To, The Members,
Sun Retail Limited, Ahmedabad
Your Directors have pleasure in presenting the 16th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended March 31,
2023.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previous
year's figures is given hereunder
PARTICULARS |
FOR THE YEAR ENDED ON 31.03.2023 |
FOR THE YEAR ENDED ON 31.03.2022 |
Net Income from Business Operations |
1253.86 |
200.29 |
Other Income |
257.70 |
6.19 |
Total Income |
1511.56 |
206.49 |
Total Expenses before depreciation & tax |
1637.19 |
214.65 |
Profit / (loss) before depreciation & tax |
(125.63) |
(8.16) |
Less Depreciation |
0 |
0 |
Profit before Tax |
(125.63) |
(8.16) |
Less Tax Expenses: |
0 |
0 |
Net Profit after Tax |
(125.63) |
(8.16 ) |
Basic and diluted EPS |
(0.08) |
(0.01) |
2. STATE OF AFFAIRS:
The Company is engaged in the business of branding and trading of various edible oils.
There has been no change in the business of the Company during the financial year ended 31st
March, 2023.
The highlights of the Company's performance are as under: i. Revenue from operations
for the year ended on 31st March, 2023 is Rs. 1,253.86 lakhs. ii. Other incomes
for the year ended on 31st March, 2023 amounts to Rs. 257.70 lakhs. iii. Net
loss for the year ended 31st March, 2023 amounts to Rs. 125.63 lakhs/-. iv.
Earnings per share for the year ended 31st March, 2023 amounts to (0.08).
3. SHARE CAPITAL:
During the year under review, there was no change made in the share capital of the
Company. As on 31.03.2023 the paid-up Equity Share capital of the Company is Rs.
15,51,68,000/-.
4. DIVIDEND:
In absence of adequate profits, Dividend is not recommended for the financial year
ended on 31.03.2023.
5. RESERVES:
The Company transfers the entire losses of Rs125.63 lakhs to the Reserves of the
Company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND: The
provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company
as on 31st March 2023.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which these financial statements relate
on the date of this report except the following changes:
a) Increase in Authorized Share Capital of the Company:
The members vide their approval by postal ballot (including e-voting) on April 28, 2023
has increased the authorized share capital of the company from Rs. 16,00,00,000/- (Rupees
Sixteen Crore Only) divided into 16,00,00,000 (Sixteen Crore Only) equity shares of Rs.
1/- (Rupees One each) to Rs. 62,50,00,000/- (Rupees Sixty-Two Crore and Fifty Lakhs Only)
divided into 62,50,00,000 (Sixty-Two Crore and Fifty Lakhs Only) equity shares of Rs. 1/-
(Rupees One each).
b) Adoption of new Object to be pursued by the company:
The members vide their approval by postal ballot (including e-voting) on April 28, 2023
has restructured its object clause which includes dealing in oils, agricultural produce
and agricultural commodities, eatables, food products, ferrous and non-ferrous metals,
gold, silver and natural and synthetic diamonds etc. and to enter into the sector of
infrastructure and civil construction.
c) Migration from SME Platform of BSE Limited to Main Board of BSE Limited
The members vide their approval by postal ballot (including e-voting) on April 28, 2023
has accorded their consent for the purpose migration of the Company's present listing from
SME Platform of BSE Limited to Main Board of BSE Limited.
d) Resignation of Mr. Ankur Dahyabhai Acharya from the post of Independent Director of
the Company:
Mr. Ankur Dahyabhai Acharya (DIN: 09003699) has resigned from the Independent Director
of the company vide resignation letter dated 29th May, 2023 with effect from
the closing hours of 29th May, 2023 due to preoccupation of work elsewhere.
e) Change in Statutory Auditors of the Company:
M/s G M C A & Co., who was appointed as Statutory Auditors of the company in the 15th
Annual General Meeting of the Company for the period of 5 years has resigned with effect
from 15th June, 2023. To fill the casual vacancy in the office of the Statutory
Auditor of the company, the Board of Directors has appointed M/s N.S. Nanavati & Co.,
Chartered
Accountants, (Firm Registration No. 134235W) as the Statutory Auditors in their meeting
held on 13th July, 2023.
f) Change in Registered Office of the Company:
The Board of Directors of the company in their meeting held on 03rd July,
2023 changed the Registered Office of the Company from B/107. First Floor, Sakar-9, Nr.
Old Reserve Bank, Opp. Times of India, Ashram Road, Ahmedabad-380009 to 722, Gala Empire,
Drive in Road, Opp. Tv Tower Thaltej Ahmedabad-380054 Gujarat with effect from i.e., from
Monday, 03rd July, 2023
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO: The information pertaining to conservation of energy, technology absorption,
Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed as
Annexure A.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time. Risk mitigation
process and measures have been also formulated and clearly spelled out in the said policy.
The Risk Management Policy has been uploaded on the website of the Company at
www.sunretail.in
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the companies act, 2013 are not applicable to the
company considering the net worth, turnover and net profit of the company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
There were certain loans provided by the company to few persons during the year under
review, however there were no guarantees or investments made by the Company under Section
186 of the Companies Act, 2013 during the year under review. The details of the same are
disclosed in the financial statements attached.
13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.
The internal auditor of the company M/s M P A & Associates, Chartered Accountants,
Ahmedabad checks and verifies the internal control and monitors them in accordance with
policy adopted by the company. The Company continues to ensure proper and adequate systems
and procedures commensurate with its size and nature of its business.
14. STATUTORY AUDITORS:
M/s G M C A & Co., who was appointed as Statutory Auditors of the company in the
15th Annual General Meeting of the Company for the period of 5 years has resigned with
effect from 15th
June, 2023. To fill the casual vacancy in the office of the Statutory Auditor of the
company, the Board of Directors has appointed M/s N.S. Nanavati & Co., Chartered
Accountants, (Firm Registration No. 134235W) as the Statutory Auditors in their meeting
held on 13th July, 2023.
Now in this ensuing 16th AGM of the company, your Directors have proposed
the approval of appointment and further appointment for 5 years of M/s N.S. Nanavati &
Co., Chartered Accountants, (Firm Registration No. 134235W) which shall hold the office
till the conclusion of 21st AGM of the Company.
Further the observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
15. STATUTORY AUDITOR's REPORT & OBSERVATIONS:
The report of the Statutory Auditors of the Company is annexed herewith.
The auditors have not reported any frauds under sub section 12 of section 143 other
than those which are reportable to the Central Government.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditor except:
1. Certain loans have been provided interest free which are in violation of
Section 187(7) of the Companies Act, 2013. Explanation: The said loans and advances were
made for the routine purpose of business.
16. AUDIT COMMITTEE AND VIGIL MECHANISM:
The Audit Committee as on 31.03.2023 comprises of:
Mr. Ankur Dahyabhai Acharya |
: Chairperson |
Mr. Rajat Raja Kothari |
: Member |
Mr. Rakesh Nareshchandra Kapadia |
: Member |
During the year (5) Five Audit Committee Meetings were held. In pursuance of the
provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 18 of
SEBI(LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.sunretail.in
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis.
17. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92 has been placed at website
of the Company at www.sunretail.in.
18. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Himanshu S K Gupta & Associates, Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of the Company.
19. SECRETARIAL AUDIT REPORT & OBSERVATIONS:
The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure
B.
1) Non-compliance has been observed during the year under the review in timely
filing up the casual vacancy caused due to the resignation under Rule 3 of Companies
(Appointment and Qualification of Directors) Rules, 2014
Explanation: The company was not able to find a suitable candidate who is fit for the
above-mentioned role. However, company has appointed Ms. Sejal Parmar w.e.f. 30th
March 2023.
2) During the year under the review, it has been observed that the company has
made a little delay in recording the entries in Structured Digital Database.
Explanation: The company will ensure not to repeat such instances from the next time.
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: 9 (Nine) Board
Meetings were held during the financial year ended 31st March, 2023 on the
following dates:
Sr. No. |
Date of meeting |
Total Directors |
Directors Present |
1. |
04/05/2022 |
5 |
5 |
2. |
14/05/2022 |
5 |
5 |
3. |
27/05/2022 |
6 |
6 |
4. |
30/06/2022 |
6 |
6 |
5. |
05/09/2022 |
6 |
6 |
6. |
14/11/2022 |
5 |
5 |
7. |
25/02/2023 |
5 |
5 |
8. |
24/03/2023 |
5 |
5 |
9. |
30/03/2023 |
5 |
5 |
21. DIRECTOR RESPOSNSIBILITY STATEMENT:
Your director wishes to inform that the Audited Accounts containing financial
statements for the financial year 2022-23 are in full conformity with the requirements of
the Companies Act, 2013. They believe that the financial statement reflects fairly, the
form and substance of transactions carried out during the year and reasonably present the
Company's financial condition and results of operations.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility statement:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b.the directors had 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 and loss of the company for that period;
c. the directors had 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;
d.the directors had prepared the annual accounts on a going concern basis; and
e. 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.
f. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
22. DEPOSITS:
The company has not invited, accepted or renewed any deposit within the meaning of
Chapter V other than exempted deposit as prescribed under the provisions of the Company
Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are
no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of the
Companies (Accounts) Rules, 2014.
23. DIRECTORS / KEY MANAGERIAL PERSONNEL:
a. Appointment of Ms. Sejal Kanjibhai Parmar as Independent Director of the Company:
In accordance with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations,
2015 and in terms of the Articles of Association of the Company, Ms. Sejal Kanjibhai
Parmar, who was appointed as Additional Independent Director is hereby proposed to be
Appointed as Independent Director for a period of 5 years commencing from 30th
March, 2023.
b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Following changes were occurred during the year in the composition of board of
directors and Key Managerial Personnel:
Name of Director& KMP |
Designation on effective date |
Effective date of change |
Nature of change |
1 Parth Acharya |
Independent Director |
04/05/2022 |
Resignation |
2 Rajat Raja Kothari |
Additional Independent Director |
14/05/2022 |
Appointment |
3 Dharamjit Bhupatsinh Mori |
Whole Time Director |
05/09/2022 |
Reappointment |
4 Rakesh Nareshchandra Kapadia |
Non-Executive Director |
29/09/2022 |
Change in Designation |
5 Rajat Raja Kothari |
Independent Director |
29/09/2022 |
Change in Designation |
6 Jalpaben Dilipbhai Dholakiya |
Independent Director |
17/10/2022 |
Cessation |
7 Sejal Kanjibhai Parma |
Additional Independent Director |
30/03/2023 |
Appointment |
c. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating
its own performance and as well as that of its committee and individual Directors,
including the chairperson of the Board. The Exercise was carried out through a structured
evaluation process covering the various aspects of the Board's functioning such as
composition of board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the
independent Director being evaluated and the chairperson and the non-independent Directors
were carried out by the independent Directors.
The Board is of the opinion that the Independent Non-Executive Directors of the Company
including those appointed during the year possess requisite qualifications, expertise and
experience and they hold highest standards of integrity.
d. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining, qualifications, positive attributes and independence
of a Director and also a policy for remuneration of directors, key managerial personnel
and senior management. The policy is available at the website of company at
www.sunretail.in
e. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill 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.
24. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
There was no related party transaction undertaken by the company during the financial
year 2022-2023 as per The Companies Act, 2013. Thus, the requirement of disclosure of such
transactions under AOC-2 is not attracted. However, there were certain transactions which
were considered as related party transactions under the purview of Accounting Standard -18
and the same are given under Significant Accounting annexed to the financial statements of
the company.
25. CORPORATE GOVERNANCE:
Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME
listed Company pursuant to Regulation 15 under Chapter IV of SEBI (LODR) Regulations, 2015
hence the same has not been annexed to the Board's Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure C to
this Report.
27. 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:
a) The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year. - Dharamjit Mori: 1:1 - Ankur Acharya: 0
- Parth Acharya: 0 - Rajat Raja Kothari: 0.12:1 - Rakesh Nareshchandra Kapadia: 0.03:1
b) The percentage increase in the remuneration of each director, Chief Executive
Officer, Chief Financial Officer and Company Secretary, if any in the financial year. -
During the FY 2022-23 there was nil (0%) increase in the remuneration WTD of CFO, CS and
other Non-Executive Directors. Note: During the year 2020-2021, no remuneration was paid
to Whole Time Director (Mr. Dharamjit Mori) however, during 2021-2022, Rs. 4,54,000 has
been paid to him and therefore, calculation relating to increase is not appropriate as
company is not paying him a fix monthly pay.
c) The percentage increase in the median remuneration of employees in the financial
year. - Nil.
d) The number of permanent employees on the rolls of the Company as on 31.03.2023. - 04
(Four).
e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration. - Average
0% increase in salaries of Employees and 0% increase in Managerial Remuneration during
F.Y. 2022-23. As there is no increment in remuneration of managerial person during the
year, explanation is not required to be given.
f) Affirmation that the remuneration is as per the remuneration policy of the company.
- The Company's remuneration policy is driven by the success of the Company during the
year under review. The Company affirms that the remuneration is as per remuneration policy
of the Company.
g) The names of the top ten employees in terms of remuneration drawn:
- Nalin Johari: Rs. 4.55 Lakhs - Dharamjit Mori: Rs. 3.10 Lakhs - Jagdish Chauhan: Rs.
1.14 Lakhs - Parin Bhavsar: Rs 0.95 Lakhs
h) The name of every employee, who
1.) Employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than One Crore and Two Lakh Rupees: 0
2.) Employed for a part of the financial year, was in receipt of remuneration for any
part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and
Fifty Thousand Rupees per month: 0
3.) Employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company: 0
28. COST AUDITORS:
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other
applicable provisions, if any, of the Companies Act, 2013 are not applicable to the
Company Hence, the Board of Directors of your company had not appointed Cost Auditor for
obtaining Cost Compliance Report of the company for the financial year 2022-23.
29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:
a. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year: Nil
b. number of shareholders who approached listed entity for transfer of shares from
suspense account during the year: Nil
c. number of shareholders to whom share were transferred from suspense account during
the year: Nil
d. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year: Nil
e. voting rights on shares which remain frozen till the rightful owner of such shares
claims the shares: Nil
30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards (I & II)
issued by the Institute of Company Secretaries of India and approved by the Central
Government under section 118(10) of the Companies Act, 2013.
31. PREVENTION OF INSIDER TRADING:
Your company has adopted the Code of Conduct on Prohibition of insider trading
and Code of Conduct for Directors and Senior Management Personnel for
regulating the dissemination of Unpublished Price Sensitive Information and trading in
security by insiders.
32. INDUSTRIAL RELATIONS (HUMAN RESOURCES):
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
33. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company is committed to provide a safe and conducive work environment to its
employees during the year under review. 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. Your directors further state that
during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
34. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016: There were no applications which are made by or against the company
under The Insolvency and Bankruptcy Code, 2016 during the year.
35. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
Date: August 30, 2023 |
For and on behalf of the Board of Directors |
Place: Ahmedabad |
|
Sd/- |
Sd/- |
Dharamjit Mori |
Rakesh Nareshchandra Kapadia |
Whole Time Director & CFO |
Non-Executive Director |
DIN: 08038027 |
DIN: 09361904 |
|