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Sunil Healthcare Ltd.

BSE: 537253 Sector: Others
NSE: N.A. ISIN Code: INE671C01016
BSE 00:00 | 18 Jun 32.30 -1.65
(-4.86%)
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33.50

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NSE 05:30 | 01 Jan Sunil Healthcare Ltd
OPEN 33.50
PREVIOUS CLOSE 33.95
VOLUME 1271
52-Week high 43.75
52-Week low 17.65
P/E 119.63
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.50
CLOSE 33.95
VOLUME 1271
52-Week high 43.75
52-Week low 17.65
P/E 119.63
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sunil Healthcare Ltd. (SUNILHEALTHCARE) - Director Report

Company director report

TO THE MEMBERS OF SUNIL HEALTHCARE LIMITED

Your Directors have great pleasure in presenting the 46thAnnual Report on the business and operations together with the audited financial statementof your Company for the year ended 31st March 2020.

FINANCIAL RESULTS

( Rs in Lacs)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operation 7012.93 8092.50 7002.12 8088.00
Other Income 1497.77 9.48 1467.86 17.81
Total Revenue 8510.70 8101.98 8469.98 8105.81
Total Expenditure including other Expenditure (Excluding Depreciations & Interest) 7424.4 6838.17 7461.69 6954.53
Profit before depreciation and Finance Cost 1086.3 1263.81 1008.29 1151.28
Finance Cost 695.43 658.00 695.43 658.00
Depreciation 612.69 573.89 612.82 574.03
Profit before tax (continued operation) (221.82) 31.92 (299.96) (80.75)
Less: - Tax Expenses Net (continued operation) (65.00) 7.25 (63.40) (18.48)
Profit after Tax from (continued operation) (156.82) 24.67 (236.56) (62.27)
Profit before Tax (discontinued operation) (359.94) (6.89) (359.94) (6.89)
Less: - Tax Expenses Net (discontinued operation) (100.14) - (100.14) -
Profit after Tax from (discontinued operation) (259.80) (6.89) (259.80) (6.89)
PBT (both continued & discontinued operation) (581.76) 25.03 (659.90) (87.64)
PAT (both continued & discontinued operation) (416.62) 17.78 (496.36) (69.16)
Other Comprehensive Income 280.42 16.48 277.06 2.96
Total Comprehensive Income 136.20 34.26 (219.30) (66.20)
Earning per Shares (both continued and discontinued operation) (4.06) 0.17 (4.84) (0.67)

COMPANY OVERVIEW AND STATE OF COMPANY'S AFFAIRS

The Directors of the Company are glad to inform you that your companyis the leading Hard shell capsule manufacturer in India and Pioneer in double lock andtriple lock technology for capsules in India. The Company had started production of HPMCCapsule in August 2018 and in short span of time the sales brought in from HPMC have ledto better performance. The Company had also started production of Pullulan Capsules

Your company also have Global Presence with Subsidiaries in USA andMexico during the year. The company is WHO-GMP certified Company and has also beenrecognized as "Star Export House” by GOI. The management is optimistic about thefuture outlook of the company in short medium and long-term.

Our plant is located at Alwar which is easily accessible by air roadand rail. Indira Gandhi International Airport is the nearest Airport located at a distanceof 163 kms. It is also connected well by roads to some major cities of Rajasthan likeJaipur.

The Company deals in Business segment of Manufacturing Hard GelatinCapsule Shells and the choice in nine size available are 00 0SEL 0EL 0123 4 5. Inthis segment the company has reached to installed capacity of 13 million capsules at theexisting facility. The company enjoys immense credibility in various Global Market. Themanagement of the company Continued focus on achieving cost optimization and yieldimprovements through Economies of Scale. The company also renewed interest in the businesswith an aim to become the one of the leading Hard Shell Capsule manufacturer in the world.

Your company was also in Food Division till first quarter of thefinancial year 2019-20 which was subsequently discontinued owing to low growth visibilityof the segment.

IMPACT OF COVID-19 PANDEMIC ON OPERATION OF THECOMPANY

FY 20 also saw the onset of Covid-19 Pandemic at the closing stages ofthe Financial Year in India. Though the impact of the slowdown due to this had begun to beexperienced prior to its full blown onset in India.

Challenges of inclement Raw material pricing coupled with demand sideuncertainity is a deterrent on the earnings of the Company however the company has takenvarious steps to curb the cost and make its product more qualitative affordable andcompetitive.

The Company has attempted to mitigate the impact of this pandemic onits Operations through strict adoption of the prescribed Health and Safety Guidelines ofthe Honourable State and Central Governments. Work from home facilities have been providedto team members as per the recommendations of the Authorities. At the Plant levelOperations have been undertaken keeping all requisite considerations of Health and Safetyat the forefront.

Financial Performance:

During the F.Y. 2019-20 (standalone) the Company had reported Turnoverof Rs 8510.70 lakhs. Revenue from Operation is Rs 7012.93 lakhs in 2018-19 against Rs8092.50 Lakhs in the F.Y. 2018-19. Revenue from operation was decreased by 13.34% Profitbefore depreciation Finance Cost decreased by 14.05% Profit before Tax decreased by2224.25% Profit after Tax decreased by 2243.19 % and other comprehensive Income (OCI)increased by 1601.58% as compared to financial year 2018-19.

During the F.Y. the Company had reported on a consolidated basis thetotal revenue from the operation is Rs 7002.12 Lakh Profit before depreciation andFinance Cost is Rs 1008.29 Lakh Profit before tax is Rs (659.9) and Profit after Tax isRs (496.36) Lakh and other Comprehensive Income is Rs 280.42 Lakh.

The Management of the Company is committed to improve the performancein the coming year to achieve better production sales and profit by using the optimumproduct mix and explore new avenue to achieve overall growth of the Company. Further thereis no change in the nature of the business of the company.

FOREIGN WHOLLY OWNED SUBSIDIARY AND SUBSIDIARY OFTHE COMPANY

During the year the company had Wholly Owned Subsidiary namely"Sunil Healthcare North America LLC" in the United States of America which wasregistered on 26th July 2016 and a subsidiary namely “SunilHealthcareMexico SA DE CV"" in the city of San Luis Postosi Mexico UnitedMexican States which was registered on 1st February 2017.

DETAILS OF SUBSIDIARIES PERFORMANCES

Pursuant to the provision of Section 129 (3) of the Companies Act 2013a statement containing salient features of financial statement of subsidiaries in FORMAOC-1 is attached herewith and marked Annexure A. In accordance with section136 of Companies Act 2013 the separate financial statements in respect of each of thesubsidiary companies shall be kept open for inspection at the registered office of theCompany during working hours for period of 21 days before the date of Annual GeneralMeeting. Your Company will also make available these documents upon request by any memberof the Company interested in obtaining the same.

EXPANSION OF THE PROJECT

The Company has its production capacity of manufacturing of Empty HardCapsule shell of 13 billion p.a. in the fourth quarter of the financial year 2017-18.During the year 2019-20 no expansion of production capacity was happened.

TRANSFER TO RESERVE

During the year the Company did not transfer any amount in Reserve.

DIVIDEND

With a view to finance expansion from internal accrual for the growthof the Company the directors of the Company do not recommended any dividend for the yearended March 312020.

SHARE CAPITAL

During the year under review the Company has increased its authorisedcapital from Rs 110000000/- (Rupees Eleven Crores only) divided into 10800000 (OneCrore Eight lakhs) equity shares of Rs 10/- (Rupees Ten) each and 20000 (Twenty thousandonly) Redeemable Non- Cumulative and non-participatory Preference shares of Rs 100/-(Rupees Hundred) each to Rs 170000000/- divided into 10800000 (One Crore EightLakhs) equity shares of Rs 10/- (Rupees Ten) each and 620000 (Six lakhs and twentythousands) Redeemable Non-cumulative and Non-participatory preference Shares of Rs 100/-(Rupees Hundred) each. Commensurately clause no. V of the Memorandum of Association ofthe Company was amended with the approval of the shareholders in Extraordinary GeneralMeeting(EGM) held on 28.06.2019.

Further the Company issued 600000 numbers (Six lakhs) RedeemableNon-cumulative and Non-participatory preference Shares of Rs 100/- (Rupees Hundred) issueprice Rs 200/-each to its promoter viz. M/s. Magnum computers Private Limited in 300000numbers and Mr. Anil Kumar Khaitan 300000 numbers vide offer letter dated 01.07.2019.

The above preference shares were subscribed by M/s. Magnum ComputersPrivate Limited 300000 share and by Mr. Anil Kumar Khaitan 282500 share and amount waspaid and the allotment was made with effect from 04.07.2019 by the Board of Directors

The paid up Share Capital of the Company as on March 31 2020 was Rs160797500 divided into Rs 10 25 47500 Equity share capital and Rs 58250000 of0.01% Redeemable Non-cumulative and Non-participatory preference Shares (RPS).

DIRECTORS AND KEY MANAGERIAL PERSONAL:

CESSATION

During the financial year 2019-20 Pursuant to the provisions ofSection 152 of Companies Act 2013 Mrs. (Dr.) Lata Singh Non-Executive Director of theCompany retired in the 45th AGM and ceased her office w.e.f. 27.09.2019 due toretirement.

Mr. Ramesh Chander Khurana Independent Director retired after expiryof the term of 5 years and ceased his office as Independent Director w.e.f. September 262019 due to retirement.

Pursuant to the provisions of Section 152 of Companies Act 2013 Mr.B.P. Srinivasan Non-Executive Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting. Apart from above No Directors/KMP retired or ceasedoffice during the year 2019-20.

APPOINTMENT/ RE-APPOINTMENT

During the year the appointment of Mr. (Dr.) H.P. Kumar (DIN 01826010)as Independent Director was approved by the Shareholders in EGM held on 28.06.2019 w.e.f.13.02.2019. The appointment of Mr. (Amb.) Krishna Venkatachalam Rajan (DIN 02777067) asDirector beyond the age of 75 years was approved by the Shareholders through special inEGM held on 28.06.2019 w.e.f. 13.02.2019.

During the financial year 2019-20 Mr. Anil Kumar Khaitan Chairman andManaging Director of the Company was appointed as Chief Executive Officer with effect from14.08.2019 in addition to his existing portfolio. Mr. Bejon Kumar Misra was appointed asan Additional Director (Non-Executive Independent Director) with effect from 14.08.2019whose appointment was regularized as an Independent Director w.e.f. 14.08.2019 by theShareholders in its meeting held on 27.09.2019. Mr. Sanjay Kumar Kaushik was re-appointedas an Independent Director for second term of five years w.e.f. 27.09.2019 and Mrs. MuditaChaturvedi was appointed as an Additional Directors (Non-Executive) w.e.f. 01.11.2019 andrecommended by the Board for appointment as Director Non-Executive liable to retire byrotation in the in the ensuing Annual General Meeting.

Mr. Anil Kumar Khaitan Chairman and Managing Director (DIN: 00759951)was re-appointed in the 43rd Annual General Meeting the Company for period offive years with effect from April 012017 to March 312022.

DECLARATION BY INDEPENDENT DIRECTORS

During the reporting period pursuant to the provisions of Section149(7) of the Companies Act 2013 all independent directors have given declaration thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2019-20 the Board of Directors met out fivetimes on 30.05.2019 04.07.2019 14.08.2019 01.11.2019 and 27.01.2020. The details ofattendance of each director at the Board Meeting are provided in the Corporate GovernanceReport in Annexure-H which is part of Annual Report.

MEETING AND COMPOSITION OF COMMITTEES OF THE BOARD

The details of meetings composition and attendance of each member ofthe committee at the committee meetings are provided in the Corporate Governance Report inAnnexure-H which is part of the Annual Report.

During the year all the recommendations made by the Audit Committeewere accepted by the Board

AUDITOR AND AUDITOR'S REPORT STATUTORY AUDITOR

During Financial year under review M/s. JKVS & Company (formerlyknown as M/s. Jitendra Kr. Agarwal & Associates) Chartered Accountants (registrationNo. 318086E) was appointed as Statutory Auditor of the company by the shareholders for aperiod of five years starting from conclusion of 43rd Annual General Meetingwhich was held on September 26 2017 till the 48th AGM to be held in the year2022.

The Auditors' Report on standalone and consolidated financialstatements for the year 2019-20 forming part of the Annual Report. The Auditors' Reportdoes not contain any qualifications reservations adverse remarks disclaimer or emphasisof matter. Notes to the Financial Statements are self-explanatory and do not call for anyfurther comments.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s ATCS & Associates Company Secretaries Jaipur asSecretarial Auditors of the Company for financial year 2019-20. The Secretarial AuditReport for the financial year ended March 31 2020 is annexed herewith and marked as AnnexureB to this Report. The management Comments on observation made by the SecretarialAuditors is attached at last page of the Annexure B. The Board has appointed M/sATCS & Associates Practicing Company Secretary as Secretarial Auditor of the Companyfor the financial year 2020-21.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with TheCompanies (Cost Records and Audit) Amendment Rules 2014 the maintenance of cost auditrecords is not applicable on the Company.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with TheCompanies (Accounts) Rules 2014 the Internal Audit Records maintained by the Company.

During the year 2019-20 the Board has appointed Agarwal S. Lal &Co. Chartered Accountants as Internal Auditors to undertake the Internal Audit of theCompany.

Further the appointment of M/s. Agarwal S. Lal & Co. CharteredAccountants as Internal Auditors for financial year 202021 was approved by the Board uponthe recommendation of the Audit Committee upon such terms and conditions as mutuallyagreed.

ANNUAL RETURN

The Annual Return for Financial year 2018-19 can be accessed athttps://www.sunilhealthcare.com/uploads/ investorrelationpdf/8291Annual%20Return MGT 72018-19.pdf. The details forming part of the extract of the Annual Return for Financialyear 2019-20 in form MGT-9 is annexed herewith and marked as Annexure C.

FRAUD REPORTING

There were no frauds found which have been reported to the AuditCommittee / Board members as well as to the Central Government.

PARTICULARS OF RELATED PARTY TRANSACTIONS

All the related party transactions which were repetitive in nature.entered on arm's length basis in the ordinary course of business and compliance withSection 188 (1) of the Companies Act 2013 read with rules made there under. Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 and otherapplicable provisions of the Law. During the year under review. no related partytransaction as referred under Section 188 of the Companies Act. 2013 were entered exceptthe transaction on an arm's length basis and in the ordinary course of business.Particulars of all such contracts and arrangements with Related Parties are given in theprescribed Form AOC-2 as appended as Annexure D to this Report FurtherComplete details of all related party transactions are given in Notes to FinancialStatements. There was no related party transaction which is in conflict with the interestof the Company. The policy on the Related Party Transaction are available on the websiteof the Company at link https://www.sunilhealthcare.com/uploads/filemanager/2802Related%20Partv%20Transaction%20Policv 30052019.pdf.

During the year the Company did not enter with transactions with anyperson or entity belonging to the promoter/ promoter group. which hold(s) 10% or moreshareholding in the company.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors. KMPs andemployees as required under section 197(12) of the Companies Act. 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 asAmendment from time to time appended as Annexure E to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONRESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of Energy. Technology absorption. ForeignExchange earnings and outgo required to be disclosed under Section 134 of the CompaniesAct. 2013 read with Companies (Accounts) Rules. 2014 are set out in a separate statementgiven in the Annexure 'F' forming part of this report.

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2019-20. the assets of the Company wereadequately insured against the loss of fire and earthquake. In addition to this coverage.a statutory public liability insurance policy has been taken to cover by Company forproviding against the public liability arising out of industrial accident for employeesworking in plant. The provision of Risk Management under Regulation 21 (5) of the SEBI(Listing Obligation & Disclosure Requirement). Regulation. 2015. is not applicable onthe Company but the Company has constituted a Risk Management Committee. The RiskManagement Committee was reconstituted on with effect from October 15. 2019 due toretirement of Mr. Ramesh Chander Khurana as an Independent Director w.e.f. September 26.2019. The Risk Management Committee consist four members' as on March 31. 2020 viz. Mr.Rakesh Mohan. Chairman. Mr. Sanjay Kaushik. Member. Mr. Harish Pal Kumar. Member and Mr.B.P. Srinivasan. as Member. The Company has in place Risk Management System which takescare of risk identification. assessment and mitigation. There are no risks which in theopinion of the Board threaten the existence of the Company. Risk factors and itsmitigation are covered extensively in the Management Discussion and Analysis Reportforming part of this Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

The main objective of the Company's CSR policy is to lay downguidelines for the Company to make CSR a business process for sustainable development ofthe society at large. It aims to enhance and implement the society welfare measures by theCompany in a well structural manner on short and long term basis with a vision of makingSunil Healthcare Limited to act as Good Corporate Citizen. CSR is an evolving concept atSunil Healthcare Limited it's been there since incorporation we have promised toourselves to take up the responsibility of ensuring a healthy ecosystem. SHL's CSR programis anchored on the continuing commitment to improve the quality of living conditions andopportunities for the differently able without regard to their faith origin or gender.The composition and terms of reference of the CSR Committee are given in the CorporateGovernance Report. The details of CSR Policy of the Company also available on the websiteof the Company at web linkhttps://www.sunilhealthcare.com/uploads/filemanager/3496CSRPolicy 13082018.pdf. The AnnualReport on CSR Activities is appended as Annexure G to this Board's Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 and other applicable regulation of SEBI(LODR) Regulations 2015 a report on Corporate Governance along with Statutory Auditors'Certificate as required by the Listing Regulation confirming its compliance with thecorporate governance requirement are appended as Annexure H to this Board's Report.

WHISTLE BLOWER POLICY/ VISIL MECHANISM

During the year there was no case filed under this policy. The detailsof this Policy are stated in the Corporate Governance Report and also available on thewebsite of the Company at web link https://www.sunilhealthcare.com/uploads/filemanager/7626q-1.pdf.

DISCLOSURE UNDER SECTION 22 OF SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Policy on Sexual harassment of employees inthe Company in line with the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Composition of SHL's Internal Complaint Committee (ICC): The ICCwas reconstituted with effect from 02.11.2018. As on March 312020 the Composition of ICCwas as under

1. Mrs. Rekha Gupta - Presiding officer

2. Mr. Suresh Yadav.-Member

3 Mr. Vijay Kumar Puniyani- Independent Member

4 Mrs. Anita Kaul- Member

ICC's Report on the complaints as on December 312019:

a) Number of complaint received during year : NIL

b) Number of complaint disposed off :NIL

c) Number of cases pending for more than 90 days: NIL

d) Number of workshop or training programme organized against sexualharassment: 2 (25.05.2019 in Delhi office and

09.05.2019 at Alwar plant)

e) Nature of action taken if any by the Company : NOT APPLICABLE

The Policy on prohibition of Sexual harassment of employees isavailable on the website of the Company at linkhttps://www.sunilhealthcare.com/uploads/filemanager/2884PreventionOf%20SEXUAL%20HARRASMENT%20POLICY02112018%20(1).pdf

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated acriteria's for determining qualifications positive attributes and independence of adirector and other matters provided under Sub-section (3) of Section 178 of the CompaniesAct 2013 and recommended to the Board a policy relating to the remuneration for thedirectors key managerial personnel and other employees. The brief of Nomination &Remuneration Policy is stated in the Corporate Governance Report in Annexure-H andalso full Nomination & Remuneration policy is available on the website of the Companyat link https://www.sunilhealthcare.com/uploads/filemanager/8333NOMINATION%20AND%20REMUNERATION%20POLICY-130820018.pdf

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Committee Nomination & Remuneration andother committees as per the Board Evaluation policy which is available at website of thecompany at web link https://www.sunilhealthcare.com/ uploads/filemanager/5816q-8.pdf. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors

The outcome of the Board Evaluation for Financial year 2018-19 whichwas carried out in financial year 2019-20 was as under:

(i) All Non-Independent Directors

Mr. Anil Kumar Khaitan: 3 (Meets Expectation) Mr. B.P Srinivasan: 3(Meets Expectation) Mrs. Lata Singh: 3 (Meets Expectation) and Mr. K.V. Rajan 3(meetsexpectation).

(ii) Independent Directors

Mr. Ramesh Chander Khurana: 3 (Meets Expectation) -Part A & B Mr.Rakesh Mohan: 3 (Meets Expectation) )- Part A & B Mr. Sanjay Kaushik : 3 (MeetsExpectation) )-Part A& B Mr. Harish Pal Kumar 4 (Exceeds expectations) )-PartA& B.

(iii) The Chairman and Managing Director.

The results of the Evaluation of The Chairman and Managing Director was3 (Meet Expectation).

(iv) The Board as whole.

The results of the Evaluation of performance of the Board as whole was3 (Meet Expectation)

(v) The Audit Committee and Nomination and Remuneration Committee.

The result of the evaluation of performance of the Audit Committee andNomination and Remuneration Committee were 3 (Meets Expectation).

The Board Evaluation of Financial year 2019-20 will be carried on infinancial year 2020-21.

INDEPENDENT DIRECTOR'S MEETING

During the year under review one meeting of the Independent Directorsof your Company was held on 27.01.2020 without the presence of any member of Management.The Meeting are conducted in an informal and flexible manner to enable the IndependentDirectors to discuss matters pertaining to inter alia review of performance ofNon-Independent Directors and the Board as a whole review the performance of the Chairmanof the Company (taking into account the views of the Executive and Non-ExecutiveDirectors) review the performance of the Company assess the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THEFINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedurescommensurate with its size and nature of operations. The internal control systems aredesigned to provide a reasonable assurance over reliability in financial reporting ensureappropriate authorisation of transactions safeguarding the assets of the Company andprevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation ofauthority and a comprehensive Management Information System coupled with quarterly reviewsof operational and financial performance a well-structured budgeting process with regularmonitoring of expenses and Internal audit. The Internal Audit reports are periodicallyreviewed by the management and the Audit Committee and necessary improvements areundertaken if required.

PUBLIC DEPOSIT

Your Company has not accepted any public deposit within the meaning ofprovisions of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and there is no outstanding deposit due for repayment.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013. Further the Company had invested inits subsidiaries viz. Sunil Healthcare Mexico SA.De. CV. 2999 Equity Shares (2999 sharesof MXP1) Sunil Healthcare North America LLC 2000 Equity Shares of US$10/- each andInvestment in Mutual Fund was Rs 1082000/- . Total value of Unquoted Investment as onMarch 312020 in INR was INR 23.89 lakhs.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEETDATE AFFECTING FINANCIAL POSITION

There are no change and commitments which affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate i e 31.03.2020 and the date of report30.06.2020.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION ANDPROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the CompaniesAct 2013 read with the IEPF Authority (Accounting audit Transfer and Refund) Rule2016 ("The Rules”) are required to be transferred by the Company to InvestorEducation & Protection fund (The IEPF) established by the Central Government afterthe completion of seven years Further according to the Rules the shares in respect ofwhich dividend has not been paid or claimed by the shareholders for seven consecutiveyears or more shall also be transferred to the demat account created by the IEPFAuthority. However the company did not declare dividend after 2008-09. The Company hastransferred the unpaid or unclaimed dividend for the financial year 1999-2000 to 2008-09as per the relevant provision of the Companies Act 2013. Thereafter The Company did notdeclare any dividends. Further those shareholders whose dividends were transferred inIEPF Account may still claim refund by filing refund application in form IEPF-5 afterfiling form printout of the same to be submitted alongwith indemnity bond acknowledgmentself-attested form and other necessary documents as mentioned in detailed procedures forclaiming refund at IEPF portal http://www.iepf.gov.in/IEPFA/refund.html for verificationpurpose to the Mr. Santosh Kumar Sharma Company Secretary The Nodal Officer VijayTower 38E/252-A Shahpur Jat Panchsheel Park Commercial Complex New Delhi-110049contact no. 011-49435555. The details of unpaid dividend are provided on our website atwww.sunilhealthcare.com

SECRETARIAL STANDARD

During the reporting period 2019-20 your Company has complied with theSecretarial Standard 1 and 2 issued by the Institute of Companies Secretaries of Indiawhich were made applicable with effect from 01.07.2015 and amended from time to time.

CREDIT RATING: The details of credit rating assigned by CARERatings Limited credit rating agency during the financial year 2019-20 are as under:

Facilities/instruments Amount (Rs Crores) Rating Rating Action
1. Long-term Bank facilities (Fund based) 28.00 CARE BBB- Negative (Triple B minus Outlook: Negative) Reaffirmed Outlook revised from stable to Negative.
2. Short- term Bank facilities 18.35 (reduced from 18.90) CARE A3 (A Three) Reaffirmed
Total facilities 46.35 ( Rupees forty six crores and thirty five lakhs only)

Note:

• During the financial year 2019-20 the company did not issue anysecurities deposit and commercial papers etc. which require credit rating by creditrating agency.

LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed at The Bombay Stock ExchangeLimited (BSE) and The Calcutta Stock Exchange (CSE). The Annual Listing fees for andCustodian fees for the financial year 2020-21 were paid (Listing fees to Calcutta StockExchange and custodian fees to CDSL are being paid as on date of the Report)

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directorswould like to state that:

I. In the preparation of the annual accounts the applicable accountingstandards had been followed along with the proper explanation relating to materialdepartures.

II. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the that period.

Change in accounting policies

From the current year the Company has decided to adopt revaluationmodel for its leasehold land (right of use asset) and revalue its lease hold land atinterval of every 4 years to reflect current market value. This change in accountingpolicy has no material impact on earlier years financial performance and financialposition. For detail kindly refer notes to account."

III. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

IV. The directors had prepared the annual accounts on a going concernbasis.

V. The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

VI. The directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.

STATUTORY DISCLOSURES:

During the reporting Financial Year 2019-20 your Directors state thatthere being no transactions were done with respect to the following items hence nodisclosure or reporting is required:

1. Deposits from public falling within the ambit of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

2. Issue of Equity shares with differential rights as to dividendvoting or otherwise.

3. Issue of shares (including sweat equity shares) to the Employees ofyour company under any scheme.

4. The Managing Director of your company did not receive anyremuneration or commission from any of the subsidiaries.

5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

6. Buy Back of shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Provision of Regulation 34 of SEBI (Listing Obligation& Disclosure Requirement) Regulation 2015 and in compliance of the provision ofCompanies Act -2013 a Management Discussion and Analysis Report is appended to thisreport.

INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish toplace on record their appreciation of the cooperation and contribution made by theemployees at all levels.

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIALSTATEMENT

Having regard to the provisions of the first proviso to Section 136(1)of the Act read with the MCA circular no. 20/2020 dated May 05 2020 read together withcircular no. 14/2020 dated April 08 2020 circular no. 17/2020 dated April 13 2020 andcircular no. 22/2020 dated June 15 2020 and Circular dated May 12 2020 issued by theSecurities Exchange Board of India the Annual Report for financial year 2019-20 and othercommunications is being sent only to those members whose email id are registered withthe Company/ RTA/Depositories till July 24 2020 (cutoff date) for sending notice of AGMthrough electronic mode only. The Member may note that no printed Annual Report forfinancial year 2019-20 would be issued.

The Members who had joined the Company as member after July 24 2020till September 21 2020 (7 days prior to date of Meeting) may write tocs@sunilhealthcare.com. rta@sunilhealthcare.com or lalit@alankit.com.

The Members may note that the Notice of the 46th AGMalongwith the Annual Report for financial year 2019-20 will also be available on theCompany's website at www.sunilhealthcare.com website of the Stock Exchange atwww.bseindia.com on the website of the E-voting and Video conferencing Agency viz. LinkIntime India Pvt. Ltd.at https://instavote.linkintime. co.in

CAUTIONARY STATEMENT

The statements contained in the Board's Report and ManagementDiscussion and Analysis contain certain statements relating to the future and thereforeare forward looking within the meaning of applicable securities laws and regulations.Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

ACKNOWLEDGEMENTS:

Your Board place on record their appreciation for the overwhelmingco-operation and assistance received from the Company's esteemed Shareholders valuedCustomers Suppliers Business Associates Bankers Vendors various FinancialInstitutions the State and Central Government Bodies Auditors and Legal Advisors fortheir valuable contribution and continued support and to all the persons who reposed faithand trust in Company.

Your Board also place on record their appreciation to its employees fortheir dedicated service and firm commitment to the goals of the Company without theircommitment and hard work Company's consistent growth was not possible.

On the behalf of Board Reg. Office:
Sd/- 38E/252A Vijay Tower Shahpurjat New Delhi-110049
Anil Khaitan CIN No: L24302DL1973PLC189662
Chairman cum Managing Director Phone No: +91-11-49435555/00 Fax no 011-43850087
DIN-00759951 Email ID: info@sunilhealthcare.com
Place – New Delhi Web: www.sunilhealthcare.com
Dated- 30th June 2020