Sunshine Capital Ltd Directors Report.

To

The Members

Sunshine Capital Limited

The Directors have pleasure in submitting their 25th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2019.

1. FINANCIAL SUMMARY HIGHLIGHTS

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

(IN )
PARTICULARS 31ST MARCH, 2019 31ST MARCH, 2018
Total Income 1,11,38,564 20,65,337
Profit/(Loss) before tax 61,55,645.93 2,69,476
Current Tax (12,26,399) (1,37,858)
MAT Credit - -
Deferred Tax (24,954.91) (10,594)
Profit/(Loss) after tax 49,04,292 1,21,024

2. STATE OF COMPANY AFFAIRS

During the financial year 2018-19, the Company has recorded Revenue of 1,11,38,564/-.The Company has earned Net Profit of 49,04,292/- during the year as compared to Profit of 1,21,024/- in the last year. The Directors are optimistic about future performance 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 Year 2018-19 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 was 13,11,00,000/- and Paid up Share Capital as on 31st March, 2019 was 13,02,09,000/- and there was no change in share capital of the company during the year.

7. DIVIDEND

As the company kept the profits for investment in better projects it regret not to recommend 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, 58,284/- to the Statutory Reserves Fund from the profits of the Company in accordance with the provision of Section 45-IC of the Reserve Bank of India.

9. NON-ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not invited/accepted any public deposits or any fixed deposits during the financial year 2018-19. Hence, there are no defaults in repayment of amount of principal and interest as on the date of balance sheet.

10. RBI GUIDELINES

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

11. NBFC REGISTRATION

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

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

Pursuant to the Non-Banking Financial Companies’ Auditor’s Report (Reserves Bank) directions, 2016, a report from the Statutory Auditors to the board 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.

13. BOARD MEETINGS HELD DURING THE YEAR

The Board of Directors duly met Seven (7) Times during the Financial Year from 1st April, 2018 to 31st March, 2019. The dates on which meetings were held are as follows: 09th May, 2018, 26th May, 2018, 15th June, 2018, 10th August, 2018, 13th September, 2018, 12th November, 2018, 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 the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board of Directors recommends their re-appointment.

B. DECLARATION BY INDEPENDENT DIRECTORS

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

C. 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:

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. 12th November, 2018. Further Mrs. Priti Jain was resigned from the post of Managing Director from 10th August, 2018.

** Ms. Astha Mishra was appointed as Company Secretary from 13th September, 2018. Further Ms. Astha Mishra was resigned from the post of Company Secretary w.e.f. 13th July, 2019. Further Ms. Megha Bansal has resigned from the post of Company secretary from 03th May, 2018.

*** Mrs. Sangeeta was appointed as Chief Financial Officer W.e.f 12th November, 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 carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholders ‘Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(5) of the Companies Act, 2013 the Board confirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

• The Directors had 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 31st March, 2019 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.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of 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 with the Size of the Company and same were operating throughout the year. The Company has in house Internal Audit Function.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

In pursuant to the provision of Section 177 (9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company www.sunshinecapital.in

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties for the Financial Year 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 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.

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 Auditor’s Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report and attached under Annexure II.

21. AUDITORS

A. STATUTORY AUDITOR

To appoint M/s MAK & Co., Chartered Accountants (FRN -028454N), as statutory auditors of the company, to hold office form the conclusion of this Annual General Meeting until the conclusion of Annual General Meeting (AGM) of the company to be held in the F.Y 2023-24, on such remuneration as may be fixed in this behalf by the Board of Directors of the Company."

In this regard, Written Consent have submitted by Statutory Auditors for their eligibility and qualification to be appointed as Statutory Auditors of the company in terms of Section 139 of the Companies act, 2013 and also satisfy the criteria provided in section 141 of the Companies Act, 2013.

(i) Statutory Auditor’s Report

The Statutory Auditors’ Report is annexed herewith marked as Annexure-III and forms part of the Annual Report.

(ii) Statutory Auditor’s Observations

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

B. SECRETARIAL AUDITOR

The Company has appointed M/s Babita and Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit.

(i) Secretarial Auditor’s Report

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

(ii) Secretarial Auditor’s Observations

There is a qualification in the report that appointed Chief Financial Officer on 12.11.2018.

For this, Management clarified that, Company was in the search of suitable candidate for the post of Chief Financial Officer. And Company appointed Chief Financial Officer on 12th November, 2018.

Another qualification is that The Company has not complied with the provision of Section 173(3) of the Companies Act, 2013 read with The Companies (Meeting of Board and its Power) Rules, 2014 for maintaining the proof of Sending Notice & Agenda of Board Meeting to its Directors during the audit period.

For this management clarified that we have all the proof of Sending Notice & Agenda of Board Meeting to its Directors but due to some reasons we have lost some documents from our office. Unfortunately proof of Sending Notice & Agenda of Board Meeting to its Directors was also included in that.

C. INTERNAL AUDITOR

The Company has appointed Ms. Heena Arya as an Internal Auditor of the Company for the F.Y. 2018-19.

(i) Internal Auditor’s Report

Ms. Heena Arya placed the internal audit report to the Company.

(ii) Internal Auditor’s Observations

Internal audit report self explanatory and need no comments.

22. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government under subsection (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.

23. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the market place 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.

24. PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended, has been furnished herein below.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

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

1. % increase/decrease in the Median Remuneration of Employees in the Financial Year 2018-19 is NIL.

2. The Median Remuneration of employees of the Company during the financial year was NIL.

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 Managerial Personnel and other Employees.

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules 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 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. 79.30% and balance 20.69% is in physical form of the Company’s Paid-up Share Capital is in dematerialized form as on 31stMarch, 2019.

26. CREDIT RATING

The Directors of the Company are pleased to report that the Company is registered with all four RBI Authorized CIC’s Companies i.e. TransUnion CIBIL Limited (Formerly: Credit Information Bureau (India) Limited).Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information 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. 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.

30. 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 Company’s Human Resources is commensurate with the size, nature and operations of the Company.

31. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe 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 2018-19.

32. 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.

33. 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.

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 requirements of the Sexual Harassment of Women at the Workplace (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 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, 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 provided elsewhere in this Annual Report in Management Discussion and Analysis Report.

36. 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.

37. 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

Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the company and the date of this report.

38. 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.

39. 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: 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 knowhow 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, 2019 31st March, 2018
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency NIL NIL

ACKNOWLEDGEMENT

The Directors are thankful to the Bankers, Customers, Dealers and Vendors for their valuable support and assistance. The Directors wish to place 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 JAINANIL PRAKASH
DATE: 04.09.2019 MANAGING DIRECTOR DIRECTOR
PLACE: NEW DELHI DIN: 00530035DIN: 05187809