THE MEMBERS OF
SUNIL HEALTHCARE LIMITED
Your Directors have great pleasure in presenting the 42nd Annual Report onthe business and operations together with the audited statement of accounts of yourCompany for the year ended 31st March 2016.
| || ||(Rs. in Lacs) |
| ||2015-16 ||2014-15 |
|Net Revenue from Operation ||8162.37 ||7263.61 |
|Other Income ||132.55 ||96.06 |
|Total Revenue ||8294.92 ||7359.67 |
|Total Expenditure (Excluding Depreciations & Interest) ||6728.62 ||6098.42 |
|Profit before depreciation and Finance Cost ||1566.30 ||1261.25 |
|Finance Cost ||381.30 ||245.62 |
|Depreciation ||381.95 ||400.14 |
|Profit before tax ||803.05 ||615.49 |
|Less:-Tax Expenses Net ||280.53 ||217.47 |
|Profit after Tax ||522.52 ||398.02 |
|Earning Per Shares ||5.10 ||3.88 |
OPERATIONS AND STATE OF COMPANY AFFAIRS:
During the F.Y. 2015-16 the performance of Company has improved in all aspect. GrossRevenue from Operation is Rs. 8688.53 Lakhs in 2015-16 against Rs. 7634.82 Lakhs in theF.Y. 2014-15. Net Revenue increased by 12.37% EBITDA increased by 24.19% Profit beforeTax increased by 30.57 % and Profit after Tax increased by 31.16%. The Management of theCompany is committed to further improve the performance in the coming year to achievebetter production sales and profit by using the optimum product mix and explore newavenue to achieve overall growth of the Company.
EXPANSION OF THE PROJECT
Director of the Company are pleased to inform to the stakeholders that your company hasdecided to increase the production capacity of manufacturing of Empty Hard Gelatin Capsulefrom 10 billion to 11 billion (appox) p.a. in the financial year 2016-17 within theexisting infrastructure of land and other utilities thereby achieving economies of scale.
1. "BUSINESS EXCELLENCE AWARD IN 2015:-
It gives us immense pleasure in sharing with you that your Company has been awarded theprestigious "Business Excellence Award 2015 for Excellence in Manufacturing Research& Distribution for Empty Hard Gelatine Capsules "in "Indian PharmaExpo" held on 24h-25h October 2015.
2. BEST USE OF SIX SIGMA IN HEALTHCARE AWARD:-
It is with great pleasure to inform you that that your company has been awarded"The Best Use of Six Sigma in Healthcare" by ABP news channel at HealthcareLeadership Awards on 26th November 2015 at Taj Lands' End Mumbai.
3. ONE STAR EXPORT HOUSE CERTIFICATE:-
Directors of the company are pleased to informe you that your company has beingrecognized as 'One Star Export house' by the Directorate General of Foreign Trade inaccordance with the provisions of Foreign Trade Policy 2015-20 with effect from 17-02-2016which is valid for five years.
With a view to finance expansion from internal accrual for the growth of the companythe directors of the company do not recommended any dividend for the year ended March312016.
The paid up Equity Share Capital of the company as on March 312016 was Rs.102547500. During the year under review the Company has neither issued any shares norgranted any stock options.
Directors of the Company are pleased to informed you that that ICRA has reaffirmed thelong-term rating at [ICRA]BBB (pronounced as ICRA triple B) and the short term rating at[ICRA]A3+ (pronounced as ICRA A three plus).
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CESSATION RANJEET BANNERJI
The Board of Directors of the Company on behalf of SHL family expressed their deepsorrow for the untimely death of Dr. Ranjeet Bannerji on 05.03.2016. The Board Membersalso expressed their appreciation of the valuable contribution made by Dr. RanjeetBannerji towards the operation & growth of the Company in the capacity as anIndependent Director of the Company.
RAJAT KUMAR NIYOGI
Mr. Rajat Kumar Niyogi Director was associated with the Company from the year 2007 andhas played a vital role in the growth of the Company. However owing to his personalreason he expressed to the Board that he shall not be in a position to devote his fulltime to manage the affairs of the Company and hence resigned from the position of Directorof the Company w.e.f. 15th June 2016. The Board placed its appreciation for valuablecontributions made by him during his long association as a Board Member with the Company.
B. P. SRINIVASAN
Pursuant to the provisions of Section 152 of Companies Act 2013 Mr. B. P. SrinivasanDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for the re-appointment. The Boardrecommends his re-appointment.
As required under the provisions of SEBI (LODR) Regulations 2015 and the CompaniesAct 2013 brief profile and other details of Directors being appointed /re-appointed areprovided in the Notice of Annual General Meeting
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(7) of the Companies Act 2013 and Regulation16 and 25 of SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.
NUMBER OF MEETING OF BOARD OF DIRECTORS
During the Financial Year 2015-16 the Board of Directors met out four times on28.05.2015 12.08.2015 06.11.2015 and 06.02.2016. The details of attendance of eachdirector at the Board Meeting are provided in the Corporate Governance Report.
MEETING AND COMPOSITION OF COMMITTEES OF THE BOARD
The details of meetings composition and attendance of each member of the committee atthe committee meetings are provided in the Corporate Governance Report.
WHOLLY OWNED SUBSIDIARY IN USA
Director of the company are glad to inform you that to foray into the US market SunilHealthcare Ltd has set up its Wholly Owned Subsidiary in the United States of America bythe name of "Sunil Healthcare North America LLC" on 26th July 2016as per Certificate of Formation.
AUDITOR AND AUDITOR'S REPORT STATUTORY AUDITOR
M/s Singhi & Co Chartered Accountants (registration no 302049E) New Delhi havebeen appointed as statutory auditors of the company at the Annual General Meeting held on27.09.2014 to hold office until the conclusion of the Forty Third Annual General Meetingof the
Company to be held in the year 2017 subject to ratification by members at everyconsequent Annual General Meeting. Therefore as per Section 139 of Companies Act 2013the appointment of M/s Singhi & Co. Chartered Accountants for the period fromconclusion of ensuring Annual General Meeting till the conclusion of Next Annual GeneralMeeting is required to be ratified by the members of the Company. The Company has receiveda certificate from the auditors to the effect that their re-appointment if made would bein accordance with the provisions of section 139 and 141 of the Companies Act 2013.
The Auditors' Report on standalone and consolidated financial statements forms part ofthe Annual Report. The Auditors' Report does not contain any qualifications reservationsadverse remarks disclaimer or emphasis of matter. Notes to the Financial Statements areselfexplanatory and do not call for any further comments.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed JAKS & Associates a firm of Company Secretaries in Practice Jaipur toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 312016 is annexed herewith and marked as Annexure A tothis Report. The Secretarial Audit Report does not contain any qualification reservationdisclaimer or adverse remark. The Board has re- appointed M/s JAKS & AssociatesPracticing Company Secretary as Secretarial Auditor of the Company for the financial year2016-17.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith and marked as Annexure B.
There were no frauds found which have been reported to the Audit Committee/Boardmembers as well as to the Central Government.
In terms of Regulation 34 and other applicable regulation of SEBI (LODR) Regulations2015 a report on Corporate Governance along with Statutory Auditors' Certificateconfirming its compliance with the corporate governance requirement are appended to thisreport.
PARTICULAR OF RELATED PARTY TRANSACTIONS
During the year under review no related party transaction as referred under Section188 of the Companies Act 2013 were entered except the transaction on an arm's lengthbasis and in the ordinary course of business. Particulars of all such contracts andarrangements with related parties are given in the prescribed Form AOC-2 as appended as AnnexureC to this Report. There was no related party transaction which is in conflict with theinterest of the Company. The policy on the Related Party Transaction are available on thewebsite of the company ie www.sunilhealthcare.com
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) and 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appended as AnnexureD to this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the RegisteredOffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS & OUTGO:
Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are set out in a separate statement is given in the Annexure'E' forming part of this report.
The Regulation 21 (5) of the SEBI (Listing Obligation & Disclosure Requirement)Regulation 2015 relating to constitution of Risk Management Committee is not applicableon the company but the company has already constituted a Risk Management Committee. Inaccordance with the erstwhile Listing Agreement. The Company has in place Risk ManagementSystem which takes care of risk identification assessment and mitigation. There are norisks which in the opinion of the Board threaten the existence of the Company. Riskfactors and its mitigation are covered extensively in the Management Discussion andAnalysis Report forming part of this Board's Report. CORPORATE SOCIAL RESPONSIBILITY
Although the provision of Section 135 of the Companies Act 2013 are not applicable onthe company in the financial year 2015-16 but the company has decided to be pro-active inits CSR Activities and had constituted the CSR committee and made the CSR policy in2014-15 for sanitation work which is the need of the hour and the vision of the Governmentof India to clean and healthy environment for healthy life of the people of the Indiaparticularly for the person who are living below the poverty line as well as the needygirls School of India. The Company's CSR initiatives involve to build-up the toilet in thesurrounding area of District of Alwar Rajasthan under Sanitation Activities specificallyin the girls' schools. The CSR project shall be known as "Humara SwacchSauchalaya." The composition of the details are mentioned in the CorporateGovernance Report which is part of this Annual Report.
The company had spent of Rs. 486911/- in the Financial Year 2015-16 which was Approx1.07 % of the average net profit of last three preceding financial years. The CSR policyof the Company is available on website of the company ie www.sunilhealthcare.com .
In addition as a part of the ongoing CSR Activities to the benefit of society thecompany has spent of Rs. 2.04 Lakh on donation for School Education activities Rs. 1.80Lakh on donation for Old Age Home and Rs. 1.80 Lakh on donation for medicines which werenot covered under the CSR Policy of the Company. Further it was decided by the committeeand approved by the Board of Directors that approx Rs. 13 Lakh to be spent in thefinancial year 2016-17 on account of CSR Activities of the Company.
WHISTLE BLOWER POLICY/VISIL MECHANISM
The Directors of the Company are please to inform to you that during the year there wasno case filed under this policy. The details of this Policy are stated in the CorporateGovernance Report and also available on the website of the company i ewww.sunilhealthcare.com .
PREVENTION OF SEXUAL HARASSMENT OF THE EMPLOYEE AT WORK PLACE:
The Directors of the Company are pleased to inform to you that during the year nocomplaint has been received by the company. The details of this Policy are stated in theCorporate Governance Report and also available on the website of the Company(www.sunilhealthcare.com ).
NOMINATION & REMUNERATION POLICY
The Nomination & Remuneration Committee of the company formulated a criteria's fordetermining qualifications positive attributes and independence of a director and othermatters provided under Sub-section (3) of Section 178 of the Companies Act 2013 andrecommended to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees. The Board has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofmembers of Board and Key Managerial Personnel and Senior Management Personnel and theirremuneration. The Nomination & Remuneration Policy is stated in the CorporateGovernance Report and also available on the website of the company iewww.sunilhealthcare.com .
PERFORMANCE EVALUATION OF DIRECTORS
The Nomination and Remuneration Committee of the Company has laid down the criteria ofperformance evaluation of the Board of Directors including Independent Directors. Pursuantto the provisions of the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout the annual performance evaluation of the entire Board Committees and all theDirectors based on the said criteria as laid down by the Nomination and RemunerationCommittee.
INDEPENDENT DIRECTOR'S MEETING
During the year under review one meeting of the Independent Directors of your Companywas held on 15.03.2016 without the presence of any member of Management. The Meeting areconducted in an informal and flexible manner to enable the Independent Directors todiscuss matters pertaining to inter alia review of performance of Non-IndependentDirectors and the Board as a whole review the performance of the Chairman of the Company(taking into account the views of the Executive and Non-Executive Directors) review theperformance of the Company assess the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS
The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and preventmisuse/losses and legal compliances.
The internal control system includes a well-defined delegation of authority and acomprehensive Management Information System coupled with quarterly reviews of operationaland financial performance a well-structured budgeting process with regular monitoring ofexpenses and Internal audit. The Internal Audit reports are periodically reviewed by themanagement and the Audit Committee and necessary improvements are undertaken if required.
Your Company has not accepted any public deposit within the meaning of provisions ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Further the company had invested of Rs. 6000 inthe government Securities I e National Saving Certificate since long time.
SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION
There are no change and commitments which affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate i e 31.03.2016 and the date of report 11thAugust 2016.
CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT
We are pleased to informe to you that during the year the Board of Directors of thecompany has appointed M/s Alankit Assignment Limited as a Registrar and Share T ransferAgent of the Company in place of M/s MCS Limited for providing the all services related toRTA activities with the consent of them. Alankit Assignment Limited who have a validcertificate of registration code no INR000002532 to work as Registrar to an issue andshare transfer agent in category subject to the conditions in the rules and in accordancewith the regulations to carry out the activities as specified therein issued by Securitiesand Exchange Board of India under (Registrar to an issue and Share T ransfer Agent)Regulation 1993.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Section 124 and 125 of the Companies Act 2013 theCompany has transferred the unpaid or unclaimed dividend for the financial year 1999-2000to 2007-08 from time to time on due dated to the Investor Education & Protection fund(The IEPF) established by the Central Government . Dividend for the financial year endedMarch 312009 which remains unpaid or unclaimed for a period of seven years from the datethey become due for payment will be transferred by the company to IEPF. The last dates forthe claiming of such unclaimed dividends are mention as under. Members who have not so farencashed dividend warrant(s) for the aforesaid years are requested to seek issue ofduplicate warrant(s) by writing to the Company.
Information in respect of unclaimed and unpaid dividends declared for year 2008-09
|Financial Year ||Date of Declaration of the Dividend ||Last date for the Claiming of Unpaid Dividend |
|31.03.2009 ||29.09.2009 ||28.09.2016 |
It may be noted that the Company had sent reminders to the members in this regards.Members are requested to note that no claims shall lie against the Company or the IEPF inrespect of any amount which were unclaimed and unpaid for a period of seven years for thedate they first became due for payment and no payment shall be made in respect of any suchclaims.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith the proper explanation relating to material departures.
II. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the that period.
III. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
IV. The directors had prepared the annual accounts on a going concern basis.
V. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
VI. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Provision of Regulation 34 of SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015 and in compliance of the provision of Companies Act -2013 aManagement Discussion and Analysis Report is appended to this report.
Relation with the employees remain cordial and your Directors wish to place on recordtheir appreciation of the co-operation and contribution made by the employees at alllevels.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on. These items during the financial yearunder review:
I. Issue of equity shares with differential rights as to dividend voting or otherwise.
II. Cost Audit
III. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
IV. There are no significant material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
V. No amount has been transferred to General Reserves during the year.
VI. There is no change in the nature of business of the company.
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.
Your Board takes this opportunity to thank all its employees for their dedicatedservice and firm commitment to the goals of the Company. Without their commitment and hardwork Company's consistent growth was not possible. Your Board also wishes to place onrecord its sincere appreciation for the whole hearted support received from our BankersShareholders and all other business associates for their valuable assistance andco-operation.
|By the Order of the Board ||Reg. Office: . |
|Anil Khaitan ||38E/252A Vijay Tower Shahpurjat New Delhi-110049 |
|Chairman cum Managing Director ||CIN No: L24302DL1973PLC189662 |
|DIN-00759951 ||Phone No: +91-11-49435555/00 Fax no 011-43850087 |
|Place-New Delhi ||Email ID: email@example.com |
|Dated- 11th August 2016 ||Web; www.sunilhealthcare.com |
1 Conservation of Energy
(a) Energy Conservation measures taken.
Energy Conservation continues to receive due emphasis and is systematically monitored.Special attention is given on creating awareness about conservation of energy in all areasof productivity
(b) Additional Investment and proposal if any being implemented for the reduction ofenergy consumption.
The Company continues to explore measures which will help in conservation and saving ofenergy including monitoring of consumption and improved operational methods
(c) Impact of measures at (a) & (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods.
The implemention of measures adopted for energy conservation has resulted in containingenergy cost.
2 Technology Absorption:
A Research & development (R&D)
|(a) Specified area in which R&D carried out by the Company ||Continuous efforts made to improve the process |
|(b) Benefits derived as a result of the above R & D ||Improvement in quality and production efficiency |
|(c) Future Plan of action ||Continuous efforts will be done to improve the process and productivity. |
|(d) Expenditure in R & D || |
|I) Capital ||Debited to the respective heads of accounts |
|II) Recurring || |
|III) Total || |
|IV) R&D expenditure as a % of total turnover || |
|B Technology Absorption Adaptation & Innovation : ||Not Applicable |
|(a) Efforts in brief made towards Technology Absorption Adaptation and Innovation || |
|(b) Benefits derived as a result of the above efforts ||Not Applicable |
|(c) In case of Imported Technology (Imported during the last five years) reckoned from the beginning of the financial year. ||The Company has not purchased or got any technology from abroad during the year. |
|I) Technology imported ||Not Applicable |
|II) Year of Import ||Not Applicable |
|III) Has the Technology fully been absorbed? ||Not Applicable |
|IV) If not fully absorbed area where this has not taken place reasons thereof and future plan of action. ||Not Applicable |
|3 Foreign Exchange Earnings & Outgo: || |
|A Activities relating to exports initiative taken to increase exports development of new export market for products and services and export plans. ||Company continues to work to improve its exports and develop new market for increasing the exports |
|B Total Foreign Exchange used and earned || ||2015-16 ||2014-15 |
|(a) Used ||Rs. in Lacs ||2511.46 ||1728.66 |
|(b) Earned ||Rs. in Lacs ||2576.15 ||2836.10 |