| 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) |