Directors Report of Sungold Capital Ltd.

Mar 31, 2024

Your Directors are pleased to present 32^nd Annual Report along with the Audited Financial Statements of your Company for the financial year
ended on 31^st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The Board''s Report shall be prepared based on the financial statements of the company.

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from operation	227.64	179.70
Other Income	0.024	0.70
Total Revenue	227.67	180.39
Total Expense (Excluding Depreciation)	223.17	176.27
Gross Profit before depreciation and tax	5.018	3.51
Depreciation	0.521	0.61
Net Profit before tax	4.497	3.51
Tax Expense	1.132	0.88
Net Profit After Tax	3.365	2.63
Balance of Profit brought forward	102.09	99.98
Balance available for appropriation	3.365	2.63
Proposed Dividend on Equity Shares	Nil	Nil
Tax on proposed Dividend	Nil	Nil
Transfer to General Reserve	0.67	0.53
Surplus carried to Balance Sheet	104.78	102.09
Earning Per Shares (EPS) Basic Diluted	0.018 0.018	0.014 0.014

STATE OF COMPANY’S AFFAIRS & FUTURE OUTLOOKS:

During the year under review, the Company has generated total revenue of Rs 227.67 Lakhs as compared to the previous financial year which was
Rs. 180.39 Lakhs. The Company has achieved net profit of Rs 3.365 Lakhs as compared to the previous financial year which was Rs 2.63 Lakhs.

Your Board of directors are continuously looking for new avenues for future growth of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements]
Regulations, 2015, the Management''s Discussion and Analysis is provided as a separate section forming part of the Annual Report

DIVIDEND:

In order to conserve the resources and for further growth, the Company does not propose to pay any dividend.

DEPOSITS:

The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act 2013 are applicable.
AMOUNT TRANSFER TO RESERVE:

During the FY 2023-2024, the Company has transferred an amount of Rs. 0. 67 Lakhs/- (P.Y. of Rs. 0.53 Lakhs/-) equivalent to 20% of profit after
tax of the Company to special reserve account in compliance with Section 45IC of the RBI Act

SHARE CAPITAL:

The Share capital of the Company as on March 31, 2024 was Rs. 18,40,34,850/-. During the year under review, the Company neither issued any
shares with differential voting rights nor granted stock options and sweat equity. As on March 31,2024 none of the Directors of the Company holds
instrument convertible into equity shares of the Company.

ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the website of the company -
Web address: https://sungoldcapitallimited.com

CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business during the year under review

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 1B6:

As company is an NBFC and engaged in business of loan and advance. Section 186 is not applicable to the Company by virtue of exemption given in
subsection [11) of section 186.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in
Annexure - IA to this report

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company.
Transactions with related parties are in the ordinary course of business on arm’s length and are periodically placed before the Audit Committee
and Board for its approvals and the particulars of contracts entered during the year 2023-24, in Form AOC-2 is enclosed as Annexure - IB.

The policy on related party transactions and dealing with related party transactions is available on the website of the Company at the below link:
http://sungoldcapitallimited.eom/wp-content/uploads/2024/03/8.-POI.ICY-ON-MATERIAl.ITY-OF-RTP-AND-ON-DEAI.ING-WITH-RTP.pdf

DETAILS OF HOLDING/SUBSIDiARY/IOINT VENTURES/ASSOCIATE COMPANIES:

There was no Holding/Subsidiaiy/Joint Ventures/Associate Companies during the FY 2023-24.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES

Your Company does not have any subsidiary(s), associate(s) and/or joint venture(s) company. Accordingly, this information is not applicable on
your Company

CORPORATE SOCIAL RESPONSIBILITY:

The present financial position of the Company does not mandate the implementation of CSR activities pursuant to the provisions of Section 135
and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives
whenever it is applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF REPORT

There have been no material change and commitments affecting the financial position of the Company from the end of the financial year up to the
date of this Report.

CHANGE IN PLACE OF MAINTAINING BOOKS OF ACCOUNTS

The Members are hereby informed that the consent of Board was obtained by the Company to maintain its Books of accounts at the Registered
office of the Company. Further, it is also informed that, the Company does not have any Corporate office of the Company, and will operate from its
Registered office.

MATERIAL EVENTS

During the period under the review there has been no material events taken place in the company.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Remuneration Managerial Personnel) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Bakulesh Oza,
retires by rotation at the ensuing Annual General Meeting. The Board of Directors, based on the recommendation of the Nomination and
Remuneration Committee, has recommended their appointment as re-designation.

There were no changes in the Directors of the Company during the Financial Year 2023-2024.

There were following changes in the Directors of the Company after the closure of the financial year 2023-2024:

Sr. No	Name of Director	Designation	Date of appointment	Date of Resignation/ Retirement
1	Uma Maheswararao Sikhinam	Indpendent Director	21/08/2014	08/07/2024
2	Karishma Ruturaj Kaku	Women Indpendent Director	14/08/2015	05/07/2024
3	Rajesh Narayan Pillai	Non- Executive Director	04/09/2016	05/07/2024
4	Moksha Shah	Women Indpendent Director	05/07/2024	-
5	Bakulesh Oza	Non- Executive Director	05/07/2024	-
6	Avinash Nolkha	Indpendent Director	05/07/2024	-

None of the other Directors of the Company are disqualified under Section 164 of Companies Act, 2013.

During the period under review, Ms. Shreya Shah, Company Secretary and Compliance Officer of the Company resigned from the position
w.e.f 03.07.2023 due to pre-occupied schedule and Ms. Shruti Asati, is appointed as Company Secretary and Compliance Officer of the Company
w.e.f 22.08.2023.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate
its functions of governance and management The policy of the Company on directors’ appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3] of Section 178 of
the Companies Act 2013, is available on the website of the Company at the below link.

httn://suneoldcapitallimited.com/wD-content/uploads/2024/03/12.-NOMINATION-AND-REMUNERATION-PQLICY.ndf

We reviewed the policy in the fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.

DECLARATION BY AN INDEPENDENT DIRECTOR:

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 (6] of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation of Independent Directors, Board, Committees and other individual
Directors, process of performance evaluation has been carried out as per Nomination and Remuneration Policy.

MEETINGS:

Your Board met 6 (six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed
under the Act and SEBI Listing Regulations.

During the Financial Year 2023-2024, No Extra Ordinary General Meetings of the Company was held.

During the Financial Year 2023-24, 31^st Annual General Meeting of the Company was held on Thursday, September 21,2023 at 09.30 A.M. at the
registered office of the company.

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this
Annual Report

COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with
Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to
be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

C. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to
be read with Regulation 20 ofthe SEBI (Listing Obligation & DisclosureRequirement) Regulation, 2015.

The Composition of the Committee as on 31.03.2024 is given in the Corporate Governance Report which forms the integral part of this Annual
Report.

Further, the Composition of the Committee as on the date of this Board Report is updated on the website of the Company at
https://sungoldcapitallimited.com/management/

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted the whistle blower mechanism for Directors and employees to report concerns about unethical behavior, actual or
suspected fraud, or violation of the Company’s code of conduct and ethics. There has been no change to the Whistle blower Policy adopted by the
Company during the year.

The details of the policy are available on the website of the Company at the below link: http://sungnldcapitallimited.com/wp-
content/uplnads/2024/03/9.-VlGIL-MECHANISM-AND-WHISTLE-BLOWER-POLICY.pdf

STATEMENT OF MATERIAL SUBSIDIARY:

The Company currently does not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries can be viewed on our website:
http://siingnldrapitallimiteri.rnm/wp-rnntent/iiplnads/2(124/nS/n.-POI,ICY-FOR-r)ETERMININr,-MATERIAI,-SIIBSir)IARIFS.prif

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on January 23,2024, without the attendance of Non-Independent Directors and members of the management The
Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the
performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and
reasonably perform their duties.

ACCOUNTING METHOD

The Standalone Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards as notified under
Sections 129 and 133 of the Act read with the Companies [Accounts] Rules, 2014, as amended and other relevant provisions of the Act In
accordance with the provisions of the Act, applicable Accounting Standards, the SEBI Listing Regulations, the Audited Standalone Financial
Statements of the Company for the financial year ended March 31,2024, together with the Auditors’ Report form part of this Annual Report

The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting
Standards] Rules, 2015 read with Section 133 ofthe Act, as amended from time to time. Further, the Company follows the Master Directions issued
by RBI for NBFCs. The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies
adopted in the preparation of the Financial Statements have been consistently followed in the previous year.

RISK MANAGEMENT POLICY AND MITIGATING STEPS:

The Company has identified various risks faced by the Company from different areas Appropriate Structures are present so that risks are
inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit
Committee and Board of Directors on regular basis as and when required. The Policy on Risk Management can be viewed on our website:
https://sungoldcapitallimited.com/wp-content/uploads/2024/08/26.-RISK-MANAGEMENT-PQLICY.pdf

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set
out by SEBI. The Company has also implemented several best Corporate Governance Practices as prevalent globally.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements], Regulations, 2015, a Report on Corporate Governance and the
Auditors Certificate on Corporate Governance are annexed to this Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year as stipulated under Regulation 34(3] of the Listing Regulations is separately given and
forms part of this Annual Report

ANNUAL SECRETARIAL COMPLIANCE REPORT

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08,2019 read with Regulation 24(A] of the Listing Regulations, directed listed
entities to conduct Annual Secretarial Compliance Audit from a Practicing Company Secretary of all applicable SEBI Regulations and
circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report issued by Practicing
Company Secretaries under Form MR - 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year. The
Company has engaged the services of Amruta Giradkar and Associates (CP No. 19381], Company Secretaries for providing this certification

APPLICATION/PROCEEDING PENDING UNDER IBC

None of the application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the
year.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITION AND
REDRESSAL1 ACT. 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has updated the same on the website of the
company. During the year Company has not received any complaint of harassment

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following
statements in terms of Section 134(5] ofthe Act.

That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any.

That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have
been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the
profit or loss of the Company for the financial year ended March 31, 2024.

That proper and sufficient care has been taken for 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 preventing and detecting fraud and other irregularities.

That the Annual Financial Statements have been prepared on a going concern basis.

That proper internal financial control was in place and that the financial controls were adequate and were operating effectively.

That system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
STATUTORY AUDITORS & AUDITORS'' REPORT

At the 31st Annual General Meeting held on September 21, 2023 the Members approved appointment of M/s. J. Singh & Co.,
Chartered Accountants (Firm Registration No. 110266W) and (Membership No. 100748) as Statutory Auditors of the Company to hold office
from the Conclusion of 31^st Annual General Meeting till the Conclusion of 36^th AGM of the Company, on such terms and remuneration as agreed
upon between the Audit Committee/Board of Directors and the Auditors. The requirement to place the matter relating to appointment of auditors
for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018.
Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same
has been included in the Notice for this AGM.

EXPLANATION OR COMMENTS OR QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

The Statutory Auditor''s Report for the FY 2023-2024, does not contain any qualification, reservation or adverse remark or disclaimer, the same
forms part of this Annual Report The Statutory Auditors of the company have not reported any matter under Section 143(12) of the
Companies Act, 2013.

Also, The Secretarial Auditors’ Report for FY 2023-24, does not contain any qualification, reservation or adverse remark or disclaimer, the same
forms part of this Annual Report

DETAILS IN RESPECT OF FRAUDS. IF ANY. REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed
in your Company by Company’s officers or employees, to the Audit Committee, as required under Section 143 (12) of the Act.

SECRETARIAL AUDIT REPORT

The Secretarial Audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, SEBI (LODR) etc. as stipulated by the
provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this report as Annexure - II.

INTERNAL AUDITOR

The Company had appointed M/s. Ravjani Jemani & Co., Chartered Accountant, Chartered Accountants as Internal Auditor of the Company to carry
out the Internal Audit Functions.

The Internal Auditor submits a “Yearly Report’ to the Audit Committee for its review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its
objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and
evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and
policies at all locations of the Company.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

DISCLOSURE UNDER RULE 5111 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL!. RULES. 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014 in respect of employees of the Company and Directors is attached as ‘Annexure IV''. There were no employees receiving
remuneration above the prescribed limit in terms of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014.

SIGNIFICANT OR MATERIAL ORDERS

No significant or material orders has been passed against the Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy and technology absorption.

The operation of the company, being financial services related, requires normal consumption of electricity. The company is taking every
necessary step for reducing consumption of energy.

(B) Foreign Exchange Earnings And Outgo:

There was no foreign exchange earnings foreign exchange outgo for the year ended as on March 31,2024.

RESERVE BANK OF INDIA DIRECTIONS

Company is categorized as a non-deposit taking, non-banking finance company (NBFC). Company has complied with the directives issued by the
Reserve Bank of India under the Non-Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time as on
March 31,2024.

INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as
"Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guidelines and advises the
Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The
said policy can be viewed on our website http://sungoldcapitallimited.com/wp-content/uploads/2024/03/10.-INSIDER-TRADING.pdf

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) as well as
the Report on Board of Directors (SS-4) issued by The Institute of Company Secretaries of India, have been duly followed by the Company.

THE 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 ALONG WITH THE REASONS THEREOF DURING
THE FINANCIAL YEARS:

During the period under review, the Company has not taken any loan from any banks and Financial Institutions and there is no one-time
settlement made by the Company.

DISCLOSURE ABOUT COST AUDIT

Maintenance of Cost Records and requirement of Cost audit as prescribed under provisions of Section 148(1) of the Act, are not applicable for
business activities carried out by the Company.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year 2023-2024 the Company has not shifted its Regisrtered Office.

The current registered office of the Company is "Ground Floor, 36, Shrl Rang Residency, Vadia, Rajplpla, Narmada - 393145"

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

• there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee
Stock Option Scheme referred to in this Report

• there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• there was no public issue, rights issue, bonus issue or preferential issue, etc.

• there was no issue of shares with differential rights.

• there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

• no significant or material orders were passed by the Regulators or Hon''ble Courts or Tribunals which impact the going concern status and
Company''s operations in future, vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016.

• there was no failure to implement any Corporate Action.

• there were no borrowings from Banks or Financial Institution and no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS

The Board of Directors wish to acknowledge and place on record their sincere appreciation and sincere gratitude to the Government of India and
Government of Gujarat and their respective ministries and departments various Central and State Government authorities; for continued
assistance and co-operation received from all the members, regulatoiy authorities, financial institutions, bankers, lenders, Suppliers, Vendors,
Clients, consultants, advisors, shareholders, investors Prospective lessees, tenants, employees and other business associates.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Reserve Bank of India,
Securities Exchange Board of India (SEBI), BSE Limited, Depositories, Ministry of Corporate Affairs and all other statutory and/or regulatory
bodies.

Place: Rajpipla For and on behalf of the Board of Directors

Date: 13.08.2024

Sd/-

Rajiv Kotia

Chairman & Managing Director
DIN:00135912

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 22nd Annual Report and Account for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

PARTICULARS YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013 (RS. IN LACS) (RS. IN LACS)

Sales & Other Income from Operation 87.94 72.48

Other Income 1.60 1.00

Total Expenditure 80.23 64.22

Profit before Depreciation 9.30 9.26

Depreciation 0.66 1.05

Profit before Tax 8.65 8.21

Provision for Taxation 2.69 2.77

Net Profit after Tax 5.95 5.44



DIVIDEND:

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2014.

PERFORMANCE OF THE COMPANY:

Despite of the adverse economic situation, Directors of the Company have made effort to improve the net income of the Company to it''s their best possible extend.

CONSOLIDATED FINANCIAL STATEMENT:

The audited consolidated financial statements of your Company as on 31st March, 2014 , which forms the part of the annual report , have been prepared pursuant to clause 41 of the Listing Agreement entered with the Stock Exchange, in accordance with the provisions of the Companies Act, 1956 and Accounting Standards AS -21 on Consolidated Financial Statements.

DIRECTOR:

In terms of the provisions of the Companies Act, 2013, Mr. Sharad Gandhi retires by rotation and being eligible for re-appointment.

The Company have received declaration from Mr. Keyur Gandhi (DIN No: 03494183), Mr. Rafiullahkhan Pathan (DIN No: 01779253), Anand Kapatel (DIN No: 05338189) Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Keyur Gandhi (DIN No: 03494183) & Mr. Rafiullahkhan Pathan (DIN No: 01779253) filed their resignation with the Company on 21.08.2014.

Mr. Uma Maheswararao Sikhinam (DIN No: 02914295), Ms. Anoma Contractor (DIN No: 02620016) and Mr. Harish Laddha (DIN No: 06938422) were appointed w.e.f. 21.08.2014, 2014 as an Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public.

AUDITORS:

R. K. Somani & Associates, Chartered Accountants, Mumbai (FRN:-118666W), hold office upto the date of conclusion of the ensuing Annual General Meeting. In view of his pre- occupation schedule and on the recommendation of the Audit Committee, the Board of Directors at its meeting held on August 21, 2014, appointed M/s. Rakesh Parmar & Co., Chartered Accountant (FRN: 134967W), as the Statutory Auditor of the Company for the term of five years i.e from this financial Year 2014-2015 to financial year 2018-2019 and to hold office till the conclusion of twenty seventh Annual General Meeting of the Company.

KEY MANGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Rajiv Kotia, Managing Director & CEO of the Company continues to hold the office, Mr. Ushik Gala, is appointed as a CFO of the Company w.e.f. 21.08.2014, and Mr. Uday Sawant is hereby appointed as Company Secretary and Compliance officer of the Company w.e.f. 21.08.2014 which constitutes the KMPs of the Company.

PERSONNEL:

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

- That the selected accounting policies were applied consistently and the directors made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state affairs of the company as at March 31, 2014 and of the profit or loss of the company for the year ended on that date.

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance, with the provisions of the Companies Act, 1956 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

- That the annual account has been prepared on a going concern basis.

CONSERAVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTSTANDING:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the forgoing matters is given here under.

1. Conversation of energy Nil

2. Technology absorption, research & dev. Nil

3. Foreign Exchange earning & outgoing Nil

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

NEW INITIATIVE:

You''re Company, as mentioned in Management Discussion and Analysis Report has completed the Fashion Calendar 2014-2015 and successful launched the calendar on leading Gujarati news channels namely: GTPL. And Gujarat Samachar.

DETAILS OF SUBSIDIARIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

CHANGE OF REGISTER OFFICE OF THE COMPANY:

During the year the Company shifted from 41, Green Villa Complex, Near H.B. Kapadia School, Gurukul Road, Ahmedabad – 380052 to 8- I, Vardan Exclusive, Nr. Vimal House, Stadium Road, Navrangpura, Ahmedabad – 380009 vide its Board Meeting dated 11.10.2013.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees which have been constituted and reconstituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report forming the part of Annual Report separately.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

A detailed chapter on "Management Discussion and Analysis Report" pursuant to clause 49 of the Listing Agreement is given elsewhere in Annual Report separately.

ACKNOWLEDGEMENT:

Your Director would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, Ahmedabad Stock Exchange and Bombay Stock Exchange and various Government and semi – government authorities, agencies and offices.

Your Directors would like to put on record with thanks their deep sense of appreciation for assistance, diligence and co- operation of the executives and staff of the Company.

For and on behalf of the Board Place: Ahmedabad Date: 21.08.2014 Mr. Rajiv Kotia Chairman & Managing Director

---

Mar 31, 2013

The Directors have pleasure in submitting their 21st Annual Report and Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs)_ Particulars Year ended 31st Year ended 31st March, 2013 March, 2012

Sales & Other Income from Operation 72.48 113.13

Other Income 1.00 1.21 Total Expenditure 64.22 110.72

Profit before Depreciation 9.26 3.62

Depreciation 1.05 1.10

Profit before Tax 8.21 2.52

Provision for Taxation 2.77 0.69

Net Profit after Tax 5.44 1.83

PERFORMANCE:

During the year under review, the company has earned a Net Profit after Tax Rs. 5.44 Lacs.

DIVIDEND:

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2013.

EMPLOYEES:

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Ashok Modi is eligible to retire by rotation and being eligible offered himself for re-appointment.

Mr. Anand Ashokkumar Kapatel, additional director has given notice to the company as to his willingness to be appointed as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report 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) 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 that year;

iii) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

M/s R. K. Somani & Associates ; Chartered Accountants, Mumbai retires as Auditors of the Company at the conclusion of the ensuing Annual General and being, eligible, offer themselves for re- appointment.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

CONSERVATION OF ENERGY, TECHNOLOGY ABORPTION & FOREIGN EXCHANGE EARNING & OUTGOING:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

NEW INITIATIVE:

Your Company, as mentioned in Management Discussion and Analysis Report has completed the dubbing of Gujarati Feature Film under the production of its Division Sungold Entertainment into Hindi. Besides this company is also planning to work on new unnamed Film projects in Gujarati, Hindi & Telugu Languages. The Entertainment division has entered into association with GTPL. Also it has completed the Fashion Calendar Shoot for 2013-2014.

DETAILS OF SUBSIDIARIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DEMERGER:

Your company is proposing for approval of Demerger of its division Sungold Entertainment into Sungold Entertainment Limited. Company has taken this step to improvise the business and functions of Entertainment Division. As the Division has so many new projects and various upcoming events in a pipeline so as to seeing the expansion and growth of the business it was felt necessary by the directors of the company to demerge it and make it a separate entity to make the full utilization of resources. The business of entertainment division needs a large space and manpower that''s why your directors propose to demerge the division of the company.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the subsidiaries, Shree Krishna Infrastructure Limited & Shree Krishna Holiday Home & farms Limited, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 28/05/ 2013 Mr. Rajiv Kotia

Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in submitting their 20th Annual Report and Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March, 2012 March, 2011

Sales & Other Income from Operation 113.13 17.58

Other Income 1.21 1.00

Total Expenditure 110.72 16.52

Profit before Depreciation 3.62 2.06

Depreciation 1.10 0.31

Profit before Tax 2.52 1.75

Provision for Taxation 0.69 0.54

Net Profit after Tax 1.83 1.21

PERFORMANCE:

During the year under review, the company has earned a Net Profit after Tax Rs. 1.83 Lacs.

DIVIDEND:

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2012.

EMPLOYEES:

The Company does not have any employee in the category as specified under Section 217(2A) of the Companies Act, 1956.

DIRECTORS:

Mr. Sharad Gandhi is eligible to retire by rotation and being offered himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report 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) 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 that year;

iii) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

M/s R. K. Somani & Associates ; Chartered Accountants, Mumbai retires as Auditors of the Company at the conclusion of the ensuing Annual General and being, eligible, offer themselves for re- appointment.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

CONSERVATION OF ENERGY, TECHNOLOGY ABORPTION & FOREIGN EXCHANGE EARNING & OUTGOING:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

NEW INITIATIVE:

You're Company, as mentioned in Management Discussion and Analysis Report has completed the dubbing of Gujarati Feature Film under the production of its Division Sungold Entertainment into Hindi. Besides this company is also planning to work on new unnamed Film projects in Gujarati, Hindi & Telugu Languages. Company has organized the drama play "Gulam Raja ne Hu", which was appreciated by many people. The Company is in process of acquisition new pharma division known as "Onix Pharma". As a new initiative in pharmaceutical.

HIGH COURT ORDER ON SCHEME OF AMALGAMTION:

Your Company has received the approval for the Scheme of Amalgamation of Magic Touch Infotech limited with Sungold Capital Limited. The Hon'ble High Court of Gujarat at Ahmedabad sanctioned the Scheme of Amalgamation of Magic Touch Infotech with your Company as on 20th day of March, 2012.

DETAILS OF SUBSIDIARIES:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Details of major subsidiaries of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

DEMERGER:

Your company is proposing for approval of Demerger of its division Sungold Entertainment into Sungold Entertainment Limited. Company has taken this step to improvise the business and functions of Entertainment Division. As the Division has so many new projects and various upcoming events in a pipeline so as to seeing the expansion and growth of the business it was felt necessary by the directors of the company to demerge it and make it a separate entity to make the full utilization of resources. The business of entertainment division needs a large space and manpower that's why your directors propose to demerge the division of the company.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the subsidiaries, Shree Krishna Infrastructure Limited & Shree Krishna Holiday Home & farms Limited, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

Place: Ahmedabad

Date : 17th July, 2012 Mr. Rajiv Kotia

Chairman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in submitting their 19th Annual Report and Accounts for the year ended on 31st March, 2011.

(Rs in Lacs) Particulars Year ended 31st Year ended 31st March, 2011 March, 2010

Sales & Other Income from

Operation 17.58 15.07

Other Income 1.00 18.25

Total Expenditure 16.52 30.75

Profit before Depreciation 2.06 2.57

Depreciation 0.31 0.22

Profit before Tax 1.75 2.35

Provision for Taxation 0.54 (4.81)

-Net Profit after Tax 1.21 7.16

During the year under review, the company has earned a Net Profit after Tax Rs. 1.21 Lacs.

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2011.

Information on particulars of Employees' Remuneration as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to the company as there were no employees drawing a Salary of Rs. 2,00,000 or more per month.

Mr. Ashok Modi is eligible to retire by rotation and being offered himself for re-appointment.

APPOINTMENT OF ADDITIONAL DIRECTORS:

The Board approved the appointment of Mr. Rafiullah Khan Pathan, Mr. Naresh Kumar Modi, & Mr. Keyur Gandhi as an Additional Directors u/s 260 of Companies Act , 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report 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) 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 that year;

iii) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS:

Then the Chairman informed that the auditors of the Company Samria & Co, Chartered Accountants retire at the conclusion of this meeting and he had expressed his unwillingness to be continued as auditor of the Company. The Board has received confirmation from M/s R. K. Somani & Associates, Chartered Accountant of Mumbai that if he be and hereby appointed as auditor of the company his appointment would be within the limit described under section 224 (1B) of the Companies Act, 1956.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange, Mumbai (BSE) and Ahmedabad Stock Exchange Limited (ASE).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS:

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

NEW INITIATIVE:

You're Company, as mentioned in Management Discussion and Analysis Report has started dubbing of Gujarati Feature Film under the production of its Division Sungold Entertainment into Hindi. Besides this company is also planning to work on new unnamed Film projects in Gujarati, Hindi & Telugu Languages. Company is also organizing a Drama Play on innovative subject.

HIGH COURT ORDER ON SCHEME OF AMALGAMATION:

Your Company received High Court Order dated 21st July 2011 after submission of Application to Court pursuant to Scheme of Amalgamation between Magic Touch Infotech Limited (a "Transferor Company") & Sungold Capital Limited (a "Transferee Company") u/s 391-394 of Companies Act 1956.

DETAILS OF SUBSIDIARIES:

The audited statements of accounts for the year ended 31st March, 2011 of Shree Krishna Holiday Home and Farms Limited and Shree Krishna Infrastructure Limited the subsidiary companies together with Auditor's Report and Director's report as required pursuant to section 212 of the Companies Act, 1956, are attached. The Consolidated Financial Results represents of those Sun gold Capital Limited and its subsidiaries, viz. Shree Krishna Holiday Home and Farms Limited and Shree Krishna Infrastructure Limited. The Company has consolidated its results based on the Accounting Standard on Consolidation of Financial Statements (AS-21) and Accounting Standard on Accounting for Investments in Associates in Consolidation of Financial Statements (AS-23) issued by the Institute of Chartered Accountants of India.

DEMERGER:

Your company is proposing for approval of Demerger of its division Sungold Entertainment into Sungold Entertainment Limited. Company has taken this step to improvise the business and functions of Entertainment Division. As the Division has so many new projects and various upcoming events in a pipeline so as to seeing the expansion and growth of the business it was felt necessary by the directors of the company to demerge it and make it a separate entity to make the full utilization of resources. The business of entertainment division needs a large space and manpower that's why your directors propose to demerge the division of the company.

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE

Your Company's philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

ACKNOWLEDGEMENT:

Your Directors express their gratitude toward the Company's customer, shareholders, and business partners' viz. distributors for their understanding and support.

Your Directors also record their appreciation and gratitude to Financial Institutions and Bankers for their continual and timely assistance. Finally, your Directors acknowledge the dedicated services rendered by all employees of the Company.

For and on behalf of the

Board of Directors

Place: Ahmedabad, Mr. Rajiv Kotia

Date: 22nd August, 2011 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in submitting their 18th Annual Report and Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars Year ended 31st Year ended 31st

March, 2010 March, 2009

Sales & Other Income from Operation 15.07 56.75

Other Income 18.25 54.00

Total Expenditure 30.75 56.74

Profit before Depreciation 2.57 56.38

Depreciation 0.22 0.87

Profit before Tax 2.35 55.51

Provision for Taxation (4.81) 6.37

Net Profit after Tax 7.16 48.76



PERFORMANCE

During the year under review, the company has earned a Net Profit after Tax Rs. 7.16 Lacs.

DIVIDEND

With a view to conserve the financial resources for the future operation and proposed expansion activities of the company, the directors have thought if prudent not to recommend any dividend for the year ended 31st March, 2010.

EMPLOYEES

Information on particulars of Employees Remuneration as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to the company as there were no employees drawing a Salary of Rs. 2,00,000 or more per month.

DIRECTORS

Mr. Sharad Gandhi is eligible to retire by rotation and being offered himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors report 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) 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 that year;

iii) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public within the purview of Section 58A of the Companies Act, 1956, during the year under review.

AUDITORS

M/s Samria & Co., Chartered Accountants, Mumbai, the Statutory Auditor of the Company, retires at the conclusion of the ensuring Annual General Meeting and has expressed their willingness for re-appointment. M/s. Samria & Co., Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed on the Bombay Stock Exchange, Mumbai (BSE) and Ahmedabad Stock Exchange Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS:

Information pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.



a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil



NEW INITIATIVE:

Youre Company, as mentioned in Management Discussion and Analysis Report has started filming of two new movies.

SHCHEME OF AMALGAMATION:

Your Directors at a Board meeting passed a resolution and by which it was approved the exchange Ratio, proposed by independent valuer, M/s. Lunia & Co., Chartered Accountant. The value of Sungold Capital Limited (Transferee Company) has l(one) equity share of Rs. 10/-each will be given to transferor company for every 10 shares of Rs. 1/- each held by shareholders of Magic Touch InfotechLimited(Transferor Company).

RBI GUIDELINES:

Your Company has complied with all the RBI guidelines and norms, as applicable.

CORPORATE GOVERNANCE

Your Companys philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

ACKNOWLEDGEMENT:

Your Directors express their gratitude toward the Companys customer, shareholders, and business partners viz. distributors for their understanding and support.

Your Directors also record their appreciation and gratitude to Financial Institutions and Bankers for their continual and timely assistance. Finally, your Directors acknowledge the dedicated services rendered by all employees of the Company.

For and on behalf of the

Board of Directors

Place: Ahmedabad, Rajiv Kotia

Date: 31st July, 2010 Chairman & Managing Director