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Sunshine Capital Ltd.

BSE: 539574 Sector: Financials
NSE: N.A. ISIN Code: INE974F01017
BSE 05:30 | 01 Jan Sunshine Capital Ltd
NSE 05:30 | 01 Jan Sunshine Capital Ltd

Sunshine Capital Ltd. (SUNSHINECAPITAL) - Director Report

Company director report

To

The Members

Sunshine Capital Limited

The Directors have pleasure insubmitting their 24thAnnual Report on thebusiness and operations of the Company alongwith the AuditedFinancial Statementfor thefinancial year ended 31stMarch 2018.

1. FINANCIAL SUMMARYHIGHLIGHTS:

Financial Results of the Company for the year under review along withthe figures for previous year are as follows:

(IN INR)

PARTICULARS

31ST MARCH 2018

31ST MARCH 2017

Total Income

2065337

11865702

Profit/(Loss) before tax

269476

6431035

Current Tax

(137858)

(1983601)

MAT Credit
Deferred Tax

(10594)

(26047)

Profit/(Loss) after tax

121024

4421387

2. STATE OF COMPANY AFFAIRS:

During the financial year 2017-18 the Company has recorded Revenue ofINR 2065337/-.The Company has earned Net Profitof INR 121024/-during the year ascompared to Profit of INR 4421387/- in the last year. The Directors are optimistic aboutfuture performance of the Company.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the FinancialYear 2017-18 referred in sub-section (3) of Section 92 has been placed is mentioned below:

www.sunshinecapital.in

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

5. SUBSIDIARY / ASSOCIATE/ JOINT- VENTURE COMPANIES:

The Company does not have any subsidiary / Associate/ Joint- Venturecompany.

6. SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31st March 2018 wasINR 131100000/- and Paid up Share Capital as on 31st March 2018 was INR 130209000/-and. There was no change in share capital of the company during the year.

7. DIVIDEND:

As the company kept the profits for investment in better projects itregret not to recommend any dividend. But the directors are hopeful better result inensuing future.

8. TRANSFER TO STATUTORY RESERVES:

During the year under review Company has transferred INR 6858396/- tothe Statutory Reserves Fund from the profits of the Company in accordance with theprovision of Section 45-IC of the Reserve Bank of India.

9. NON-ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not invited/accepted any public deposits or any fixeddeposits during the financial year 2017-18. Hence there are no defaults in repayment ofamount of principal and interest as on the date of balance sheet.

10. RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid downby the Reserve Bank of India for the Non Banking Financial Company.

11. NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as NonBanking Finance Company Vide Registration No. B-14.01266 on dated 25th September 1998

12. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI)

DIRECTIONS 2016:

Pursuant to the Non-Banking Financial Companies' Auditor's Report(Reserves Bank) directions 2016 a report from the Statutory Auditors to the board ofdirectors has been received by your company. This report has certified that the companyhas complied with all the directions and prudential norms as prescribed under the RBI Act1934.

13. BOARD MEETINGS HELD DURING THE YEAR:

The Board of Directors duly met Six (6)Times during the Financial Yearfrom 1st April 2017 to 31st March 2018. The dates on which meetings were held are asfollows:

27th May 2017 11th August2017 15th September2017 10th November201727th December 2017 10th February 2018.

BOARD OF DIRECTORS: A. Re-Appointment of Directors

Mr. Sujan Mal Mehta Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offer herself forre-appointment. The Board of Directors recommends their re-appointment.

B. Declaration by Independent Directors

The Independent directors have submitted their disclosure to the Boardthat they fulfil all the requirements as to qualify for their appointment as anIndependent Director under the provisions of Section 149(6) of the Companies Act 2013 aswell as SEBI (Listing Obligation and Disclosures Requirement) Regulations 2015. Thepolicy of regularization is also available on company website.

C. Key Managerial Personnel

The following persons have been designated as Key Managerial Personnelof the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rulesframed there under:

1. Ms. Priti Jain Managing Director

2. Ms. Megha Bansal Company Secretary

There was no change in Key Managerial Personnel composition during theyear under review.

D. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Stakeholders ‘Relationship Committee and Risk ManagementCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

14. DIRECTORS'RESPONSIBILITY STATEMENT:

In accordance with the provision of Section 134(5) of the CompaniesAct 2013 the Board confirms and submits the Director's Responsibility Statement:

In the preparation of the Annual Accounts the applicable AccountingStandards have been followed;  The Directors had selected such accounting policiesand applied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the year under review;

The Directors have taken proper & sufficient care of themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for prevention &detecting fraud & other irregularities;  The Directors have prepared the accountsfor the year ended 31st March 2018 on a going concern basis.  The directors had laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively.  The directors haddevised proper system to ensure compliance with the provision of all applicable laws andthat such systems were adequate and operating effectively.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Notes to theFinancial Statements.

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controlscommensurate with the Size of the Company and same were operating throughout the year. TheCompany has in house Internal Audit Function.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of Section 177 (9) & (10) of theCompanies Act 2013 The Company has formulated a Whistle Blower Policy to establish avigil mechanism for Directors and employees of the Company to report concerns aboutunethical behavior actual or suspected fraud or violation of the company's code ofconduct or ethics policy.

The Whistle Blower Policy is available on the website of the Companywww.sunshinecapital.in.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

The particulars of contracts or arrangements with Related Parties forthe Financial Year 2017-18is annexed herewith to the Financial Statements in Form No AOC-2.

19. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year underreview as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms part of the AnnualReport under Annexure I.

20. CORPORATE GOVERNANCE:

As per Regulation 27 (2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance together withthe Auditor's Certificate regarding the compliance of conditions of Corporate Governanceforms part of the Annual Report and attached under Annexure II.

21. AUDITORS: A. Statutory Auditor

To Appoint M/s Deepak Rajesh & Associates Chartered Accountants(FRN -028018N) in place of retiring Auditor Mr. Anil Kumar Chartered Accountant as theStatutory Auditors of the company pursuant to the provisions of Section 139 to 142 of theCompanies act 2013 and other applicable provisions if any to hold office from theconclusion of this Annual General Meeting till the conclusion of next Annual GeneralMeeting on such remuneration to be decided by the Board of Directors of the Company Inthis regard Written Consent have submitted by Statutory Auditors for their eligibilityand qualification to be appointed as Statutory Auditors of the company in terms of Section139 of the Companies act 2013 and also satisfy the criteria provided in section 141 ofthe Companies Act 2013.

(i) Statutory Auditor's Report

The Statutory Auditors' Report is annexed herewith marked asAnnexure-III and forms part of the Annual Report.

(ii) Statutory Auditor's Observations

The observations made by Statutory Auditor with reference to notes toaccount are self explanatory and need no comments.

B. Secretarial Auditor

The Company has appointed M/s Abhishek Sharma & Associates CompanySecretaries to hold the office of the Secretarial Auditors and to conduct the SecretarialAudit.

(i) Secretarial Auditor's Report

The Secretarial Audit Report is annexed herewith marked as Annexure- IVto this report in Form No. MR-3.

(ii) Secretarial Auditor's Observations

There is a qualification in the report that Company did not appointChief Financial Officer during the audit period.

The Management clarified that it is in the search of suitablecandidate for the post of Chief Financial Officer.

C. Internal Auditor:

The Company has appointed Ms. Kajal as an Internal Auditor of theCompany for the F.Y. 2017-18.

(i) Internal Auditor's Report

Ms. Kajal placed the internal audit report to the Company.

(ii) Internal Auditor's Observations

Internal audit report self explanatory and need no comments.

22. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the CentralGovernment under subsection (1) of Section 148 of the Companies Act 2013 is notapplicable to the Company and accordingly such accounts and records are not required to bemade and maintained.

Also Cost Audit is not applicable to the Company.

23. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and agood reputation is among the primary determination of value to the shareholders. For thispurpose the Management has listed its shares on MSEI Limited having nationwide tradingplatform.

24. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2017-18 isbeing attached with the Directors report in Form No MGT-9 marked as Annexure V.

25. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

The information required under Section 197 (12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerialpersonnel) Rules 2014 as amended has been furnished herein below.

The percentage increase in remuneration of each Director ChiefFinancial Officer and Company Secretary during the financial year 2017-18 ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2017-18 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company as under:

are Name of Director/KMP and Designation

% increase/decrease (-) in Remuneration in the Financial Year 2017-18

Ratio of Remuneration of each Director / to Median Remuneration of Employees

1. Ms. Priti Jain Managing Director

NIL

NIL

2. Mr. Surender Kumar Jain Director

NIL

NIL

3. Ms. Megha Bansal Company Secretary

NIL

-

Note: No sitting fees paid to Independent Directors and Non-executivedirector and hence not included in the above table.

1. % increase/decrease in the Median Remuneration of Employees in theFinancial Year2017-18 is -89.74%.

2. The Median Remuneration of employees of the Company during thefinancial year was INR 10500/-.

3. There were Total 3 PermanentEmployees on the rolls of Company as onMarch 31 2018.

Remuneration paid is as per the Remuneration Policy for Directors KeyManagerialPersonnel and other Employees.

None of the employee was drawing in excess of the limits by theCompanies Act 2013 and rules made there under which needs to be disclosed in theDirectors Report.

26. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerializationof its equity shares. The ISIN INE974F01017 has been allotted for the Company. Thereforethe investors may keep their shareholding in the electronic mode with their DepositoryParticipants. 67.33% and balance 32.67% is in physical form of the Company's Paid-up ShareCapital is in dematerialized form as on 31stMarch 2018.

27. CREDIT RATING:

The Directors of the Company are pleased to report that the Company isregistered with all four RBI Authorized CIC's Companies i.e. TransUnion CIBIL Limited(Formerly: Credit Information Bureau (India) Limited).Credit Information Bureau (India)Limited (CIBIL) Equifax Credit Information Services Private Limited (ECIS) ExperianCredit Information Company of India Pvt Ltd CRIF High Mark Credit Information ServicesPvt Ltd.

28. EXPOSURE TO REAL ESTATE:

During the year Co. has NIL exposure to Real estate.

29. CAPITAL FUND TO RISK WEIGHTED ASSETS:

The Percentages to capital funds to risk weighted assets/exposures areas follows:

PARTICULARS

(IN %)

Tier-I Capital

100.34

Tier-II Capital

0.18

Total

100.65

30. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law andlabour laws. The Company has been complying with the relevant laws and has been taking allnecessary measures to protect the environment and maximize worker protection and safety.

31. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Companyfollows a policy of building strong teams of talented professionals. Your Companycontinues to build on its capabilities in getting the right talent to support differentproducts and geographies and is taking effective steps to retain the talent. It has builtan open transparent and meritocratic culture to nurture this asset. The Companyrecognizes people as its most valuable asset and The Company has kept a sharp focus onEmployee Engagement. The Company's Human Resources is commensurate with the size natureand operations of the Company.

32. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143

OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe anytransactions which could result in a fraud. Your Directors hereby declares that theCompany has not been encountered with any fraud or fraudulent activity during theFinancial Year 2017-2018.

33. COMPLIANCE

The Company has complied and continues to comply with all theapplicable regulations circulars and guidelines issued by the Ministry of CorporateAffairs (MCA) Stock Exchange(s) Securities and Exchange Board of India (SEBI) etc. TheCompany has complied with all applicable provisions of the Companies Act 2013 ListingAgreement executed with the Stock Exchange(s) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other applicable rules/regulations/guidelines issuedfrom time to time.

34. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the SecretarialStandards specified by the Institute of Company Secretaries of India on April 10 2015the Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from July 01 2015. Thereafter Secretarial Standardswere revised with effect from October 01 2017. The Company is in compliance with theSecretarial Standards.

35. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

The policy is available on the website of the company i.e.www.sunshinecapital.in

The following is a summary of sexual harassment complaints received anddisposed off during the year 2017-18.

No of complaints received

:

0

No of complaints disposed off :

N.A.

36. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss offire riot earthquake terrorism loss of profits etc other risks which considerednecessary by the management. The Company has been addressing the various risks impactingthe Company and policy of the Company on risk management is provided elsewhere in thisAnnual Report in Management Discussion and Analysis Report.

37. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY

ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

38. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE

FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report there have been nomaterial changes and commitments made between the end of the financial year of the companyand the date of this report.

39. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status of the company.

40. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN

EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134(3) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished

(A)Conservation of energy:

Steps taken / impact on conservation of energy with special referenceto the following: Steps taken by the company for utilizing alternate sources of energyincluding waste generated:NIL

(B) Technology absorption:

Efforts in brief made towards technology absorption. Benefits derivedas a result of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc.

The Company has not taken any technical knowhow from anyone and hencenot applicable. In case of imported technology (imported during the last 3 years reckonedfrom the beginning of the financial year) following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has notincurred any expenditure on research and development.

(c) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings And Outgoings

31st March 2018

31st March 2017

Earnings in Foreign Currency

NIL

NIL

(FOB Value of exports)
Expenditure in Foreign Currency

NIL

NIL

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers andVendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of thecommendable work done dedication and sincerity by all the employees of the Company at alllevels during the year under review.

The Company will make every effort to meet the aspirations of itsshareholders and wish to sincerely thank them for their whole hearted co-operation andsupport at all times.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR SUNSHINE CAPITALLIMITED

Surender Kumar Jain

Rajni Tanwar

Director

Director

DIN: 00530035

DIN: 08201251

DATE: 25.08.2018

PLACE: NEW DELHI