Sungold Capital Ltd Directors Report

Dear Members,

Your Directors are pleased to present 31st Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The Boards Report shall be prepared based on the financial statements of the company

Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Revenue from operation	179.70	131.73
Other Income	0.70	4.25
Total Revenue	180.39	135.97
Total Expense (Excluding Depreciation)	176.27	131.14
Gross Profit before depreciation and tax	3.51	4.83
Depreciation	0.61	0.00
Net Profit before tax	3.51	4.83
Tax Expense	0.88	1.22
Net Profit After Tax	2.63	3.62
Balance of Profit brought forward	99.98	97.09
Balance available for appropriation	2.63	3.62
Proposed Dividend on Equity Shares	Nil	Nil
Tax on proposed Dividend	Nil	Nil
Transfer to General Reserve	0.53	0.72
Surplus carried to Balance Sheet	102.09	99.98
Earning Per Shares (EPS)
Basic	0.014	0.020
Diluted	0.014	0.020

2. OPERATING PERFORMANCE:

During the year under review the Company has generated total revenue of Rs 180.39 Lakhs as compared to 135.97 Lakhs of the previous financial year. The Company achieved net profit of Rs 2.63 Lakhs as compared to Rs 3.62 Lakhs in previous financial year. The directors are continuously looking for new avenues for future growth of the Company.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is provided as a separate section forming part of the Annual Report.

4. DIVIDEND:

In order to conserve the resources and for further growth, the Company does not propose to pay any dividend.

5. DEPOSITS:

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.

6. AMOUNT TRANSFER TO RESERVE:

During the FY 2022-2023, the Company has transferred an amount of Rs.0.53 Lakhs/- (P.Y. of Rs. 0.72 Lakhs/-) equivalent to 20% of profit after tax of the Company to special reserve account in compliance with Section 45 IC of the RBI Act.

7. SHARE CAPITAL:

The Share capital of the Company as on March 31, 2023 was Rs. 18,40,34,850/-. During the year under review, the Company neither issued any shares with differential voting rights nor granted stock options and sweat equity. As on March 31, 2023 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

8. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return is available on the website of the company -Web address: https://sungoldcapitallimited.com

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

As company is an NBFC and engaged in business of loan and advance, Section 186 is not applicable to the Company by virtue of exemption given in subsection (11) of section 186.

10. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure I to this report.

11. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arms length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year 2022-23, in Form AOC-2 is enclosed as Annexure II.

The policy on related party transactions and dealing with related party transactions is available on the website of the Company at the below link: http://sungoldcapitallimited.com/wp-content/uploads/2019/11/5.-Policy-on-Related-Party-Transactions.pdf

12. CORPORATE SOCIAL RESPONSIBILITY:

The present financial position of the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND

DATE OF REPORT

There have been no material change and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report.

14. CHANGE IN PLACE OF MAINTAINING BOOKS OF ACCOUNTS

The Members are hereby informed that the consent of Board was obtained by the Company to maintain its Books of accounts at the Registered office instead of Corporate office.

Further, the Company shall not carry on its operations from the Corporate office of the Company, and will operate from its Registered office.

15. MATERIAL EVENTS

During the period under the review there has been no material events taken place in the company.

16. DETAILS OF JOINT VENTURE/SUBSIDIARY /ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have joint venture/subsidiary/associate companies during the financial year 2022-2023.

17. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014.

18. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Pillai, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.

There is no change in the Directors of the Company during the Financial Year 2022-2023.

None of the other Directors of the Company are disqualified under Section 164 of Companies Act, 2013.

During the year Ms Shreya Shah, Company Secretary and Compliance Officer of the Company resigned w.e.f 03.07.2023 in the company and Ms Shruiti Asati, is appointed as Company Secretary and Compliance Officer of the Company w.e.f 22.08.2023.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company at the below link: http://sungoldcapitallimited.com/wp-content/uploads/2022/06/9.NOMINATION-AND-REMUNERATION-POLICY.pdf

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

20. DECLARATION BY AN INDEPENDENT DIRECTOR:

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015.

21. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of Independent Directors, Board, Committees and other individual Directors, process of performance evaluation has been carried out as per Nomination and Remuneration Policy.

22. MEETINGS:

During the year 7 (Seven) Board Meetings, 4(Four) Audit Committee Meetings, 1(One) Stakeholder Relationship Committee Meetings and 1 (One) Nomination & Remuneration Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

An Independent Directors Meeting was held on January 17, 2023.

23. COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & DisclosureRequirement) Regulation, 2015. The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted the whistle blower mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. There has been no change to the Whistle blower Policy adopted by the Company during the year.

The details of the policy are available on the website of the Company at the below link: http://sungoldcapitallimited.com/wp-content/uploads/2019/11/6.-Whistle-Blower-Policy.pdf

25. STATEMENT OF MATERIAL SUBSIDIARY:

The Company currently does not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries can be viewed on our website: http://sungoldcapitallimited.com/wp-content/uploads/2019/11/8.-Policy-on-Material-Subsidiary.pdf

ACCOUNTING METHOD

The Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act. In accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Auditors Report form part of this Annual Report.

The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act, as amended from time to time. Further, the Company follows the Master Directions issued by RBI for NBFCs. The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statements have been consistently followed in the previous year.

RISK MANAGEMENT

Risk Management is at the core of our business and ensuring we have the right risk-return trade-off in line with our risk appetite is the essence of our Risk Management practices while looking to optimize the returns that go with that risk. The Board has constituted a Risk Management Committee as required under RBI Master Directions read with Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the Risk Management Plan of the Company. The Company has in place a Risk Management Policy ("RMC Policy") which has been uploaded on the website of the Company https://sungoldcapitallimited.com/

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, a Report on Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year as stipulated under Regulation 34(3) of the Listing Regulations is separately given and forms part of this Annual Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report issued by Practicing Company Secretaries under Form MR - 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year. The Company has engaged the services of Amruta Giradkar and Associates (CP No. 19381), Company Secretaries for providing this certification

APPLICATION/PROCEEDING PENDING UNDER IBC

None of the application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has updated the same on the website of the company. During the year Company has not received any complaint of harassment.

28. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act.

That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit or loss of the Company for the financial year ended March 31, 2023.

That proper and sufficient care has been taken for 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 preventing and detecting fraud and other irregularities.

That the Annual Financial Statements have been prepared on a going concern basis.

That proper internal financial control was in place and that the financial controls were adequate and were operating effectively.

That system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

29. STATUTORY AUDITORS & AUDITORS REPORT

At the Twenty-Sixth AGM held on July 10, 2018 the Members approved appointment of M/s. Bhatter & Company, Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the Conclusion of 26th Annual General Meeting till the Conclusion of 31st AGM of the Company. Tenure of Existing Statutory Auditor i.e M/s. Bhatter & Company, Chartered Accountants, is going to complete at ensuring Annual General Meeting. Accordingly, the Board of Directors, upon the recommendation of Audit Committee, has recommended to appoint M/s. J. Singh & Co., Chartered Accountants (Firm Registration No. 110266W) and (Membership No. 100748), as the Statutory Auditor in place of retiring Auditors of the company for a term of five years commencing from the conclusion of the ensuing 31st Annual General Meeting of the Company to be held for the financial year 2022-2023 subject to approval of Shareholders in ensuing Annual General Meeting. The Company has received Certificate from M/s. J. Singh & Co., Chartered

Accountants stating that the appointment if made will be in accordance with conditions prescribed in rules and the auditor satisfies criteria provided under Section 141 of the companies Act, 2013. The Statutory Auditors Report for the FY 2022-2023, does not contain any qualification , reservation or adverse remark or disclaimer , the same forms part of this Annual Report . The Statutory Auditors of the company have not reported any matter under Section 143(12) of the Companies Act, 2013.

30. SECRETARIAL AUDIT REPORT

The Secretarial Audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, SEBI (LODR) etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure - III.

31. INTERNAL AUDITOR

The Company had appointed M/s. Ravjani Jemani & Co., Chartered Accountant, Chartered Accountants as Internal Auditor of the Company to carry out the Internal Audit Functions. The Internal Auditor submits a "Yearly Report" to the Audit Committee for its review.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

33. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors is attached as ‘Annexure IV. There were no employees receiving remuneration above the prescribed limit in terms of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014.

34. SIGNIFICANT OR MATERIAL ORDERS

No significant or material orders has been passed against the Company during the year under review.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy and technology absorption.

The operation of the company, being financial services related, requires normal consumption of electricity. The company is taking every necessary step for reducing consumption of energy.

(B) Foreign Exchange Earnings And Outgo:

There was no foreign exchange earnings foreign exchange outgo for the year ended as on March 31, 2023.

36. RESERVE BANK OF INDIA DIRECTIONS

Company is categorized as a non-deposit taking, non-banking finance company (NBFC). Company has complied with the directives issued by the Reserve Bank of India under the Non-Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time as on March 31, 2023.

37. INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy can be viewed on our website: http://sungoldcapitallimited.com/wp-content/uploads/2021/05/7.Code-of-Insider-Trading.pdf

38. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) as well as the Report on Board of Directors (SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by the Company.

39. DISCLOSURE ABOUT COST AUDIT

Maintenance of Cost Records and requirement of Cost audit as prescribed under provisions of Section 148(1) of the Act, are not applicable for business activities carried out by the Company.

40. CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year 2022-2023 the Company has shifted its Regisrtered Office within the local limts of city. On 14.03.2023 Company shifted its registered office from House No 7/13 Opp White Tower , Station Road, Rajpipla, Nandod, Narmada Gujarat - 393145, to Ground Floor, 36, Shri Rang Residency, Vadia, Rajpipla, Narmada 393145

41. OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review: there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. there was no public issue, rights issue, bonus issue or preferential issue, etc. there was no issue of shares with differential rights. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF). no significant or material orders were passed by the Regulators or Honble Courts or Tribunals which impact the going concern status and Companys operations in future. vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016. there was no failure to implement any Corporate Action. there were no borrowings from Banks or Financial Institution and no instance of one-time settlement with any Bank or Financial Institution.

42. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company for their continued co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI & Bombay Stock Exchange Limited and all other statutory and/or regulatory bodies.

Place: Rajpipla	For and on behalf of the Board of Directors
Date: 11.08.2023
	Sd/-
	Rajiv Kotia
	Chairman & Managing Director
	DIN:00135912