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Directors Report of Sunshine Capital Ltd.

Mar 31, 2015

The Directors have pleasure in submitting their Annual Report on the business and operations of the Company along with the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

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

Particulars 31st March, 2015 31st March, 2014

Profit/(Loss) after depreciation 4,879,982 4,046,592

Less: Current Provision for Standard Assets 4,080 25,111

Provision for Sub- Standard Assets - (10,656,325)

Profit/(Loss) before tax 4,875,902 14,677,806

Less: Provision for Taxation

Current Tax (1,526,660) (1,190,050)

Previous Year Tax (90) -

Deferred Tax 27,266 25,490

Profit/(Loss) after tax 3,376,418 13,513,246

Add: Balance brought forward from last year 9,250,994 (1,564,702)

Surplus available for appropriation 12,627,412 11,948,545

Less: Appropriations - -

Fixed assets Written off 5,640 -

Transfer to Reserve Fund u/s 45IC of RBI Act, 669,848 2,697,551

1934

Surplus carried to Balance Sheet 11,951,924 9,250,994

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, 21s' February, 2015, 23rd February, 2015.

BOARD OF DIRECTORS:

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

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.

DEMATERILISATION 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.

EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the Companies engaged in real estate business during the financial year 2014-15:

S. No. Name of Companies Amount (in Rs.)

1. Sunworld Developers Pvt. Ltd. 4,10,00,000/-

2. Sunworld Residency Pvt. Ltd. 1,90,00,000/-

3. Sunworld City Pvt. Ltd. 1,09,00,000/-

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures

Particulars (in %)

Tier-I Capital 100.74

Tier-ll Capital 0.20

Total 100.94

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.

Particulars Current Year 2014-15 Previous Year 2013-2014

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings & Outgo 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

Place: New Delhi Priti Jain

Date: 31.08.2015 Chairman & Managing Director

DIN:00537234


Mar 31, 2014

The Board of Directors of the company take Immense pleasure in presenting their 19th Annual Report together with the Annual Audited Accounts for the financial year ended 31st March, 2014.

FINACIAL HIGHLIGHTS

For the financial year ended 31st March, 2014 (IN Rs.)

Profit/(Loss) after depredation 4,046,592.00 2,453,747.00

Less: Current Provision for Standard Assets 25,111.00 (28,349.00]

Provision for Sub-Standard Assets (10,656,325.00) 10,656,325.00

Profit/loss) before tax 14,677,806.00 [8,174,229.00]

Less: Provision for Taxation - -

Current Tax 1,190,050.00 846,185.00

Previous Year Tax - -

Deferred Tax 25,490,00 [5,850.00)

Probe/(Lo») after tax 13,513,246.00 (9,088,244.00)

Add: Balance brought forward from last (1,564.702.00) 7,523,543.00

Surplus available for appropriation 11,943,545.00 (1564702.00)

Lass: Appropriations - -

Dividend on Equity Shares paid - -

lax on Dividend paid - -

Transfer to Reserve Fund n/s 451C of RBI 2,697,551.00 -

Surplus carried to Balance Sheet 9,250,994.00 (1,564,702.00)

GENERAL CORPORATE MATTERS

The company Is currently engaged in financial services, sale & purchase of share & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement bath upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market It also affected the overall turnover in the Stock Market The Stock Market Index as on 31st March 2014 were at Low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans & advances & finance to different persons, firms & corporate bodies.

TBANSFER TO RESERVES

During (the year under review Company has not transferred to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 4SIC of the Reserve Bank of India Act 1934.

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.

CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps in ensuring that all the mandatory provisions of corporate governance as prescribed under the Listing Agreement of the stock exchange are complied within the time laid do win by stock exchange.

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.

LISTING OF SHAPES

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited and Jaipur Stock Exchange.

The Annual Listing Fees for the financial year 2013-2014 are paid for the Stock Exchange where the shares of the Company are listed.

BOARD OF DIRECTORS

The Board of Sunshine Capital Limited is duly consisting of Executives & Non Executives Directors. However Mr. Anil Prakash & Ms. tajni were appointed as additional Directors on 15th January, 2014 and 5th June, 2014 respectively. Necessary resolution is being proposed in the notice of ensuing Annual General Meeting for the approval of members for appointment of Mr. Anil Prakash & Ms. Rajnl as independent Director of the Company for term of Five years with effect from 26th September, 2014 to 25th September, 2019 Mr. Vivek kumar has appointed as the additional director of the company w.e.f. 01.01.2014 and Mr. Suman kumar Gupta has appointed as the additional director of the company w.e.f. 22.01.2014. but due to the unavoidable circumstances Mr. Suman Kumar Gupta has resigned from the directorship of the company w,e.f.31.03.2014 Directors place on record their appreciation of the valuable advice and guidance given by him while he was a Director of the Company

As per the provisions of Companies Act, 2013 and Article of Association of the Company at least two- third of total number of Directors (excluding Independent Directors) shall be retire by rotation. Mr. Surender Kumar Jain & Mr. Sujan Mai Mehta, Directors of the Company, are liable to retire by rotation.

Mr. Su]an Mai Mehta, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment, The Board of Directors recommends their re-appointment

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (Particular of Employees) Rules 1975 as amended.

STATUTORY AUDITORS

The Statutory Auditor Anil Kumar, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, one himself for re-appointment The Company has received a written consent from the Auditor along with the Certificate U/S 139[U of companies Act 2013. to the effect that the Auditor is not disqualified for the proposed appointment under the Companies Act, 2013.

The Board recommends their re-appointment for the approval of the shareholders.

AUDITORS' REPORT

The Auditors' Report on the Financials of the Company for the year ended 31st March, 2014 does not contain any reservation, qualification or adverse remark

CORPORATE GOVERNACE REPORT

As required by Clause 49 of the Listing Agreement, corporate governance, management decision & analysis and Auditor report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

NON-BANKING FINACIAL COMPANIES AUDITORS REPOTE (RBI) DIRECTION,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.

NBFCREGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-I4.01266 dated 25th September 1998.

NON ACCEPTANCE OF PUBLIC DEPOSITS

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2013-14 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

CAPITAL FUNDD TO RISK WEIGHTED ASSET

Percentage to capital funds to risk weighted assets/exposures:-

Tler- I Capital 103.47

Tier-II Capital 0.21

Total 103.68

EXPOSURE TO REAL ESTATE

Exposure to Real Estate is NIL

DISCLOSURES UNDER SEL 217(1) OF THE COMPANES ACT.1956

In terms of section 217(l)[e] read with Companies [Disclosure of Particulars in Report of the Board of Directors] Rules, 1988 of the Companies Act 19S6 your Directors furnish the information as below:-

- Conservation of Energy: NA.

- Technology Absorption; NA

- Activities relating to exports, NA

- Foreign Exchange Earnings & Outgo

CURRENT YEAR PREVIOUS YEAR

Out flow; NIL NIL

In Flow: NIL NIL

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company EXPOSURE TO REAL ESTATE;

Exposure to Real Estate is NIL

GENERAL INFOMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be convened In to electronic mode. Company's IS1N No. Is - IHE974F01017 and the company's shares can be converted into electronic form with any of the Depositary Participation registered with NSDL or CDSl.

AUDIT COMMITTEE

The Company has an Independent Audit Committee. The composition, rote / functions of the committee comply with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 00 (A) of the Listing Agreement The Committee comprises of experts specializing in accounting/financial management The Chairman of the Audit Committee is an Independent Director.

Present members of the Audit Committee are Mr. Anl] Prakash, Mr. Sujan Mai Mehla, Mr. Surender kumar Jain and Mr. Rajnl All the members of the Committee are Non-Executive Directors, All the members of the Committee are hawing financial and accounting knowledge. Mr. Anil Prakash is the chairman of the Committee and quorum of the Committee is four members. The Company Secretary acts as Secretary to the Committee. The role company terms of reference, toe authority and power the committee are in conformity with the requirements of the Companies Act, 1956,

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2014.

APPRECIATIONS

The Board recognizes that It is accountable to shareholders for the performance of the Company, believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks; Financial Institution-, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year. Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

Director's Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1985 the directors based on the representations received from the operating Management, confirm that

i) In the preparation of the Annual Accounts, the applicable accounting Standards have been followed along with proper explanation relating to material departures.

ii) They 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 & fair view of the state of a Hairs of the company at the end of the financial year and of the profits of (he company at the end of the financial year and of the profit of the company for that period;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) They have prepared Annual Accounts on a going concern Basis

v) Board has taken consideration to take a reasonable step for internal control to broadening the area of coverage & to make it commensurate with the size of the company and with the nature of the business.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued support and co-operation rendered by the Banks, Government Authorities, Suppliers and the Consumers and the shareholders of the company. The Director also conveys their thanks to their employees at all levels for the growth of the company.

For Sunshine Capital Limited



Priti jain

Chairman & Managing Director Din No: 00537234

Date: 16.08.2014

Place: New Delhi


Mar 31, 2013

The Board of Directors of the company take immense pleasure in presenting their 18th Annual Report together with the Annual Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

For the financial year ended 31st March, 2013: Rs.in Rs.)

Particulars Year Ended Year Ended 31st March 2013 31st March. 2012

Profit/Loss after depreciation 2,453,746.90 3,703,371.36

Less: Current Provision for Standard Assets (28,349.00) (2,107,425.00)

Provision for Sub-Standard Assets 10,656,325.00 1,792,301.00

Profit/(Loss) before tax (8,174,229.10) 4,018,495.36

Less: Provision for Taxation

Current Tax 828,590.00 11.44,342.00

Previous Year Tax 176,005.00

Deferred Tax (90,580.00) (139,548.00)

Profit/Loss after tax (9,088,244.10) 3,013,701.36

Add: Balance brought forward from last year 7,523,542.58 5,112,575.49

Surplus available for appropriation (1,564,701.52) 8,126,276.85

Less: Appropriations_

Dividend on Equity Shares paid - -

Tax on Dividend paid - -

Transfer to Reserve Fund u/s 45IC of RBI Act, - 602,734.27

Surplus carried to Balance Sheet (1,564,701.52) 7,523,542.58

GENERAL CORPORATE MATTERS

The company is currently engaged in financial services, sale & purchase of share & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market. It also affected the overall turnover in the Stock Market.

The Stock Market Index as on 31st March 2013 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans & advances & finance to different persons, firms & corporate bodies.

TRANSFER TO RESERVES

During the year under review Company has not transferred to the Reserves Fund from the profits of the Company in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934.

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.

Your Company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception.

Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps in ensuring that all the mandatory provisions of corporate governance as prescribed under the Listing Agreement of the stock exchange are complied within the time laid down by stock exchange.

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.

LISTING OF SHARES

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited.

The Annual Listing Fees for the financial year 2012-13 are paid for the Stock Exchange where the shares of the Company are listed.

BOARD OF DIRECTORS

As per the provisions of Companies Act 1956 and Article 86 of the Article of Association of the Company Mrs. Priti Jain, Director of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (Particular of Employees Rules 1975 as amended.

DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 2 1 7 (2AA) of the Companies Act, 1956, your Directors confirm that: In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- 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 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, 1956 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, 2013 on a going concern basis.

STATUTORY AUDITORS

The Statutory Auditors Anil Kumar, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B] of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Board recommends their re- appointment for the approval of the shareholders.

AUDITORS' REPORT

The Auditors' Report on the financials of the Company for the year ended 31st March, 2013 does not contain any reservation, qualification or adverse remark.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement, corporate governance, management decision & analysis and Auditor report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

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 their directions and prudential norms as prescribed under the RBI act, 1934.

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.

NON ACCEPTANCE OF PUBLLIC DEPOSITS

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2012-13 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

CAPITAL FUND TO RISK WEIGHTED ASSET

Percentage to capital funds to risk weighted assets/exposures

Tier-] Capital 99.66

Tier-II Capital 0.00

Total 99.66

EXPOSURE TO REAL ESTATE

Exposure to Real Estate is NIL.

DISCLOSURES UNDER SEC. 217fllfel OF THE COMPANIES ACT. 1956

In terms of section 217(l)(e) read with

Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

- Conservation of Energy: N.A.

- Technology Absorption: N.A.

- Activities relating to exports, NA

- Foreign Exchange Earnings& Outgo

Current Year Previous Year

Out flow: NIL NIL

Inflow: NIL NIL

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be converted in to electronic mode. Company's ISIN No. INE974F01017 and the company's shares can be got converted in to electronic form with any of the Depositary Participation registered with nodal Or CDSL.

AUDIT COMMITTEE

Present members of the Audit Committee -are Mr. Surender Kumar Jain; Mrs. Priti jain and Mr. Sujan Mai Mehta. All the members of the Committee are non- executive directors. All the members of the Committee are having financial and accounting knowledge. Mr, Sujan Mai Mehta is the chairmen of the Committee and quorum of the Committee is two members. The company secretary acts as secretary to the Committee. The role company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2013.

APPRECIATIONS

Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year. Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization. The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

For Sunshine Capital Limited

Surendra Kumar Jain

(Managing Director]

Date: 13th May, 2013

Place: New Delhi


Mar 31, 2012

Dear Shareholders,

The Director has pleasure in presenting their 17th Annual Report and Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

For the For the Current Year Previous Year Ended on Ended on Particular 31st March, 2012 31st March, 2011 (Rs,In Lacs ) (Rs,In Lacs )

Profit before Depreciation &Tax 43,91 21.68

Depreciation 6.88 7.24

Profit after Depreciation 37,03 14.44

Provision for Taxation 11.44 4.46

Provision for Standard

Assets (Excess) (21.07) 24.10

Provision for Loss Assets 17.92 Nil

Deferred Tax Assets 1.68 0.28

Profit/Loss after Tax 30.13 (12.81)

Add: C/F from Last year 63.91 76.72

Balance available for Appropriation 94.04 63.91

Transfer to Reserve u/s 45(IC) of RBI Act, 1934 18.81 12.78 Surplus carried to Balance Sheet 75.23 51.13

GENERAL CORPORATE MATTERS

The company is currently engaged in financial services & sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor's confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March, 2012 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder's expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company's Equity Share has been under process to be converted in to electronic mode. Company's ISIN No. INE974F01017 and the company's shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

DIRECTORS

Mr. Surender Kumar Jain retries by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) which was introduced the Companies (Amendment) Act5 2000 you're Directors confirm that: -

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

iii) The Director 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 as on 31st March, 2012 and of the Profit of the Company of the year ended 31st March, 2012.

(iii) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

(iv) The Director have prepared the annual accounts on a going concern basis.

APPOINTMENT OF AUDITOR

To re-appoint Mr. Anil Kumar, Chartered Accountants as Auditors of the Company for the period commencing from the conclusion of this meeting until, the conclusion of next Annual General meeting on remuneration to be fixed by the Board of Directors. The company has obtained from Auditor a certificate as required under section 224 (IB) of the company Act, 1956 to the effect appointment if made will be in accordance with in the limits specified in the said section.

AUDITORS REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

AUDIT COMMITTEE

Present members of the Audit Committee are Mr. Surender Kumar Jain, Mrs. Priti Jain and Mr. Sujan Mai Mehta. All the members of the Committee are non-executive and independent directors. All the members of the Committee are having financial and accounting knowledge, Mrs. Priti Jain is the chairmen of the Committee and quorum of the Committee is two members. The company secretary acts as secretary to the Committee. The role company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2012.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) Direction, 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.

NBFC REGISTRATION

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

LISTING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange the Cash Flow Statement for the year ended 31st March 2012 is annexed hereto.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company

FIXED DEPOSITS

The Company has not accepted and fixed deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATUTORY INFORMATION

The Company's (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENT

Your Director expresses their sincere appreciation for the co-operation, patronage, assistance and guidance by their business associates bankers and clients.

The Board members also place on record their appreciation of the service rendered by the dedicated employees of the company,

The Board also beholden to you all, partners in our enterprises, for your confidence, encouragement and unstinting support.

BY ORDER OF THE BOARD

CHAIRMAN

Place:- New Delhi

Dated:-03.09.2012

 
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