Sunshine Capital Limited
The Directors have pleasure in submitting their 25th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March 2019.
1. FINANCIAL SUMMARY HIGHLIGHTS
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
| || ||(IN ) |
|PARTICULARS ||31ST MARCH 2019 ||31ST MARCH 2018 |
|Total Income ||11138564 ||2065337 |
|Profit/(Loss) before tax ||6155645.93 ||269476 |
|Current Tax ||(1226399) ||(137858) |
|MAT Credit ||- ||- |
|Deferred Tax ||(24954.91) ||(10594) |
|Profit/(Loss) after tax ||4904292 ||121024 |
2. STATE OF COMPANY AFFAIRS
During the financial year 2018-19 the Company has recorded Revenue of11138564/-.The Company has earned Net Profit of 4904292/- during the year as comparedto Profit of 121024/- in the last year. The Directors are optimistic about futureperformance of the Company.
3. WEB ADDRESS OF ANNUAL RETURN
The Web Address where Annual Return in form MGT-9 of the Company for the Financial Year2018-19 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- Venture company.
6. SHARE CAPITAL
The Authorized Share Capital of the Company as on 31st March 2019 was131100000/- and Paid up Share Capital as on 31st March 2019 was130209000/- and there was no change in share capital of the company during the year.
As the company kept the profits for investment in better projects it regret not torecommend any dividend. But the directors are hopeful better result in ensuing future.
8. TRANSFER TO STATUTORY RESERVES
During the year under review Company has transferred 75 58284/- to the StatutoryReserves Fund from the profits of the Company in accordance with the provision of Section45-IC of the Reserve Bank of India.
9. NON-ACCEPTANCE OF PUBLIC DEPOSITS
The Company has not invited/accepted any public deposits or any fixed deposits duringthe financial year 2018-19. Hence there are no defaults in repayment of amount ofprincipal and interest as on the date of balance sheet.
10. RBI GUIDELINES
The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.
11. NBFC REGISTRATION
The company has been registered with Reserve Bank of India as Non Banking FinanceCompany 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 Auditors Report (ReservesBank) directions 2016 a report from the Statutory Auditors to the board of directors hasbeen received by your company. This report has certified that the company has compliedwith all the directions and prudential norms as prescribed under the RBI Act 1934.
13. BOARD MEETINGS HELD DURING THE YEAR
The Board of Directors duly met Seven (7) Times during the Financial Year from 1stApril 2018 to 31st March 2019. The dates on which meetings were held are asfollows: 09th May 2018 26th May 2018 15th June 201810th August 2018 13th September 2018 12th November2018 18th January 2019.
BOARD OF DIRECTORS
A. RE-APPOINTMENT OF DIRECTORS
Ms. Rajni Tanwar Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment. TheBoard of Directors recommends their re-appointment.
B. DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors have submitted their disclosure to the Board that they fulfilall the requirements as to qualify for their appointment as an Independent Director underthe provisions of Section 149(6) of the Companies Act 2013 as well as SEBI (ListingObligation and Disclosures Requirement) Regulations 2015. The policy of regularization isalso available on company website.
C. KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:
1. Mr. Surendra Kumar Jain Managing Director *
2. Ms. Astha Mishra Company Secretary **
3. Mrs. Sangeeta Chief Financial Officer ***
* Mr. Surendra Kumar Jain was appointed as Managing Director w.e.f. 12thNovember 2018. Further Mrs. Priti Jain was resigned from the post of Managing Directorfrom 10th August 2018.
** Ms. Astha Mishra was appointed as Company Secretary from 13th September2018. Further Ms. Astha Mishra was resigned from the post of Company Secretary w.e.f. 13thJuly 2019. Further Ms. Megha Bansal has resigned from the post of Company secretary from03th May 2018.
*** Mrs. Sangeeta was appointed as Chief Financial Officer W.e.f 12thNovember 2018.
D. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 27 (2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationStakeholders Relationship Committee and Risk Management Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provision of Section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Directors Responsibility Statement:
In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed;
The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;
The Directors have prepared the accounts for the year ended 31stMarch 2019 on a going concern basis.
The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investment covered under the provisions of Section 186of the Companies Act 2013 are given in the Notes to the Financial Statements.
16. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.
17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
In pursuant to the provision of Section 177 (9) & (10) of the Companies Act 2013The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the companys code of conduct 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 for the FinancialYear 2018-19 is 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 under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section which forms part of the Annual Report under Annexure I.
20. CORPORATE GOVERNANCE
As per Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on Corporate Governance together with the AuditorsCertificate regarding the compliance of conditions of Corporate Governance forms part ofthe Annual Report and attached under Annexure II.
A. STATUTORY AUDITOR
To appoint M/s MAK & Co. Chartered Accountants (FRN -028454N) as statutoryauditors of the company to hold office form the conclusion of this Annual General Meetinguntil the conclusion of Annual General Meeting (AGM) of the company to be held in the F.Y2023-24 on such remuneration as may be fixed in this behalf by the Board of Directors ofthe Company."
In this regard Written Consent have submitted by Statutory Auditors for theireligibility and qualification to be appointed as Statutory Auditors of the company interms of Section 139 of the Companies act 2013 and also satisfy the criteria provided insection 141 of the Companies Act 2013.
(i) Statutory Auditors Report
The Statutory Auditors Report is annexed herewith marked as Annexure-III andforms part of the Annual Report.
(ii) Statutory Auditors Observations
The observations made by Statutory Auditor with reference to notes to account are selfexplanatory and need no comments.
B. SECRETARIAL AUDITOR
The Company has appointed M/s Babita and Associates Company Secretaries to hold theoffice of the Secretarial Auditors and to conduct the Secretarial Audit.
(i) Secretarial Auditors Report
The Secretarial Audit Report is annexed herewith marked as Annexure- IV to this reportin Form No. MR-3.
(ii) Secretarial Auditors Observations
There is a qualification in the report that appointed Chief Financial Officer on12.11.2018.
For this Management clarified that Company was in the search of suitable candidatefor the post of Chief Financial Officer. And Company appointed Chief Financial Officer on12th November 2018.
Another qualification is that The Company has not complied with the provision ofSection 173(3) of the Companies Act 2013 read with The Companies (Meeting of Board andits Power) Rules 2014 for maintaining the proof of Sending Notice & Agenda of BoardMeeting to its Directors during the audit period.
For this management clarified that we have all the proof of Sending Notice & Agendaof Board Meeting to its Directors but due to some reasons we have lost some documents fromour office. Unfortunately proof of Sending Notice & Agenda of Board Meeting to itsDirectors was also included in that.
C. INTERNAL AUDITOR
The Company has appointed Ms. Heena Arya as an Internal Auditor of the Company for theF.Y. 2018-19.
(i) Internal Auditors Report
Ms. Heena Arya placed the internal audit report to the Company.
(ii) Internal Auditors Observations
Internal audit report self explanatory and need no comments.
22. MAINTENANCE OF COST RECORDS
Maintenance of Cost Audit Records as specified by the Central Government undersubsection (1) of Section 148 of the Companies Act 2013 is not applicable to the Companyand accordingly such accounts and records are not required to be made and maintained. AlsoCost Audit is not applicable to the Company.
23. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders. For this purpose theManagement has listed its shares on Bombay Stock Limited (BSE) having nationwide tradingplatform.
24. PARTICULARS OF EMPLOYEES
Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:
The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules2014 as amended has been furnished herein below.
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2018-19 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
Note: No sitting fees paid to Independent Directors and Non-executive director andhence not included in the above table.
1. % increase/decrease in the Median Remuneration of Employees in the Financial Year2018-19 is NIL.
2. The Median Remuneration of employees of the Company during the financial year wasNIL.
3. There were Total 8 Permanent Employees on the rolls of Company as on March 31 2019.
Remuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.
None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the Directors Report.
25. DEMATERILISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN INE974F01017 has been allotted for the Company. Therefore the investorsmay keep their shareholding in the electronic mode with their Depository Participants.79.30% and balance 20.69% is in physical form of the Companys Paid-up Share Capitalis in dematerialized form as on 31stMarch 2019.
26. CREDIT RATING
The Directors of the Company are pleased to report that the Company is registered withall four RBI Authorized CICs 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) Experian CreditInformation Company of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.
27. EXPOSURE TO REAL ESTATE
During the year Co. has NIL exposure to Real estate.
28. CAPITAL FUND TO RISK WEIGHTED ASSETS
The Percentages to capital funds to risk weighted assets/exposures are as follows:
|PARTICULARS ||(IN %) |
|Tier-I Capital ||100.60 |
|Tier-II Capital ||0.04 |
|Total ||100.64 |
29. HEALTH SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
30. HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset. The Company recognizes people as its mostvaluable asset and The Company has kept a sharp focus on Employee Engagement. TheCompanys Human Resources is commensurate with the size nature and operations of theCompany.
31. DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE COMPANIESACT 2013
During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2018-19.
The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.
The Company has complied with all applicable provisions of the Companies Act 2013Listing Agreement executed with the Stock Exchange(s) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.
33. SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company is in compliance with the SecretarialStandards.
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary 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 and disposed offduring the year 2018-19.
| No of complaints received: ||0 |
| No of complaints disposed off : ||N.A. |
35. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY
The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement.
The Company has been addressing the various risks impacting the Company and policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis Report.
36. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
37. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.
38. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.
39. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNINGS & OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished
(A) Conservation of energy
Steps taken / impact on conservation of energy with special reference to thefollowing: Steps taken by the company for utilizing alternate sources of energy includingwaste generated: NIL
(B) Technology absorption
Efforts in brief made towards technology absorption. Benefits derived as a result ofthe above efforts e.g. product improvement cost reduction product development importsubstitution etc.
The Company has not taken any technical knowhow from anyone and hence not applicable.In case of imported technology (imported during the last 3 years reckoned from thebeginning 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 not incurred anyexpenditure on research and development.
(c) Foreign Exchange Earnings/ Outgo
|Foreign Exchange Earnings And Outgoings ||31st March 2019 ||31st March 2018 |
|Earnings in Foreign Currency (FOB Value of exports) ||NIL ||NIL |
|Expenditure in Foreign Currency ||NIL ||NIL |
The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance. The Directors wish to place on record their appreciationof the commendable work done dedication and sincerity by all the employees of the Companyat all levels during the year under review.
The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.
| || ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| || ||FOR SUNSHINE CAPITAL LIMITED |
| ||SURENDRA KUMAR ||JAINANIL PRAKASH |
|DATE: 04.09.2019 ||MANAGING DIRECTOR ||DIRECTOR |
|PLACE: NEW DELHI ||DIN: 00530035DIN: 05187809 || |