DIRECTOR'S REPORT The Members Sunshine Capital Limited The Directors have pleasure in submitting their Annual Report on the business and operations of the Company alongwith the Audited Financial Statement for the financial year ended 31st March, 2015. OPERATIONAL PERFORMANCE: During the financial year 2014-15, the Company has recorded revenue of Rs. 1,19,25,159 /-. The Company has earned net profit of Rs. 3,376,418/- during the year as compared to profit Rs. 13,513,246/- in the last year. The Directors are optimistic about future performance of the Company. TRANSFER TO RESERVES: During the year under review Company has transferred Rs. 669,848/- to the Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India. 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. NBFC REGISTRATION: The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.01266 dated 25th September 1998. SUBSIDIARY COMPANIES: The Company does not have any subsidiary company. 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 ensuring future. DEPOSITS: During the year, the Company has not invited/accepted any deposits under Companies Act,2013. NO. OF BOARD MEETINGS HELD: The Board of Directors duly meets 15 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows: 25th April, 2014, 30th April, 2014, 05th May, 2014, 05th June, 2014,12th June, 2014,14th August,2014. 26th August, 2014, 30th September, 2014, 27th October, 2014, 30th October, 2014, 15th December, 2014, 6th January, 2015, 19th January, 2015, 21st February, 2015, 23rd February,2015. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rajni was appointed as an Independent Director by the Board on 5th June, 2014. RE-APPOINTMENT OF DIRECTOR: Mr. Surender Kumar Jain, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends their re-appointment. CESSATION: During the year Mr. Vivek Kumar expressed his inability to continue as a Director due to other commitments and submitted his resignation. The Board of Directors has accepted the same and placed on record its appreciation for the services rendered by Mr. Vivek Kumar during his tenure as Director of the Company. DECLARATION BY INDEPENDENT DIRECTORS: 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 Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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. KEY MANAGERIAL PERSONNEL: The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review: (i) Mrs. Priti Jain, Managing Director (ii) Ms. Priyanka Sharma, Company Secretary Ms. Megha Bansal an Associate member of the ICSI, Delhi has been appointed by the Board of Directors as Company Secretary of the Company with effect from 01st April, 2015. During the year Ms. Priyanka Sharma, Company Secretary of the Company has shown her desire to discontinue her services as Secretary of the Company, due to her pre-occupation. The Board of Directors has accepted the same and placed on record her appreciation for the services rendered by Ms. Priyanka Sharma during her tenure as Secretary of the Company. AUDITORS OBSERVATIONS: With reference to observations of Statutory Auditors with heading of opinion of the Auditor's Report, Management comments are as given below: (a) The management has considered all long term investments are to be carried at cost less diminution in the value except for temporary diminution. The management of the company has considered this diminution of 12.00 Crores as temporary diminution. In the future years whenever the market will boom, the market price of the investment will increase. AUDITORS: STATUTORY AUDITORS: Mr. Anil Kumar (M. No. 86223), Chartered Accountant as Statutory Auditors of the company needs to be holds office until the conclusion of the ensuing annual general Meeting and is recommended for re-appointment. A Certificate from the Auditor has been received to the effect that his re-appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment within the meaning of section 141 of the said Act. AUDITORS' REPORT: The Auditors' Report is annexed herewith marked as Annexure-ll and forms part of the Annual Report. SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS: The Company has appointed Mr. Astik Mani Tripathi Proprietor of M/s Astik Tripathi & Associates having C.P. No. 10384 to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report is annexed herewith marked as Annexure-lll to this report in Form No. MR-3. There is a qualification in the report that Company did not appoint Chief Financial Officer during the audit period. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer. EXTRACT OF THE ANNUAL RETURN: The Extract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV. APPOINTMENT OF INTERNAL AUDITOR: The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company for the financial year 2014-15. Mr. Deepak Tyagi placed the internal audit report to the Company which is self explanatory and need no comments. 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. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of contracts or arrangements with related parties for the financial year 2014-15 is annexed herewith to the financial statements in Form No. AOC -2. LISTING OF SHARES: The Equity Shares of the Company i.e. 1,30,20,900 equity shares of Rs. 10/- are listed at the Delhi Stock Exchange Limited and Jaipur Stock Exchange, but as per SEBI circular No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014, DSE has been derecognized as Stock Exchange. Application for listing of 1,30,20,900 Equity Shares has been proposed on BSE Limited as per BSE Direct Listing Norms in order to create Value for all the stakeholders. DEMATERILISATIQN OF SHARES: The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The 151N No. INE974F01017 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participates. 63.02% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 36.98% is in physical form. CREDIT RATING: The Directors of the Company are also happy to report that the Company gets its membership Certificate from all four CICs i.e, 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. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998: Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998, 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. 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, 2015 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. 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. CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report. MANAGEMENT DISCUSSION ANALYSIS REPORT: The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report. 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. 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 following is a summary of sexual harassment complaints received and disposed off during the year 2014-15. • No of complaints received : 0 • No of complaints disposed off : N.A. 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. PARTICULARS OF 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. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO: The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it. 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 Priti Jain Chairman & Managing Director DIN:00537234 Place: New Delhi Date: 31.08.2015 |