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Directors Report of Sun Source (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

PARTICULARS Particulars for Year ended (Amount in Rs.)

Current Year Previous 31st March Year 2015 31st March 2014

Net Sales /Income from Business 6694625 22443695 Operations

Other Income 3616 3343

Total Income 6698241 22447038

Less Depreciation 1866126 2018255

Profit after depreciation 2211414 -2369230

Less Current Income Tax

Less Previous year adjustment of Income -- -- Tax

Less Deferred Tax -- --

Net Profit after Tax -2211414 -2369230

Dividend (including Interim if any and -- -- final)

Net Profit after dividend and Tax -2211414 -2369230

Balance carried to Balance Sheet -2211414 -2369230

2, DIVIDEND

In view of the accumulated losses, your Directors are not in a position to recommend any dividend for the year and regret the same.

3. THE STATE OF COMPANY'S AFFAIRS AND OUTLOOK

The company continues to explore various opportunities to expand the business lines of the company while some new avenues were explored, given the subdued overall economic activity in the country and the tough financing environment caused the company to slow down this year considering the environment. During the year under report the company has part of business activity, had submitted tendered for supply of power to Rajasthan State through conventional method. The same could not materialize and this was a step back for the company. Even during the year company has generated revenue of Rs, 0.66 Crores as compared to 2.24 Crores of previous year. The company is now evaluating other business avenues that will help diversify the business and grow the company.

4. BOARD MEETINGS / COMMITTEE MEETINGS Board Meeting

Five Board meetings were held in the financial year 2014-15 and the gap between two Board meetings did not exceed 120 days. The same were held on 30th May 2 014, 14th August 2014, 08th October 2014, December 14th 2014, and 14th February 2015.

Board Meetings Attended Name of the Directors During 2014-15

Mr. Dinesh Velji Patel 4/5

Mr, Iksh.it Manishbhai 5/5 Amin

Mr. Ashokkumar 5/5 Kantilal Gajjar

Ms. Priti Ashok Kumar 5/5 Gajjar

Audit Committee

Four Audit Committee meetings held during the financial year 2014-15. The same were held on 30th May 2014, 14th August 2014, 08th October 2014, 14th December 2014 and 14th February 2015.

The reposition of the Audit Committee is as under:

No. of Meetings Name of the Member Chairman Meeting Attended During Member held 2014-15

Mr. Ashokkumar Chairman 5 5 Kantilal Gajjar

Mr. Dinesh Velji Patel Member 5 4

Mr. Ikshit Manishbhai Member 5 5 Amin

The Board has accepted all recommendations of audit committee.

Nomination and Remuneration Committee

Nomination and Remuneration committee meetings held during the financial year 2014-15. The same were held on 30th May 2014, 14th August 2014, 08th October 2014, 14th December 2 014 and 14th February 2015.

The composition of the Nomination and Remuneration Committee is as under:

No. of Meetings Name of the Member Chairman Meeting Attended During Member held 2014-15

Mr. Ashokkumar Member 5 5 Kantilal Gajjar

Mr. Dinesh Velji Patel Chairman 5 4

Mr. Ikshit Manishbhai Member 5 5 Amin

investors' Grievance and Shareholders' committee meeting held during the financial year 2014-15,the same was held on 30th May 2014, 14th August 2014, 08th October 2014, 14th December 2014 and 14th February' 2015.

The composition of the Investors' Grievance and Shareholders' Committee is as under:

No. of Meetings Name of the Member Chairman Meeting Attended During Member held 2014-15

Mr. Ashokkumar- chairman 5 5 Kantilal Gajjar

Mr. Dinesh Velji Patel Member 5 4

Mr. Ikshit Manishbhai Member 5 5 Amin

5. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

(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 and that such systems are adequate and operating effectively.

The independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. 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.

S. COMPANY'S POLICY RELATING TO DIRECTORS

The Company's 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 in furnished in Annexure 'B' and attached to this report. The said policy is also available on Company s website www.sunsource.in.

9. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK

Statutory Auditor

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, 2015.

Secretarial Auditor

Members attention is invited to the observation in the Report of Secretarial Auditor regarding non-appointment in respect of some of the requirements under the Companies Act, 13 etc is mainly due to company at present is not carrying our any major activity and hence does not have sufficient staff / manpower who can take care of the same. However the company is recruiting more personnel who can take care of the same in compliance with the statutory requirements.

10. 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 during the year under review and hence the said provision is not applicable.

11. RELATED PARTY TRANSACTIONS

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

12. 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.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 do not apply to your Company.

There was no foreign exchange inflow or Outflow during the year under review.

14. RISK MANAGEMENT

Given the nature of the company and the scale of operations, the current management is capable of managing the risks in the business and does not foresee any major risk areas that have been left unattended.

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 125 of the Companies Act, 2013 do not apply to your Company for the current year.

16. PERFORMANCE EVALUATION

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

17. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY

Eco-Build Sustainable Products Private Limited is the Associate of our company during the year under review.

However no Company become or ceased to become the Subsidiary or Joint venture company during the year under review.

18. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNELS

There was no Director who got reelected / reappointed during the year under review. Mr Ashok Kumar Kantilal Gajjar retire at this Annual General Meeting and being eligible offer themselves for re-election.

19. DISCLOSURE PURSUANT TO SECTION 197(12) READ WITH RULE 5 of COMPANIES (APPOINTMENTS AND REMUNERATION) RULES 2014

The information required pursuant to Section 197 read with * rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable to company as none of the employee of the company is in receipt of remuneration in excess of limit prescribed and hence not provided for.

20. AUDITORS Statutory Auditor

M/s. Joshi Jain & Co., Chartered Accountants, present auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Members are requested to re-appoint and authorize the Board of Directors to fix their remuneration.

Secretarial Auditor

Mr. RAKESH KAPUR proprietor Company Secretaries (Membership no fcs 3863, CP NO.12085) has been appointed as Secretarial Auditor for the financial year 2014-15. The secretarial audit report is annexed herewith,

22. DEPOSITS.

The Company has not accepted / renewed any deposits during the year and is also not carrying forward any deposits.

23. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and Material order was passed by any authority during the year under review impacting the going concern status and company's operation in future.

24. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system with reference to the Financial Statements.

25. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE * (PREVENTION, PROHIBITION AND REDRESSED) ACT 2013.

In terms of section 22 of the SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSED ACT 2013 we report that, during 2014-15, no case has been filed under the said act.

26. CORPORATE GOVERNANCE REPORT

Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated by Clause 49 of the Listing Agreement with Stock Exchanges. a separate report on Corporate Governance together with the Certificate of - Sachin Joshi & Co, Chartered Accountants, Vadodara forms part of this Annual Report,

27. VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Vigil Mechanism Policy is available on Company's website www.sunsource.in and also appended as an Annexure 'C' to this Report.

28. Shares

a. Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

The company has not issue any Sweat Equity Shares during the year under review.

e. Bonus shares:

No Bonus shares were issued during the year under review, d. Employee Stock Option Plan;

The Company has not provided any Stock Option Scheme to the Employee.

29. APPRECIATION

The Board of Directors records its grateful thanks to all the stakeholders of the Company for the it: continued support and co-operation.

Registered office; By order of the. Board of Directors

One Sdna'i Industrial Estate (khoda), sanand Viramgan;a -Highway, Ahmedabad - 352170.

Place: Ahmedabad

Date : 30th May, 2015.

Ashok Gajjar Chairman (DIN .02137745)


Mar 31, 2014

The Directors are pleased to present the Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

SUMMARIZED OPERATIONAL RESULTS:

For the For the Year ended Year ended 31.03.2014 31.03.201

Sales (Net) : 22,443,695 16,326,250 Profit before Tax : -2,369,230 -62,050,265

Provision for taxation : Nil -1748

Net Profit after Tax : -2,369,230 -62,048,517

DIVIDEND:

During the year under consideration, due to accumulated losses as well as current year's loss the board could not recommend dividend and regret for the same.

REVIEW OF CURRENT PERFORMANCE:

As you know that since last many years your directors are starving for getting business and for the same exploring various opportunities in the market. During the year under report the company has part of business activity, had submitted tendered for supply of power to Rajasthan State through conventional method. The same could not materialize and this was the major setback for the company. Even during the year company has generated revenue of Rs. 2.24 Crores as compared to 1.63 Crores of previous year.

The company has not putdown its efforts and exploring more and more avenues.

DIRECTORS:

During the year under review Mrs. Priti Ashokkumar Gajjar retires by rotation and being eligible, offer himself for re-appointment.

FIXED DEPOSIT:

During the year under review, the company has not accepted and / or renewed any deposits as provided under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975. There are no unclaimed or overdue deposits.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever necessary;

(ii) That 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 loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a 'Going Concern' basis.

AUDITORS OBSERVATIONS:

The Directors wish to draw attention of the shareholders to Annexure of the Auditors Report which is self-explanatory.

AUDITORS:

M/s. Joshi Jain & Co., Chartered Accountants, Vadodara shall retire at the ensuing Annual General Meeting and is eligible for re-appointment. The company has also obtained confirmation to that effect.

According to the Section 139(1) of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 which has become effective from 1st April, 2014, the auditor appointed at the ensuing present Annual General Meeting shall hold office from the conclusion of present Annual General Meeting till the conclusion of Forthcoming Fifth Annual General Meeting of the Company.

AUDIT COMMITTEE

During the year, the audit committee meeting were conducted as per the requirements of the listing agreement with the stock exchanges read with section 292A of the Companies Act 1956. The details about role, power etc. of audit committee enumerated in the Corporate Governance Report, forming part of this report.

CORPORATE GOVERNANCE

In pursuance to clause 49, as amended from time to time, of the Listing Agreement with the stock exchange, the corporate governance report and management discussion and analysis report are given elsewhere and forming part of this report.

PERSONNEL

None of the employee of the Company is in receipt of remuneration which attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence, information in this regard not provided.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under consideration company has not earned any foreign exchange nor any out go.

INSURANCE:

All moveable and fixed Assets are adequately insured

DISCLOSURES:

(a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable mainly the company has not carried out any commercial activity hence not provided for.

(b) ENVIRONMENTAL CONTROL AND ABATEMENT OF POLLUTION :

Your Company is not in manufacturing business and hence not generating pollution and hence not applicable.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the valuable assistance and guidance given by Banks, Central Government and State Government from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Registered Office:

One- Sonal Industrial Estate (Khoda), By order of the Board of Directors

Sanand Viramgam Highway,

Ahmedabad – 382170

-Sd-

Place: - Khoda, Ahmedabad

Chairman

Date: - 30th May, 2014


Mar 31, 2010

The Directors are delighted to present this Eighteen Directors Report together with the Audited Annual Accounts for the financial year ended March 31, 2010.

Financial Results: (Amount in Rs.)

Financial Results For the Year For the Year ended ended 31.03.2010 31.03.2009

Sales (Net) 3,800,710 32,39,800

Profit before Tax 45,489 1,09,965

Provision for taxation NIL NIL

Net profit after Tax 45,489 1,09,965

Balance carried to Balance Sheet 21,69,797 21,24,308

Dividend:

During the year due to insufficient profit, the board could not recommend dividend and regret for the same.

Operating Results and Business:

As you all know that since last few years, your company has started functioning and as a result the year under consideration it has generated revenue of Rs. 38.00 lacs as against Rs. 32.39 lacs for the previous year. It means the company now started to attain growth position. Similarly, the company has achieved a net profit of Rs. 0.45 lacs as against Rs. 10.9 lacs.

Even current year your company is targeting to achieve the turnover of over Rs. 10 crores and the management of the company is also putting all the efforts to install all the technical equipments at Rajasthan so that production of non- conventional power generation can start. Also during Financial Year 2009-10 the Company has taken initiatives to start-up project as soon as possible and for the same the Company had completed procedural formalities with the various authorities to commence non-conventional power generation project earlier. Even, very recently, the Central Government has introduced subsidiary scheme for this kind of project and as a result, the company is anticipating to generate more profit in subsequent years.

The company has applied to State Government of Rajasthan for KV power plant unit. The company has also started recruiting more competent employees in the company so the target can be achieved by the company.

Directors Responsibility Statement:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever necessary;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2009 on a Going Concern basis.

Auditors observation:

The auditors in their audit have made qualifications in respect of certain non- compliances in accounting standards. However, the board is of the view that over the next fiscal year, all the qualifications as provided in the report of auditors will be removed and for effective implementation of Accounting policies and internal control the Company had appointed financial experts. It is to be noted that there was no financial impact of these qualifications.

Auditors:

M/s. Mehul Talati & Associates, Chartered Accountants, Vadodara, the auditors of the Company, shall retire at the ensuing Annual General Meeting and in place them the Board has proposed to appoint M/s. Joshi Jain & Co., Chartered Accountants, Vadodara, as an Statutory Auditors of the Company for the Financial Year 2010-11. They have furnished a certificate to the effect that their proposed appointment if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

Insurance:

All moveable and fixed Assets are adequately insured.

Companys Disclosures:

- Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable mostly due to the nature of business and hence not provided for.

- Environmental Control and Abatement of pollution

Your Company is not in manufacturing business and hence not generating pollution and hence not applicable.

Management Discussion and Analysis Report:

The management discussion and analysis on the operations and financial position of the Company is provided in a separate section forming part of the annual report.

Corporate Governance:

The report on corporate governance along with a certificate from the Auditors is annexed as required by the listing agreement with stock exchanges.

CEO/CFO Certification:

The Chief Financial Officer has submitted a certificate to the Board regarding the financial statements and other matters as required under clause 49(V) of the Listing Agreement.

Acknowledgement:

Your Directors wish to place on record their sincere thanks for the valuable assistance and guidance given by Banks, Central Government and State Government from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Date: 28.05.2010 Ashok Gajjar

Place: Khoda, Ahmedabad Chairman



 
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