for shortfall in value of inventories to the tune of Rs 19.11 Crore byvirtue of which profit of the company has been overstated by Rs RsRs 19.11 Crore.give the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2017; (b) In the case of the Statement of Profit and Loss of the Profit for theyear ended on that date; (C) In the case of the Cash Flow Statement of the Cash Outflowsfor the year ended on that date;

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act I give in the "Annexure A" statement on the matters Specified inparagraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act I report that:

a) I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purpose of my audit; b) In my opinionproper books of account as required by law have been kept by the Company so far as appearsfrom my examination of those book; c) The Balance Sheet Statement of Profit and Loss andcash flow Statement dealt with by this Report are in agreement with the books of account;d) In my opinion the aforesaid Financial Statement comply with the Accounting Standardsspecified under section 133 of the act read with 7 of Companies (Accounts) AmendmentRules 2015. e) On the basis of written representations received from the directors as on31st March 2017 and taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2017 from being appointed as adirector in terms of section 164(2) of the act. f) With respect to adequacy of theinternal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls refer to our separate report in "Annexure B"and g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in my opinionand to the best of my information and according to the explanations given to me: (i) TheCompany has disclosed the impact of pending litigations on its financial position in itsFinancial Statement as referred to in note no. 26 (a) (b) and (c) to the financialstatement. (ii) The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses. (iii) There were noamounts which were required to be transferred to the Investor Education and ProtectionFund by the Company (iv) The Company provide proper disclosure in financial statement forholding and dealing in Specified Bank Notes (SBN) in notes to account during the period08.11.2016 to 30.12.2016. In my opinion they are in accordance with the books of accountsof the company.

CA. ANIL KUMAR
(Chartered Accountant)
M.No. 086223
Place: New Delhi
Date: 27.05.2017

"ANNEXURE A" TO THE AUDITOR'S REPORT

The Annexure referred to in my report of even date to the members of M/s SUNSHINECAPITAL LIMITED as at and for the year ended 31st March 2017 I report that:

1. FIXED ASSETS:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.b) As explained to me all the fixed assets have been physically verified by themanagement in a phased periodical manner which in my opinion is reasonable having regardto the size of the Company and nature of its assets. No material discrepancies werenoticed on such physical verification.

2. INVENTORIES:

a) The inventories have been physically verified during the year by the management. Inmy opinion the frequency of verification is reasonable. b) In my opinion and according tothe information and explanations given to me the procedures of physical verification ofinventories followed by the management are reasonable and adequate in relation to the sizeof the Company and the nature of its business. c) The Company has maintained properrecords of inventories. As per the information and explanation given to me no materialdiscrepancies were noticed on physical verification.

3. SECURED OR UNSECURED LOANS

The company has granted unsecured loans to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. The terms and conditions of such loans are nor prejudicial to theinterest of the company. The company has been regular in receiving the interest from theparties wherever applicable

4. The company has complied with the provision of section 185 & 186 in respect ofloans investments guarantees and security.

5. In my opinion and according to the Information & Explanation given to me TheCompany has not accepted deposits under the provisions of sections 73 to 76 are notapplicable or any other relevant provisions of the Companies Act 2013 and the rulesframed there under.

6. I have been informed that the maintenance of cost records has not been prescribed bythe Central Government under sub-section (1) of section 148 of the Companies Act 2013.

7. STATUTORY DUES:

a) According to the records of the Company undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Sales Tax Wealth Tax ServiceTax duty of Customs Duty of Excise Value Added Tax Cess and other material statutorydues have been generally regularly deposited with the appropriate authorities. Accordingto the information and explanations given to me no undisputed amounts payable in respectof the aforesaid dues were outstanding as at March 31 2017 for a period of more than sixmonths from the date of becoming payable. b) According to the information and explanationsgiven to me there is a pending tax demands of which information given below:

(In RsRs Rs)

ACT Appeal pending Before Assessment year Amount of demand
Income Tax Act ITAT 2008-09 353380053/-
Income Tax Act CIT (A) 2008-09 339900000/-
Income Tax Act ITAT 2009-10 51466300/-

8. Since the company has not taken any loan or borrowing from a financial institutionbank Government or dues to debenture holders hence the default in repayment of dues tobanks financial institutions and Government does not arise.

9. In my opinion and according to the Information & Explanation given to me thecompany has not raised moneys by way of initial public offer or further public offer(including debt instruments) and term loans so the clause is not applicable for thecompany.

10. Based on the procedure performed and the information and explanation given to me Ireport that no fraud on or by the company has been noticed or reported during the yearnor I have been informed of such cases by the management.

11. In my opinion and according to the information and Explanation given to me thecompany has not paid or provided managerial remuneration.

12. The company is not a Nidhi company hence the provision related to the Nidhi Companyis not applicable.

13. The company has not any related party transaction.

14. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review.

15. The company has not entered into any non-cash transactions with directors orpersons connected with him.

16. The Company having Certificate of Registration No. B-14.01266 issued on 25.09.1998by Reserve Bank of India New Delhi under Section 45 IA of the RBI Act 1934

CA. ANIL KUMAR
(Chartered Accountant)
M.No. 086223
Place: New Delhi
Date: 27.05.2017

"Annexure – B" to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

I have audited the internal financial controls over financial reporting of M/s SUNSHINECAPITAL LIMITED ("the Company") as of 31 March 2017 in conjunction with myaudit of the standalone financial statements of the Company for the year ended on thatdate.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

AUDITORS' RESPONSIBILITY

My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on

Auditing issued by ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsboth applicable to an audit of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Ibelieve that the audit evidence I have obtained is sufficient and appropriate to provide abasis for my audit opinion on the Company's internal financial controls system overfinancial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In my opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

CA. ANIL KUMAR
(Chartered Accountant)
M.No. 086223
Place: New Delhi
Date: 27.05.2017