To,
The Members,
Sun Retail Limited,
Ahmedabad
Your Directors have pleasure in presenting the 18 th Annual Report of the Company
together with the Audited Statements of Accounts for the year ended March 31, 2025.
FINANCIAL RESULTS:
The Company's financial performance for the year under review along with previous
year's figures is given hereunder
(Amount In Lakhs.)
| PARTICULARS |
FOR THE YEAR ENDED ON 31.03.2025 |
FOR THE YEAR ENDED ON 31.03.2024 |
| Net Income from Business Operations |
3974.37 |
9702.22 |
| Other Income |
375.31 |
515.92 |
| Total Income |
4349.68 |
10218.14 |
| Total Expenses before depreciation & tax |
4337.60 |
10372.32 |
| Profit / (loss) before depreciation & tax |
17.35 |
111.70 |
| Less Depreciation |
0 |
(154.18) |
| Exceptional/Extra Ordinary Items |
0 |
265.88 |
| Profit before Tax |
17.35 |
111.70 |
| Less Tax Expenses |
0.43 |
0 |
| Net Profit after Tax |
16.92 |
111.70 |
| Basic and diluted EPS |
0.01 |
0.07 |
STATE OF AFFAIRS:
The Company is primarily engaged in the business of branding and trading of various
edible oils and agro and non- agro commodities. Further company is also engaged in skill
training projects of various governments in consortium with Ashray Foundation. There has
been no change in the business of the Company during the financial year ended 31 st March,
2025.
The highlights of the Company's performance are as under:
i. Revenue from operations for the year ended on 31 st March, 2025 is INR 3974.37 lakhs
as compared to INR 9702.22 lakhs for the year ended on 31 st March, 2024.
ii. Other incomes for the year ended on 31 st March, 2025 amounted to INR 375.31 lakhs
as compared to INR 515.92 lakhs for the year ended on 31 st March, 2024.
iii. Net Profit for the year ended 31 st March, 2025 amounts to INR 16.92 lakhs as
compared to INR 111.70 lakhs for the year ended on 31 st March, 2024.
iv. Earnings per share for the year ended 31 st March, 2025 amounts to 0.01 as compared
to 0.07 for the year ended on 31 st March, 2024.
SHARE CAPITAL:
During the year under review, there was no change in the share capital of the Company.
As on 31.03.2025 the Authorized share capital of the company was Rs. 62,50,00,000/-
divided into 62,50,00,000 equity shares of Re. 1/- each.
As on 31.03.2025 the paid-up Share capital of the Company is Rs. 15,51,68,000/- divided
into 15,51,68,000 equity shares of Re. 1/- each.
LISTING INFORMATION:
The Equity Shares in the Company are listed with BSE SME Platform and in dematerialized
form. The ISIN No. of the Company is INE206Z01020.
DIVIDEND:
To conserve the resources for future growth of the company, your directors do not
propose any dividend for the current year.
RESERVES:
Your directors' do not propose to transfer any amounts to the general reserves of the
Company, instead have recommended to retain the entire profits for the financial year
ended March 31, 2025 in the profit and loss account.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
In accordance with the provisions of sections 124 and 125 of the Act and Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven
years from the date of transfer to the Unpaid Dividend Account shall be transferred by the
Company to the Investor Education and Protection Fund ("IEPF").
The IEPF Rules mandate companies to transfer all shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more in the name of IEPF. The
Members whose dividend/ shares are transferred to the IEPF Authority can claim their
shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF
Rules.
During the year under review, the Company was neither liable to transfer any amount to
the Investor Education and Protection Fund (IEPF), nor there was any amount lying in the
Unpaid Dividend Account of the Company for the Financial Year 2024-2025.
DEPOSITS:
The Company, during the year, has not invited/ accepted any deposit other than the
exempted deposit as prescribed under the provision of the Companies Act, 2013, and the
rules framed there under, 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 Companies (Accounts)
Rules, 2014.
INSURANCE:
The properties/assets of the Company are adequately insured.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company
as on 31 st March 2025.
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.
STATUTORY AUDITORS & THEIR REPORT:
The Auditor, M/s. DDS & Associates, Chartered Accountants, (FRN: 120362W) is
appointed as Statutory Auditor of the Company to fill casual vacancy caused due to
resignation of M/s. NANAVATI & Co., Chartered Accountants, (FRN: 134235W) and who
shall hold office till the conclusion of Annual General Meeting for the financial year
2024-2025. Further, the Board has proposed the re-appointment of M/s. DDS &
Associates, Chartered Accountants, (FRN: 120362W) for a term of five financial years from
this 18 th AGM to 23 rd AGM of the Company.
Further the Statutory Auditors has given qualified opinion on the Audit report and are
mentioned below along with the comments of the board of Directors on the same.
There are no qualifications or adverse remarks in the Auditor's Report Except:
(i) During the year under consideration company has settled its liability of Rs. 5.27
lacs by writing off Creditors / payable accounts of various parties and of Rs 5.92 lacs
for amount receivable from various parties. I have not been provided with confirmation or
consent of parties for this transaction. In absence of any clear audit evidence regarding
existence of right to receive from debtor, liability to pay toward creditors and consent
of parties for recorded settlement, I am unable to comment upon existence, reliability and
accuracy of recorded transaction and future liabilities as far as payable accounts written
off.
Comment: The Company, after making reasonable efforts to obtain confirmations from the
concerned parties, did not receive any response and based on its assessment of the
recoverability and liability position, considered it prudent to write off the
aforementioned amounts. These adjustments were made in good faith to reflect a true and
fair view of the financial position, and management believes that the entries are
appropriate under the circumstances.
(ii) I have not been provided with clear classification of creditors such as creditor
for expenses and creditor for goods with respect to registration as MSME entity. I am
unable to comment upon compliances under MSMED Act. Thus in absence of clear audit
evidence in this regard I am unable to determine the delay in making payment to MSME
entities, liability of interest and compliance on such delayed payments in terms
ofprovisions of MSMED Act, if any. Further there is Outstanding TDS Account for FY 2022-23
by amount of Rs. 24.33 Lacs which arise due to some adjustment entries passed in
respective financial year and no clear documentary evidences or supporting documents
available for our verification. Management has no clarification regarding this
liabilility.
Comment: The Company is in the process of reconciling the TDS ledgers and investigating
the underlying adjustment entries. The current outstanding amount is being reviewed, and
corrective action will be taken upon completion of reconciliation. The Company
acknowledges the concern and is committed to resolving the issue during the current
financial year.
(iii) There are number of parties to whom advances given without any agreement and no
Interest charged on such advances/loans. Total amount of such loan accounts are Rs.
1462.00 lacs, in absence ofproper loan agreement and explanations, we can not comment upon
the under estimation of Interest Income and Assets of the company to the extent. Further,
there are number of parties from whom unsecured loans taken for which no agreement exist.
Such loans are of Rs. 517.80 Lacs [Previous Years Rs. 206.90 Lacs] and Closing Loans
liabilities are of Rs. 517.81 Lacs for which no interest provided and in absence of any
agreement, we could not comment upon the interest free loan funds and its future
liablities and its nature.
Comment: In the absence of formal agreements and considering that the advances were
given primarily for business or operational reasons, the Company believes that these
transactions do not necessarily attract interest. Therefore, any hypothetical interest
income is not recognized in the books.
(iv) Company has obtained DDU-GKY project from Gujarat Livelihood Promotion Company
Limited for skilling Rural Youth in the state of Gujarat and project from Government of
Jammu and Kashmir for skill development and has recorded grant income of Rs. 371.75 Lacs
from these projects. This income has been recorded as grant income under head other
income. Other current assets includes Grant receivable Rs.588.42 Lacs for Jammu Project
and Rs 412.54 Lacs for Gujarat Project as on 31/03/2025. Company has incurred total booked
skilled development expenses of Rs.371.75 Lacs as expenses in profit and loss account of
which significant amount remains payable. I have not been provided any records, bills,
evidence relating to all expenses incurred and its payments and statutory compliances for
the skill development project during the year under audit. All income, expenses, Assets
& Liabilities relating to Skill Development project are as provided by the management
only.
Further, I have not been provided audit evidence highlighting detailed terms and
conditions regarding recoverability of grant Income, thus, I am unable to comment upon the
same.
Comment: Our Company obtains a Utilisation Certificate from an Independent Chartered
Accountant after the grant is utilized, which is then submitted to the respective Skill
Department. Accordingly, all expenses booked and incurred under the Skill Development
projects are verified by the Independent Chartered Accountant issuing the certificate.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
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 (CP No:
22596), Ahmedabad, as the Secretarial Auditor to conduct the audit for the financial year
2024-25. This appointment was made in compliance with the applicable regulatory provisions
and was duly approved by the Board.
Further, the Board of Directors has approved the appointment of M/s. Himanshu S K Gupta
& Associates, Practicing Company Secretaries (CP No: 22596), Ahmedabad as the
Secretarial Auditor of the Company for a term of five consecutive years commencing from FY
2025-26 to FY 2029-30.
M/s. Himanshu S K Gupta & Associates have conducted the Secretarial Audit for the
financial year 2024-25 and their report is attached as Annexure-I to this Annual Report.
The Secretarial Auditors' Report contains qualification reservation as mentioned below.
a) The Company has not appointed an Internal Auditor for the Financial Year 2024-25 as
required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014.
Comment: The Company is in the process to find a suitable person for the position of
Internal Auditor of the Company.
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 2024-25.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of operations. The organisation is appropriately staffed with
qualified and experienced personnel for implementing and monitoring the internal control
environment. The internal audit function reports to the Audit Committee. Your Company has
adopted accounting policies which are in line with the Accounting Standards prescribed in
the Companies (Accounting Standards) Rules that continue to apply under Section 133 and
other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted
Accounting Principles in India. Changes in policies, if any, are approved by the Audit
Committee in consultation with the Auditors.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure III to this
Report.
DIRECTORS / KEY MANAGERIAL PERSONNEL:
The Composition of Board of Directors of the Company as on 31.03.2025 are as follows:
| Sr. No. |
Name |
DIN |
Designation |
| 1 |
Mr. Dharamjit Bhupatsinh Mori |
08038027 |
Whole-time Director |
| 2 |
Mr. Rakesh Nareshchandra Kapadia |
09361904 |
Non- Executive Director |
| 3 |
Mr. Raj at Raja Kothari |
09604960 |
Independent Director |
| 4 |
Mrs. Nisha Sukhdevbhai Parmar |
07687423 |
Independent Director |
?€? RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act, 2013 and in terms of the
Memorandum and Articles of Association of the Company, Provisions of retire by rotation of
Directors is applicable to the Company, accordingly appointment of Mr. Rakesh
Nareshchandra Kapadia is proposed as director retirement by rotation in the 18 th AGM of
the Company.
?€? NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
5 (Five) Board Meetings were held during the financial year ended 31 st March, 2025 on
the following dates:
| Sr. No. |
Date of meeting |
Total Directors |
Directors Present |
| 1. |
08/05/2024 |
3 |
3 |
| 2. |
30/05/2024 |
4 |
4 |
| 3. |
06/09/2024 |
4 |
4 |
| 4. |
13/11/2024 |
4 |
4 |
| 5. |
05/03/2025 |
4 |
4 |
?€? DIRECTOR RESPONSIBILITY STATEMENT:
Your director wishes to inform that the Audited Accounts containing financial
statements for the financial year 202425 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.
?€? CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review, the following changes took place:
1. Ms. Sejal Kanjibhai Parmar has tendered resignation from the post of Non-Executive
Independent Director of the company with effect from 08 th May, 2024.
2. Mrs. Nisha Sukhdevbhai Parmar has been appointed as Non-Executive Independent
Director of the company with effect from 08 th May, 2024.
?€? 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 evaluation of chairperson and the
non-independent Directors were carried out by the independent Directors.
?€? REMUNERATION POLICY:
The broad terms of reference of the Nomination and Remuneration Committee
("NRC") of the Company are as under:
?€? To identify suitable persons and recommend them as suitable candidates to
fill up vacancies on the Board or augment the Board and Senior Management.
?€? To lay down criteria for the evaluation of the Board including Independent
Directors and carrying out evaluation of every Director's performance.
?€? To formulate a criterion for determining qualifications, positive attributes
and independence of a director and recommending to the Board, appointment, remuneration
and removal of directors and senior management.
?€? Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
?€? Devising a policy on Board diversity.
?€? To do such act as specifically prescribed by Board and
?€? Carry out such other activities as maybe prescribed by the Companies Act
2013, read with Rules and regulations as maybe specified by the regulator from time to
time, including any modification or amendment thereto.
The Company has adopted a Nomination and Remuneration Policy as recommended by
"NRC" and the objective of Nomination and Remuneration Policy is to ensure
rationale and objectivity in the appointment and remuneration of the Directors, Senior
Management Personnel and employees of the Company. The Policy also provides bringing in a
pragmatic methodology in screening of candidates who may be recommended to the position of
Directors and to establish effective evaluation criteria to evaluate the performance of
every Director.
The Policy also serves as a guiding principle to ensure good Corporate Governance as
well as to provide sustainability to the Board of Directors of the Company. The
remuneration paid to the Directors of the Company is in accordance with the provisions of
Companies Act, 2013 and the Remuneration Policy adopted by the Company.
The Nomination and Remuneration policy is available on the website of the Company at
https://www.sunretail.in/index.html.
The NRC evaluated the performance of the Board, its committees and of individual
directors during the year.
?€? DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as independent directors of the
Company.
Independent Directors are familiarized with their roles, rights and responsibilities as
well as with the nature of industry and business model through induction program at the
time of their appointment as Directors and through presentations on economy & industry
overview, key regulatory developments, strategy and performance which are made to the
Directors from time to time.
?€? CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in any
manner. A code of conduct is required for them for their unbiased comments regarding the
working of the company. They will follow the code while imparting in any activity of the
company. The policy deals with the code of conduct of the Independent Directors, their
duties and responsibilities towards the company, is available at the website
https://www.sunretail.in/index.html.
COMMITTEES OF THE BOARD:
Matters of policy and other relevant and significant information are furnished
regularly to the Board. To provide better Corporate Governance & transparency,
currently, your Board has three (3) Committees viz., Audit Committee, Nomination &
Remuneration Committee, and Stakeholder Relationship Committee to investigate various
aspects for which they have been constituted. The Board fixes the terms of reference of
Committees and delegate powers from time to time.
A. AUDIT COMMITTEE:
The Audit Committee comprises of 2 non-executive Independent Directors and 1
Non-Executive Director as its Members. The Chairman of the committee is Independent
Director.
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process
by the Management, the statutory auditor and notes the processes and safeguards employed
by each of them.
During the Financial year 2024-25, Four (4) meeting of audit committee held on
30.05.2024, 06.09.2024, 13.11.2024 and 05.03.2025.
The Composition of Audit Committee and the details of meetings attended by members
during the year are given below.
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of Audit Committee Meetings Held & Entitled to
Attend |
No. of Audit Committee Meetings Attended |
| Mr. Rajat Raja Kothari |
Chairman of Committee |
Non-Executive Independent Director |
4 |
4 |
| Mr. Rakesh Nareshchandra Kapadia |
Member |
Non-Executive Director |
4 |
4 |
| Mrs. Nisha Sukhdevhai Parmar |
Member |
Non-Executive Independent Director |
4 |
4 |
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH
REASONS:
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of Independent Directors and
non-executive Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2024-25, One (1) meeting of the Nomination and Remuneration
Committee was held on 08.05.2024.
The Composition of Nomination and Remuneration Committee and the details of meetings
attended by members during the year are given below.
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of Nomination & Remuneration Meetings Held &
Entitled to Attend |
No. of Nomination & Remuneration Meetings Attended |
| Mrs. Nisha Sukhdevhai Parmar |
Chairman of Committee |
Non-Executive Independent Director |
0 |
0 |
| Mr. Rakesh Nareshchandra Kapadia |
Member |
Non-Executive Director |
1 |
1 |
| Mr. Rajat Raja Kothari |
Member |
Non-Executive Independent Director |
1 |
1 |
The Nomination and remuneration policy available on the website of the company at
https://www.sunretail.in/idesk.html
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
The stakeholder relationship committee comprises Non-executive Director, Whole-time
Director and one Independent Director as its members. The Chairman of the Committee is a
Non-Executive Director.
During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship
Committee was held on 08.05.2024.
The Composition of Stakeholder and Relationship Committee and the details of meetings
attended by the members during the year are given below:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
No. of Stakeholder Relationship Meetings Held & Entitled
to Attend |
No. of Stakeholder Relationship Meetings Attended |
| Mr. Rakesh Nareshchandra Kapadia |
Chairman of Committee |
Non-Executive Director |
1 |
1 |
| Mr. Dharamjit Bhupatsinh Mori |
Member |
Whole-time Director |
1 |
1 |
| Mrs. Nisha Sukhdevbhai Parmar |
Member |
Non-Executive Independent Director |
0 |
0 |
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
EMPLOYEES' STOCK OPTION PLAN:
The Company has not provided stock options to any employee.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of
employees of the Company, is enclosed as Annexure IV and forms part of this Report.
Further, as per the provisions specified in Chapter XIII of Companies (Appointment
& Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of
the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if
employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the
year.
Further, the names of top ten employees in terms of remuneration drawn are disclosed in
Annexure IV and forms part of this Report.
MATERIAL CHANGES DURING THE YEAR:
There were no material changes during the year, which may have adverse effect on the
operations of the Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, no significant and material orders were passed by the
regulators or courts or tribunals which impact the going concern status and company's
operations.
ANNUAL RETURN:
Pursuant to Notification dated 28 th August, 2020 issued by the Ministry of Corporate
Affairs as published in the Gazette of India on 28th August, 2020, the details forming
part of the extract of Annual Return in Form MGT -9 is not required to be annexed herewith
to this report. However, the Annual Return will be made available at the website of the
Company at https://www.sunretail.in/idesk.html.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
The Company has laid down the procedure to inform the Board about the risk assessment
and minimization procedures. These procedures are reviewed by the Board from time to time
to ensure that there is timely identification and assessment of risks, measures to
mitigate them, and mechanisms for their proper and timely monitoring and reporting.
The Company has also adopted 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. The Risk
Management Policy has been uploaded on the website of the Company at www.sunretail.in
The Company does not fall under the ambit of top 1000 listed entities, determined on
the basis of market capitalization as at the end of the immediately preceding financial
year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable.
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
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
https://www.sunretail.in/idesk.html. The employees of the Company are made aware of the
said policy at the time of joining the Company.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis. The employees of the Company are made aware of the said policy at the time
of joining the Company.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis.
CORPORATE GOVERNANCE REPORT:
Pursuant to the Listing Regulations, the Corporate Governance Report regarding
compliance of conditions of Corporate Governance, is not applicable to the companies
listed on SME Exchange of stock exchanges, therefore the said report is not applicable to
your company.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company with related parties
were in ordinary course of the business and at arm's length basis. All transactions with
related parties were reviewed and approved by the Audit Committee and the Board and are in
accordance with the policy on related party transactions formulated by the Company.
There are no material significant related party transactions that may have potential
conflict of interest with interest of the Company at large. The details of related party
transactions as per AS are set out in the notes of accounts of the Audited Annual
Financial Statements of the Company forming part of this Annual Report.
During FY 2024-25, your Company has not entered into any transactions with related
parties which could be considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
However as required, Form AOC-2, as required under Section 134 (3) (h) of the Companies
Act, 2013, is annexed as Annexure-II.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The
Companies (Accounts) Rules 2014 as amended from time to time is as follows:
A. CONSERVATION OF ENERGY:
i. The steps taken or impact on conservation of energy:
The Company has taken measures and applied strict control system to monitor day to day
power consumption, to endeavour to ensure the optimal use of energy with minimum extent
possible wastage as far as possible. The day-to-day consumption is monitored and various
ways and means are adopted to reduce the power consumption in an effort to save energy.
ii. The steps taken by the Company for utilizing alternate sources of energy:
The Company has not taken any step for utilizing alternate sources of energy.
iii. The capital investment on energy conservation equipment:
During the year under review, Company has not incurred any capital investment on energy
conservation equipment.
B. TECHNOLOGY ABSORPTION:
i. The effort made towards technology absorption:
The Company has not imported any technology and hence there is nothing to be reported
here.
ii. The benefit derived like product improvement, cost reduction, product development
or import substitution:
None
iii. in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) -
a. The details of technology imported: Nil
b. The year of import: Not Applicable
c. Whether the technology has been fully absorbed: Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable
iv. The expenditure incurred on Research and Development:
During the year under review, the Company has not incurred any expenditure on Research
and Development.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows are as follows:
| Particulars |
Current Year (2024-25) (Rs.) |
Previous Year (2023-24) (Rs.) |
| C.I.F. Value of Imports |
NIL |
NIL |
| F.O.B. Value of Exports |
NIL |
NIL |
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.
Following is the Summary of sexual harassment complaints received and disposed off
during the FY 2024-25.
| 1. |
Number of complaints of sexual harassment received in the
year |
Nil |
| 2. |
Number of complaints disposed off during the year |
N.A |
| 3. |
Number of cases pending for more than 90 days |
N.A |
DISCLOSURE ON MATERNITY BENEFITS:
Your Company remains committed to promoting the health, well-being, and rights of its
women employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as
amended by the Maternity Benefit (Amendment) Act, 2017, Sun Retail Limited has implemented
all necessary measures to support women employees during and after pregnancy. The Company
provides maternity benefits which are in strict accordance with the provisions of the
Maternity Benefit Act, 1961, as amended, and have been duly adopted and incorporated into
the Company's employment policy. These entitlements are extended to all eligible women
employees in line with statutory compliance.
During the financial year under review, the Company has not received any grievances or
complaints related to maternity benefits, and remains fully compliant with the applicable
legal and regulatory requirements.
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:
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report.
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.
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.
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.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its status. Your Company is registered
on SCORES and makes every effort to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit from the receipt of the complaint.
Your Company would like to inform you that it has received one complaint through SCORES
during the financial year 2024-25, which has been duly resolved.
INVESTOR GRIEVANCES REDRESSAL STATUS:
During the Financial Year 2024-25, there were no complaints or queries received from
the shareholders of the Company. Company Secretary acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can
send their query to www.sunretail.in.
COMPLIANCE WITH THE SECRETARIAL STANDARD:
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
OTHER REGULATORY REQUIREMENT:
The Company has been complied with all regulatory requirements of central government
and state government and there were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and
the Company's operations in future.
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.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONGWITH THE REASONS THEREOF:
As Company has not done any one-time settlement during the year under review hence no
disclosure is required. WEBSITE:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a
functional website namely www.sunretail.in. containing basic information about the
Company. The website of the Company is also containing information like Policies,
Financial Results, Annual Reports and information of the designated officials of the
Company who are responsible for assisting and handling investor grievances for the benefit
of all stakeholders of the Company, etc.
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.
| Sd/- |
Sd/- |
| Dharamjit Mori |
Rakesh Kapadia |
| Whole-time Director & CFO |
Non-Executive Director |
| DIN: 08038027 |
DIN: 09361904 |
