Sun Source (India) Ltd Directors Report.
SUN SOURCE (INDIA) LIMITED
Your Directors are presenting the 26thAnnual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2018.
1. FINANCIAL RESULTS:
|Amount in Rupees|
|Particulars||For the financial year ended 31st March, 2018||For the financial year ended 31st March, 2017|
|Profit/(Loss) before tax||(1579275)||2803468|
|Less: Provision for tax||-||-|
|Income Tax of earlier years w/off||-||-|
|Profit after Tax||(1579275)||2803468|
2. TRANSFER TO RESERVES:
During the financial year, the Company did not transfer any amount to reserve.
In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.
4. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the financial year.
5. PUBLIC DEPOSITS:
During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
6. THE STATE OF COMPANYS AFFAIRS AND OUTLOOK
The Company continues to explore various opportunities to expand the business lines of the company. Since last so many years, the Company has not generated any Revenue. But the Company is now evaluating other business avenues that will help to diversify the business and grow the Company.
7. BOARD MEETINGS/COMMITTEE MEETINGS:
During the financial year, 5 (Five) Board Meetings, 5 (Five) Audit Committee, 5 (Five) Nomination and Remuneration Committee and 5 (Five) Stakeholder Relationship Committee Meetings were held the details of which are given in the Corporate Governance Report forming part of the Annual Report.
8. COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee Comprises of Three Directors. Composition of the Audit Committee during the financial year 2017-2018 is as follows:
|Sr. No.||Name of the Committee Members||Designation|
|1||Mr. Ikshit Amin||Chairman|
|2||Mr. Dinesh Patel||Member|
|3||Mr. Ashok Gajjar||Member|
There were no matters during the financial year 2017-2018, wherein the Board of Directors did not accept recommendations given by the Audit Committee.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:
(i) in the preparation of the annual accounts, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis.
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, applicable Secretarial Standards and that such systems are adequate and operating effectively.
10. STATEMENT ON INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015).
11. EXTRACT OF ANNUAL RETURN:
The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure A to this Report.
12. COMPANYS POLICY RELATING TO DIRECTORS:
The Companys policy relating to appointment of Directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under section 178(3) of The Companies Act 2013 is available on Companys website www.sunsource.in. as well as policy annexed herewith in Annexure E
13. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK:
There is No Qualification or Adverse Remarks or disclaimers made by the auditors in their report on the financial statement of the company for the financial year ended 31st March, 2018.
There is No Qualification or Adverse Remarks or disclaimers made by the Secretarial Auditor in his report of the Company for the financial year ended 31st March, 2018.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 and rules made there under during the year under review and hence the said provision is not applicable.
15. RELATED PARTY TRANSACTIONS:
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 and rules made there under during the year under review.
16. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statement relate and the date of the report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
Conservation of Energy:
a. Steps taken or impact on conservation of energy: Taking in to consideration of stumpy/null business activities of the Company, the Company has not spent any substantial amount on Conservation of Energy to be disclosed here.
b. Technology Absorption:
|Efforts made towards technology absorption||Considering the stumpy/null business activities of the Company, there is no requirement with regard to technology absorption.|
|Benefits derived like product improvement, cost reduction, product development or import substitution|
|In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):|
|Details of technology imported||Nil|
|Year of import||Not Applicable|
|Whether the technology has been fully absorbed||Not Applicable|
|If not fully absorbed, areas where absorption has not taken place, and the reasons thereof||Not Applicable|
|Expenditure incurred on Research and Development||Nil|
c. Foreign exchange earnings and outgo: There was no foreign exchange inflow or Outflow during the year under review.
18. RISK MANAGEMENT:
Risk Management policy of the Company has been developed and implemented, recommended by the Audit Committee and approved by Board of Directors. In the opinion of the board the below given risks may threaten the existence of the Company:
External Risk Factors:
a. Economic Environment
b. Market conditions
Internal Risk Factors:
a. Contractual Compliance
b. Environmental Management
c. Human Resource Management
d. Change in Management
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. Hence, provision of CSR is not applicable to the Company.
19. PERFORMANCE EVALUAITON:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
The Directors expressed their satisfaction with the evaluation process
20. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY:
There are no subsidiary, associate company or joint ventures of our Company during the year under review.
21. CHANGE IN DIRECTORS/KEY MANAGERIAL PERSONNELS:
Mrs. Priti Gajjar (DIN: 02165833), Whole Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re-appointment. Your Directors recommend her re-appointment. Other than this, there was no change in Directorship of the Company during year 2017-18.
22. COST RECORDS:
During the financial year, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
23. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014:
During the financial year 2017-18, no remuneration /Commission was paid to any of the directors of the Company.
The Company is having website i.e. www.sunsource.in. and annual return as of the Company referred to in sub-section (3) of section 92 shall be placed on such website at www.sunsource.in.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of the Directors Report is annexed herewith as Annexure C .
M/s. Joshi Jain & Co., Chartered Accountants (FRN. 128820W), were re-appointed as the Statutory Auditors of the Company in 24th Annual general meeting to hold office till the conclusion of 27th Annual General Meeting as per the provisions of Section 139 of the Companies At, 2013. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made thereunder, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting ("AGM") has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.
Further, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.
Mr. Nitin Sharma, Practising Company Secretary (Membership No.FCS8518 CP NO. 9761) has been appointed as Secretarial Auditor for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure B
27. SECRETARIAL STANDARDS COMPLIANCE:
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively
28. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No Significant and Material order was passed by any authority during the year under review impacting the going concern status and companys operation in future.
29. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial control system with reference to the Financial Statements.
30. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT 2013:
The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 we report that, during 2017-18, no case has been filed under the said act.
31. CORPORATE GOVERNANCE REPORT:
As required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report. (Annexure D).
32. VIGIL MECHANISM:
The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with the provisions of Companies Act, 2013 as well as regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the company at link: www.sunsource.in
a. Buy Back of Securities:
The Company has not bought back any of its shares during the year under review.
b. Sweat Equity & differential voting rights shares:
The Company has not issue any Sweat Equity Shares and any Equity Shares having differential voting rights during the year under review.
The Company has not provided any Stock Option Scheme to the Employee.
The Board of Directors records its grateful thanks to all the stakeholders of the Company for their continued support and co-operation.
One Sonal Industrial Estate (Khoda),
Sanand Viramgam Highway,
Ahmedabad - 382170.
On behalf of the Board of Directors
For SUN SOURCE (INDIA) LIMITED
Chairperson & Whole Time Director
Add: 9, PARISHRAM SOC,