sunshine capital ltd Directors report

To

The Members

Sunshine Capital Limited

The Directors have pleasure in submitting their 29^thAnnual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31^st March, 2023.

1. FINANCIAL SUMMARY HIGHLIGHT

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

(Rs. Lakhs)

PARTICULARS	31ST MARCH, 2023	31ST MARCH, 2022
Total Income	771.650	761.603
Profit/(Loss) Before Tax	211.772	(710.680)
Current Tax	32.613	-
MAT Credit
	-	-
Deferred Tax	0.177	0.188
Earlier year demand paid	-	(9.996)
Profit/(Loss) after tax	178.982	(720.864)

2. STATE OF COMPANY AFFAIRS

During the financial year 2022-23, the Company has recorded total Revenue of 7,71,65,041 /- as compared to the last year of 7,61,60,345/-. The company has gained profit of 1,78,98,210/- during the year as compared to Net Loss of 7,20,86,400/- in the last year. The Directors are optimistic about future performance of the Company.

3. GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virus disease (COVID-19) on February 11, 2020. This pandemic continued to be a global challenge, creating disruption across the world. The pandemic overwhelmed Indias medical infrastructure. Company operations also remained affected due to restricted movement, disrupted supply lines and temporary shutdown of some customers locations.

Amid the pandemic, the Company launched a Vaccination drive for its employees to ensure their safety. In enforcing social distancing to contain the spread of the disease, our offices and client offices all over the world have been operating with minimal or no staff for extended periods of time. In keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and he assured of their well-being. Our teams reacted with spread and efficiency, and quickly leveraged technology to shift the workforce to an entirely new "work-from-home" model. Proactive preparations were done in our work locations during this transition to ensure our offices are safe.

4. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2022-23 referred in subsection (3) of Section 92 has been pLakhsed is mentioned below: http://www.sunshinecapital.in/resource/Share-Holders-Information/Financial.aspx

5. CHANGE IN NATURE OF BUSINESS

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

6. SUBSIDIARY/ ASSOCIATE/ JOINT- VENTURE COMPANIES

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

7. SHARE CAPITAL

During the year, there was an Increase in Authorized Share Capital of the company from 13,11,00,000/- to 20,11,00,000/-. The Authorized Share Capital of the Company as on 31^st March, 2023 was 20,11,00,000/- and Paid up Share Capital as on 31^st March, 2023 was 13,02,09,000/-.

8. DIVIDEND

No Dividend was declared during the year by the company.

9. TRANSFER TO STATUTORY RESERVES

During the year under review, the Company has not transferred any amount to the Statutory Reserves Fund from the Net profits of the Company in accordance with the provision of Section 45-IC of the Reserve Bank of India, as the company has incurred loss during the year.

10. NON-ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not invited/ accepted any public deposits or any fixed deposits during the FY-2022-23. Hence, there are no defaults in repayment of amount of principal and interest as on the date of balance sheet.

11. RBI GUIDELINES

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

12. NBFC REGISTRATION

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

13. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 2016

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) directions, 2016, a report from the Statutory Auditors to the board of directors has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2022-23, Mr. Bhupendra Kaushik and Mrs. Promila Sharma was appointed as an Additional Non-Executive Independent director of the company on November 5, 2022 subject to the approval of Shareholders, whose appointment was regularized by the shareholders at the Extra Ordinary General Meeting held on February 28, 2022. While on the same date i.e., November 5, 2022, Ms. Rajni Tanwar ceases to be the Director of the company.

On February 3, 2023, Mr. Sujan Mal Mehta and Mr. Anil Prakash resigned from their directorship citing personal reasons and later on March 16, 2023 Mr. Luv Sharma was appointed as a Non-Executive Director & Independent Director of the Company.

Ms. Rekha Bhandari who was appointed as a Director in Company resigned from her directorship of the company w.e.f. March 13, 2023.

After closure of financial year, Ms. Priti Jain and Ms. Rekha Bhandari there was appointed as an additional Non-Executive & Non Independent Directors of the Company w.e.f. May 29, 2023.

The detailed profile of the Directors seeking appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Mrs. Parul Agarwal, Practicing Company Secretary that none of the Companys Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Surendra Kumar Jain (DIN: 00530035) , Managing Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a term upto the period of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy for regularization of Independent Director is also pLakhsed on Website of the company i.e., www.sunshinecapital.in respectively.

During the Year, one (1) Meeting held in the F.Y. 2022-22 on 01/09/2022 of the Independent Directors.

DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Bhupendra Kaushik, Mrs. Promila Sharma and Mr. Luv Sharma are the Independent Directors of the Company as on March 31, 2023 and also as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Companys Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarization for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarization Programme for

Independent Directors are available at the Companys website.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Companys Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Companys website at the web-link http://www.sunshinecapital.in/resource/Share-Holders-Information/Policies.aspx.

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

KEY MANAGERIAL PERSONNEL:

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

A. Mr. Surendra Kumar Jain, Managing Director B. Ms. Sangeeta, Chief Financial Officer C. Mr. Amit Kumar jain, Company Secretary

COMPANY SECRETARY:

Mr. Amit Kumar Jain, Company Secretary has joined the company w.e.f. 01 day of October, 2021.

15. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Directors Responsibility Statement:

? In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ? The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; ? The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities; ? The Directors have prepared the accounts for the year ended 31^st March, 2023 on a going concern basis. ? The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. ? The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

16. MEETINGS a) BOARD MEETINGS

The Board of Directors duly met Nine (09) times during the financial year 2022-23. The dates on which meetings were held are 24/05/2022, 02/08/2022, 12/08/2022, 22/08/2022, 01/09/2022, 05/11/2022, 04/01/2023, 04/02/2023, and 16/03/2023.

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ Companies Act, 2013.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under: -

Name of Director	Designation	Category	Number of Board Meetings
			Directors Entitled to attend	Directors attended	Attendance of Last AGM
Mr. Surendra Kumar Jain	Managing Director	Executive & Promoter	9	9	Yes
Mr. Luv Sharma	Director	Non-Executive & Independent	0	0	NA
Mrs. Promila Sharma	Women Director	Non-Executive & Independent	3	3	NA
Mr. Bhupendra Kaushik	Director	Non-Executive & Independent	3	3	NA
Mr. Sujan Mal Mehta	Director	Non-Executive & Independent	7	7	Yes
Mr. Anil Prakash	Director	Non-Executive & Independent	7	7	Yes
Ms. Rajni Tanwar	Director	Non-Executive & Professional	6	6	Yes
Ms. Rekha Bhandari	Director	Non-Executive & Non Independent	8	8	Yes

Ms. Rekha Bhandari who was appointed as Non-Executive & Non Independent Director in Company ceases to be the Director of the company w.e.f. March 13, 2023 due to some personal reasons.

After closure of financial year Ms. Priti Jain and Ms. Rekha Bhandari was appointed as an additional Non-Executive & Non Independent Directors of the Company w.e.f. May 29, 2023. Mr. Subodh Kumar was appointed as an additional Non-Executive & Independent Directors of the Company w.e.f. August 10, 2023. Their appointment are subject to be regularized by the shareholders in the ensuing AGM of the company.

b) COMMITTEE MEETINGS: -

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members of which two members including Chairperson of the Committee is Independent Director. During the year (5) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met 5 times dated on 24/05/2022, 30/06/2022, 25/09/2022, 29/10/2022 and 03/02/2023 during the financial year. The Composition of audit committee and their attendance at the meeting are as under:

Name of Members	Category /	No. of Meetings
	Designation	Members entitled to attend	Members attended
Mr. Sujan Mal Mehta	Chairman*	5	5
Mrs. Promila Sharma	Chairperson**	5	5
Mr. Anil Prakash	Member*	5	5
Mr. Bhupendra Kaushik	Member***	0	0
Mr. Surendra Kumar Jain	Member***	0	0

* Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Director and Chairman of the Committee w.e.f. February 03, 2023.

** Mrs. Promila Sharma was appointed as Chairperson of the Committee w.e.f. February 03, 2023.

*** Mr. Bhupender Kaushik and Mr. Surendra Kumar Jain was appointed as Member w.e.f. February 03, 2023.

(ii) NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises three members. All are Non-Executive Directors, of which two including Chairperson of the Committee are Independent Directors. During the year, (4) Nomination & Remuneration Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 4 times dated on 24/05/2022, 15/09/2022, 29/10/2022 and 16/02/2023 in F.Y. 2022-23.

The Composition of Nomination & Remuneration Committee and their attendance at the Meeting are as under:-

Name of Members	Category/	No. of Meetings
	Designation	Members entitled to attend	Members attended
Mr. Anil Prakash*	Chairman	04	04
Mr. Bhupender Kaushik**	Chairman	0	0
Mr. Sujan Mal Mehta#	Member	04	04
Ms. Rajni Tanwar##	Member	03	03
Mr. Luv Sharma###	Member	0	0
Mrs. Promila Sharma#####	Member	1	1

* Mr. Anil Prakash Ceased to be Director & Chairman of the Committee w.e.f. February 03, 2023. ** Mr. Bhupender Kaushik was appointed as Chairman of the Committee w.e.f. February 03, 2023. # Mr. Sujan Mal Mehta ceased to be Director and Member of the Committee w.e.f. February 03, 2023. ## Ms. Rajni Tanwar ceased to be Director & Member w.e.f. November 05, 2022. ### Mr.Luv Sharma appointed as Member of the Committee w.e.f. March 16, 2023. ##### Mrs. Promila appointed as Member of the Committee w.e.f. November 05, 2022.

The amended/updated policy of nomination policy is also pLakhsed on website of the company i.e., www.sunshinecapital.in respectively.

(iii) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two including Chairperson of the Committee are Independent Director. During the year Two (2) Risk Management Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met 2 times dated on 10/07/2022 and 02/01/2023 during the financial year ended on March 31^st 2023. The Composition Risk Management committee and their attendance at the meeting are as under:

Name of Members	Category/	No. of Meetings
	Designation	Members entitled to attend	Members attended
Mr. Anil Prakash*	Chairman	2	2
Mr. Bhupender Kaushik**	Chairman	0	0
Mr. Sujan Mal Mehta*	Member	2	2
Mrs. Promila Sharma***	Member	1	1
Mr. Luv Sharma****	Member	0	0

*Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Directors, Member and Chairman of the Committee respectively w.e.f. February 03, 2023.

** Mr. Bhupender Kaushik was appointed as Chairman of the Committee w.e.f. February 03, 2023 *** Mrs. Promila Sharma was appointed as Member of the Committee w.e.f. November 05, 2022. ****Mr. Luv Sharma appointed as Member of the Committee w.e.f. March 16, 2023.

(iv) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members of which two members are Independent Director. During the year, (4) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 4 times dated on 23/05/2022, 20/09/2022, 05/11/2022 and 15/02/2023 and in the FY. 2022-23. The Composition of Stakeholders Relationship committee and their attendance at the meeting are as under: -

Name of Members	Category /	No. of Meetings
	Designation	Members entitled to attend	Members attended
Mr. Sujan Mal Mehta*	Chairman	3	3
Mrs. Promila Sharma **	Chairman	1	1
Mr. Anil Prakash*	Member	1	1
Mr. Bhupender Kaushik ***	Member	0	0
Mr. Luv Sharma****	Member	0	0

* Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Chairman and Member of the Committee respectively w.e.f. November 05, 20222 and February 03, 2023.

** Mrs. Promila Sharma was appointed as Chairperson of the Committee w.e.f. November 05, 2022. *** Mr. Bhupender Kaushik was appointed as Member of the Committee w.e.f. February 03, 2023 ****Mr.Luv Sharma appointed as Member of the Committee w.e.f. March 16, 2023.

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee comprises of three members of which two including Chairperson of the Committee are Independent Director. During the year Two (2) Asset Liability Management Committee Meetings were convened and held.

The Asset Liability Management Committee of the Board has been entrusted with the following Responsibilities:-

? To ensure proper funding and capital planning, management of capital markets risks, profit planning, forecasting and analyzing interest movements etc.

? The ALCO should actively monitor the companys liquidity profile and should have sufficiently broad representation across major internal functions that can be directly influence the companys liquidity risks profile (e.g. lending, investment, securities, wholesale and retail funding). ? The ALCO should ensure that the risk measurement system adequately identifies and quantifies risk exposure.

Meetings of the Committee:

The Committee met 2 times dated on 23/05/2022 and 20/09/202 during the financial Year ended March 31^st, 2023.The Composition Asset Liability Management Committee and their attendance at the meeting are as under:-

Name of Members	Category/Designation	No. of Meetings
		Members entitled to attend	Members attended
Mr. Sujan Mal Mehta*	Chairman	2	2
Mrs. Promila Sharma**	Chairman	0	0
Mr. Anil Prakash*	Member	2	2
Mr. Bhupender*** Kaushik	Member	0	0
Mr. Surendra Kumar Jain	Member	2	2

* Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Chairman and Member of the Committee respectively w.e.f. November 05 ,2022 and February 03, 2023.

** Mrs. Promila Sharma was appointed as Chairperson of the Committee w.e.f. November 05, 2022. *** Mr. Bhupender Kaushik was appointed as Member of the Committee w.e.f. February 03, 2023

(vi) INVESTMENT COMMITTEE:

The Investment Committee comprises of three members of which two including Chairperson of the Committee are Independent Director. During the year Two (2) Investment Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met one (2) times dated on 23/05/2022 and 20/09/2022 during the Financial Year ended March 31^st, 2023.

The Composition Investment Committee and their attendance at the meeting are as under: -

Name of Members	Category/	No. of Meetings
	Designation	Members entitled to attend	Members attended
Mr. Sujan Mal Mehta*	Chairman	2	2
Mr. Bhupender Kaushik **	Chairman	0	0
Mr. Anil Prakash*	Member	2	2
Mrs. Promila Sharma***	Member	0	0
Mr. Surendra Kumar Jain	Member	2	2

* Mr. Sujan Mal Mehta and Mr. Anil Prakash Ceased to be Chairman and Member of the Committee respectively w.e.f. November 05, 2022 and February 03, 2023.

** Mr. Bhupender Kaushik was appointed as Chairman of the Committee w.e.f. February 03, 2023 *** Mrs. Promila Sharma was appointed as Member of the Committee w.e.f. November 05, 2022.

Compliance Officer:

Name of the Compliance Officer	Contact Details	E-Mail ID
AMIT KUMAR JAIN	011-23582393	sunshinecapital95@gmail.com
(Company Secretary)
Surendra kumar Jain	011-23582393	sunshinecapital95@gmail.com
(Managing Director)

(17) SHAREHOLDERS MEETING

There is only two Share Holders Meeting i.e. one Annual General Meeting held on 29.09.2022 at 02:00 P.M. through Video Conferencing ("VC")/ Others Audio Visual Means ("OAVM") and one Extra Ordinary General

Meeting held on 28.02.2023 at 02:15 P. M through Video Conferencing ("VC")/ Others Audio Visual Means

("OAVM").

(18) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are not applicable to NBFC company. Further details of investment are given in the Notes to the Financial Statements.

(19) INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in p Lakhse in the Company so as to ensure:

(1) The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

(20) DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e., www.sunshinecapital.in .

(21) GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company. 3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

(22) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties for the Financial Year 2022-23 is annexed herewith to the Financial Statements in Form No AOC -2.

(23) MANAGEMENT DISCUSSION ANALYSIS REPORT

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

(23) CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015, Report on Corporate Governance is applicable as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is INR 13,02,09,000/- (Rupees Thirteen Crore Two Lakh Nine Thousand Only) and Net worth is INR 103,06,18,003/- (Rupees One hundred three Crores Six Lakhs Eighteen Thousand Three Only) as at March 31^st, 2023. Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

(25) AUDITORS A. STATUTORY AUDITORS:

M/s Tiwari & Mishra, Chartered Accountants (Firm Registration No. 018393N), Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in the 28^th Annual General Meeting held on September 29, 2022, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2022-23 to 2026-27.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments.

The Auditors Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

(a) Statutory Auditors Report

The Auditors have given the Statutory Auditors Report for the FY ended 31^st March, 2023 and is annexed herewith marked as Annexure-III and forms part of the Annual Report.

(b) Statutory Auditors Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

B. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Practicing Company Secretaries) as Secretarial Auditor to conduct the Secretarial Audit for the F.Y. 2022-23.

(i) Secretarial Auditors Report

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

(ii) Secretarial Auditors Observations

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

C. INTERNAL AUDITOR

The Company has appointed Mr. Sudhish Kumar Verma as an Internal Auditor of the Company for the Financial Year 2022-23.

(i) Internal Auditors Report

Mr. Sudhish Kumar Verma pLakhsed the internal audit report to the Company.

(ii) Internal Auditors Observations

Internal audit report is self-explanatory and need no comments.

(26) MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to the Company.

(27) ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market pLakhse and a good reputation is among the primary determination of value to the shareholders. For this purpose, the Management has listed its shares on Bombay Stock Limited (BSE) having nationwide trading platform.

(28) PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31^st March, 2023.

Sr. No. Name of Directors	Remuneration P.A.	Ratio to Median Remuneration of Employees
1. Mr. Surendra Kumar Jain	NIL	NIL

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

2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2022-23: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the rolls of the company as on 31^st March, 2023 is 9 (Nine)

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

(29) DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN INE974F01017 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participants 86.93% and balance 13.07% is in the physical form of the companys paid-up Share Capital is in dematerialized form as on 31^st March, 2023.

(30) LISTING OF SHARES

The Company has got listed 1,30,20,900 Equity Shares of INR 10/- each on Bombay Stock Exchange (BSE).

(31) CREDIT RATING

The directors of the Company are pleased to report that the Company is registered with all 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 Credit Information Company of India Pvt. Ltd, CRIF High Mark Credit Information Services Pvt. Ltd.

(32) EXPOSURE TO REAL ESTATE

During the year, Company has Outstanding Balance/Exposure in Real Sector to INR 34.58 (In Crore).

S. No. Name of the Borrower	Amount (In Rs.)
1 Ambition Hotels Pvt. Ltd.	20,99,775/-
2 Amiable Hotels Pvt. Ltd.	10,81,590/-
3 Antaral Hotels Pvt. Ltd.	5,21,372/-
4 Best Real Build India Pvt. Ltd.	5,90,00,001/-
5 Best Reality LLP	12,39,61,431/-
6 Makeshift Hotels Pvt. Ltd.	13,39,910/-
7 Ridhi Sidhi Malls & Multiplexs Pvt. Ltd.	5,05,20,706/-
8 ROI Hotels India Pvt. Ltd.	8,20,637/-
9 Saha Buildestate Pvt. Ltd.	6,30,544/-
10 Saha Infratech Pvt. Ltd.	35,39,99/-
11 Sunworld Residency Pvt. Ltd.	10,23,14,097/-
Total	34,58,30,062/-

(33) CAPITAL FUND TO RISK WEIGHTED ASSETS

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

Particulars	(In %)
Tier-I Capital	115.50
Tier-II Capital	0.12
Total	115.62

(34) HEALTH, SAFETY AND ENVIRONMENT PROTECTION

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

(35) HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on

Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

(36) DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE

COMPANIES ACT, 2013

During the year under review, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-23.

(37) COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/ guidelines issued from time to time.

(38) SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial 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 revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

(39) SEXUAL HARASSMENT OF WOMEN AT WORKPLAKHSE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in pLakhse an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the WorkpLakhse (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, 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 and disposed off during the financial year 2022-23.

? No of complaints received :	0
? No of complaints disposed off :	N.A.

(40) DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors comprising of Mr. Bhupendra Kaushik, an Independent Director as the Chairman, Mrs. Promila Sharma and Mr. Luv Sharma, both are Independent Directors, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc. The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is continuously reviewed by the Management of the Company.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

(41) DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

(42) DETAILS OF CRYPTO / VERTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during Financial Year 2022-23.

(43) MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year of the Company i.e. March 31, 2023 till date of this Report.

(44) 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 regulators or courts or tribunals impacting the going concern status of the company.

(45) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read 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 the following: NIL

Steps taken by the company for utilizing alternate sources of energy including waste generated: NIL

B. Technology absorption

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical know, how from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from 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 not incurred any expenditure on research and development.

C. Foreign Exchange Earnings/Outgo:-

Foreign Exchange Earnings and Outgoings	31st March, 2023	31st March, 2022
Earnings in Foreign Currency (FOB Value of exports)	NIL	NIL
Expenditure in Foreign Currency	NIL	NIL

(46) DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no Application made or proceeding in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

(47) CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The

Code of Conduct is available at companys website http://www.sunshinecapital.in/.

(48) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

(49) GREEN INITIATIVES

This year too, Annual Report and the notice of the 29^th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take pLakhse in the manner so laid down.

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers, Customers, Dealers and Vendors for their valuable support and assistance. The Directors wish to pLakhse on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review. The Company will make every effort to meet the aspirations of its shareholders and wish to 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 JAIN	PRITI JAIN
DATE: 28th August, 2023	MANAGING DIRECTOR	DIRECTOR
PLAKHSE: NEW DELHI	DIN: 00530035	DIN: 00537234

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:-

(a) Name(s) of the related party and nature of relationship: NIL (b) Nature of contracts/ arrangements/ transactions: NIL

(c) Duration of the contracts/ arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value: NIL (e) Justification for entering into such contracts or arrangements or transactions: NIL (f) Date of approval by the Board: NIL

(g) Amount paid as advances: NIL

(h) Date on which the special resolution was passed in general meeting as required under first provision to section 188: NIL

2. Details of material contracts or arrangement or transactions at arms length basis:-

Sl. No. Names of the related party and nature of relation-ship	Nature of contracts / arrangements/transaction	Duration of contracts/arrangements /transaction	Salient terms of the contracts or arrangements or transactions including the value	Date of approval by the Board, if any	Amount paid as advances if any
1 Babita Jain (Relative of KMP)	Loan of Loan	5 years	Rs 1,88,45,680/-	25.07.2019	NIL
2 Virendra Jain (Relative of KMP)	Loan Given	5 Years	Rs 8,72,88,202/-	19.08.2019	NIL
3. Surendra Kumar Jain (Managing Director)	Director Remuneration	1 year	Rs 36,00,000/-	08.04.2022	NIL
4. Babita Jain (Relative of KMP)	Remuneration	1 year	Rs 18,00,000/-	29.06.2022	NIL
5. Amit Kumar Jain (Company Secretary)	KMP Remuneration	1 year	Rs 1,80,000/-	05.05.2022	NIL