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Sunil Healthcare Ltd.

BSE: 537253 Sector: Others
NSE: N.A. ISIN Code: INE671C01016
BSE 00:00 | 26 Mar 32.60 -0.15






NSE 05:30 | 01 Jan Sunil Healthcare Ltd
OPEN 36.85
52-Week high 92.10
52-Week low 31.50
P/E 9.21
Mkt Cap.(Rs cr) 33
Buy Price 32.60
Buy Qty 123.00
Sell Price 36.25
Sell Qty 30.00
OPEN 36.85
CLOSE 32.75
52-Week high 92.10
52-Week low 31.50
P/E 9.21
Mkt Cap.(Rs cr) 33
Buy Price 32.60
Buy Qty 123.00
Sell Price 36.25
Sell Qty 30.00

Sunil Healthcare Ltd. (SUNILHEALTHCARE) - Director Report

Company director report


Your Directors have great pleasure in presenting the 44th Annual Report onthe business and operations togetherwith the audited financial statement of your Companyfortheyear ended 31stMarch 2018.


(Rs. In Lacs)



2017-18 2016-17 2017-18
Revenue from Operation 9050.50 10894.62 9162.23
Other Income 200.13 137.07 222.66
Total Revenue 9250.63 11031.69 9384.89
Total Expenditure (Excluding Depreciations & Interest) 7580.32 9332.30 7772.49
Profit before depreciation and Finance Cost 1670.51 1699.39 1612.40
Finance Cost 503.05 418.22 503.05
Depreciation 478.25 433.43 478.26
Profit before tax 689.01 847.74 631.09
Less: - Tax Expenses Net 156.62 285.82 181.70
Profit after Tax 532.39 561.92 499.39
Earning Per Shares 5.19 5.48 4.38


The Directors of the Company are glad to inform you that your company is 2ndlargest producer of Empty Hard Gelatin Capsules (EHGC) in India and Pioneer in double lockand triple lock technology for capsules in India. The Company had started production ofHPMC Capsule in August 2018 and in short span of time the sales brought in from HPMC haveled to better performance. The Directors of the Company are proud to inform you allthatyour company has received a global recognition by Financial Times and Statistiawherein we have been included at 635th position in the top 1000 growingcompanies in the Asia Pacific Region-2018 based upon the data collected between the period2013-2016.

Your company also have Global Presence with Subsidiaries in USA and Mexico during theyear. The company is WHO-GMP certified Company and has also been recognized as "StarExport House" by GOI. The management is optimistic about the future outlook of thecompany in short medium and long-term. The Company deals in Business segment ofManufacturing Hard Gelatin Capsule Shells and the size available is 000SEL 0EL012345. This segment the company has reached to installed capacity of 11952 millioncapsules at the existing facility. Our Presence in Over 30 Countries across the Globe. 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 top 3 manufactures of Empty Hard Gelatin Capsules in world.

The Company has forayed into the Food Business. Sunlocfood is a division of SunilHealthcare Limited. Sunloc foods offer a host of product ranging from food productsprocurement of raw and processed Edible Nuts e. g cashew nuts almonds pistachioswalnuts etc. We have earned the reputation of providing excellent quality in all ourproducts and high levels of value for money satisfaction and also strong customer'srelationship. Sunloc foods is equipped to handle a variety of requirements and deliversstraight to customers location anywhere in the world confirming to international qualitystandards.

Financial Performance:

During the F.Y. 2017-18 (standalone) the Company had reported Turnover of Rs. 9050lakhs . Revenue from Operation is Rs. 9050 lakhs in 2017-18 against Rs. 10895Lakhs in theF.Y. 2016-17. Revenue decreased by 16.93% Profit before depreciation

During the F.Y. the Company had reported on a consolidated basis the total revenuefrom the operation is Rs. 9162.23 Lakh Profit before depreciation and Finance Cost is Rs.1612.40Lakh Profit before tax is Rs. 631.09 and Profit after Tax is Rs 499.39 Lakh.

The Management of the Company is committed to improve the performance in the comingyear to achieve better production sales and profit by using the optimum product mix andexplore new avenue to achieve overall growth of the Company. Further there is no change inthe nature ofthe business of the company.


During the year the company set up a Wholly Owned Subsidiary namely "SunilHealthcare North America LLC" in the United States ofAmerica on 26th July2016and a subsidiary namely "Sunil Healthcare Mexico SADE CV"" in the cityofSan Luis Postosi Mexico United Mexican States on 1st February 2017.


Pursuant to the provision of Section 129 (3) ofthe Companies Act 2013 a statementcontaining salient features of financial statement of subsidiaries in FORM AOC-1 isattached herewith and marked Annexure A. In accordance with section 136 of Companies Act2013 the separate financial statements in respect of each ofthe subsidiary companiesshall be kept open for inspection at the registered office of the Company during workinghours for period of 21 days before the date of Annual General Meeting. Your Company willalso make available these documents upon request by any member of the Company interestedin obtaining the same.


The Company has completed to increase the production capacity of manufacturing of EmptyHard Gelatin Capsule from 11 billion to 13 billion p.a. in the fourth quarter of thefinancial year 2017-18. The incremental capacity has been commissioned in in the fourthquarter of the financial year 2017-18 which will result in increase in revenue of thecompany and margin as the company will increase economies of scale.


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 March312018.


The paid up Equity Share Capital of the Company as on March 312018 was Rs.102547500. During the year under review the Company has neither issued any shares norgranted any stock options.



The Board of Directors of the Company on behalf of SHL family expressed their deepsorrow for the untimely death of. Mr. S.N. Balasubramanian on 20.11.2017. The BoardMembers also expressed their appreciation of the valuable contribution made by Mr. S.N.Balasubramanian towards the operation & growth of the Company in the capacity as anIndependent Director of the Company.

Mr. Virendra GargAGM-Legal cum Company Secretary & Compliance officer has ceasedhis office with effect from October 14 2017 due to resignation. The Board Members alsoexpressed their appreciation of the valuable contribution made by Mr. Virendra Garg forthe compliance Management and growth of the Company.


Pursuant to the provisions of Section 152 of Companies Act 2013 Mr. B.P. SrinivasanNon-Executive Director of the Company is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible has offered herself for the re-appointment. TheBoard recommended his re-appointment.

During the year 2017-18 Mr. Rakesh Mohan was appointed as an Independent Director(DIN: 00114067) by the Shareholders in the43rd Annual General Meeting held onSeptember262017 with effectfrom 11.11.2016.

Mr. Anil Kumar Khaitan Chairman and Managing Director (DIN: 00759951) wasre-appointed in the 43rd Annual General Meeting the Company for period of fiveyears with effectfrom April 012017 to March 312022.

During the year Mr. Santosh Kumar Sharma was appointed as AGM Legal with effectfromDecember 142018 and Company Secretary&Compliance Officer (KMP) with effect fromFebruary 122018.


During the reporting period pursuant to the provisions of Section 149(7) of theCompanies Act 2013 all independent directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andunder Regulation 16(1)(b) of SEBI (Listing Obligation & Disclosure Requirement)Regulation 2015.


During the Financial Year 2017-18 the Board of Directors met out four times on18.05.2017 23.08.2017 23.11.2017 and 12.02.2018. The details of attendance of eachdirector at the Board Meeting are provided in the Corporate Governance Report which ispart of Annual Report.


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

During the year all the recommendations made by the Audit Committee were accepted bythe Board



During the financial year 2017-18 pursuant to provisions of section 139 of theCompanies Act 2013 and Rules made thereunder M/s Jitendra Kr. Agarwal &AssociatesChartered Accountants (registration No. 318086E) was appointed as Statutory Auditorof thecompany by the shareholders for a period of five years starting from conclusion of 43rdAnnual General Meeting which was held on September 262017 till the 48th AGMto be held in the year 2022.

The Auditors' Report on standalone and consolidated financial statements for the year2017-18 forming part of the Annual Report. The Auditors' Report does not contain anyqualifications reservations adverse remarks disclaimer or emphasis of matter. Notes tothe Financial Statements are self-explanatory and do not call for anyfurther 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 M/s ATCS & Associates Company Secretaries Jaipur as Secretarial Auditorsof the Company for financial year 2017-18. The Secretarial Audit Report for the financialyear ended March 312018 is annexed herewith and marked as Annexure B to this Report. Themanagement Comments on observation made by the Secretarial Auditors is attached at last ofthe Annexure B. The Board has appointed M/s ATCS & Associates Practicing CompanySecretary as Secretarial Auditor of the Company forthe financial year2018-19.


Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the maintenance of costaudit records is notapplicable on the Company.


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

During the year2017-18 the Board has appointed AgarwalS.Lal&Co. CharteredAccountants as Internal Auditors to undertake the Internal Audit of the Company.

Further the appointment of M/s. AgarwalS.Lal&Co. Chartered Accountants asInternal Auditors forfinancial year 2018-19 was approved by the Board upon therecommendation of the Audit Committee upon such terms and conditions as mutually agreed.EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith and marked as Annexure C. FRAUDREPORTING

There were no frauds found which have been reported to the Audit Committee / Boardmembers as well as to the Central Government.


All the related party transactions which were repetitive in nature entered on arm'slength basis in the ordinary course of business and compliance with Section 188 (1) of theCompanies Act 2013 read with rules made there under Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and other applicable provisionsof the Law. During the year under review no related party transaction as referred underSection 188 of the Companies Act 2013 were entered except the transaction on an arm'slength basis 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 asAnnexure D to this Report. There was no related party transaction which is in conflictwith the interest of the Company. The policy on the Related Party Transaction areavailable on the website of the Company at linkHREF=""> 2015/11/ RELATED PARTY TRANSACTION POLICY.pdf.


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

Details of employee remuneration as required under provisions of section 197(12) of theCompanies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours for 21 days before the Annual General Meeting andshall be made available to any Shareholder on request.


Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the CompaniesAct 2013 read withCompanies (Accounts) Rules 2014 are set out in a separate statement given in the Annexure'F' forming part of this report.


During the Financial Year 2017-18 the assets of the Company were adequately insuredagainst the loss of fire and earthquake.

In addition to this coverage a statutory public liability insurance policy has beentaken to cover by Companyfor providing against the public liability arising out ofindustrial accident for employees working in plant. The provision of Risk Management underRegulation 21 (5) of the SEBI (Listing Obligation & Disclosure Requirement)Regulation 2015 is not applicable on the Company but the Company has constituted a RiskManagement Committee in accordance with the erstwhile Listing Agreement and reconstitutedit on February 122018 due to death of Mr. S.N. Balasubramanian. The Risk ManagementCommittee consist of Mr. Ramesh Chander Khurana Independent Director as Chairman and Mr.Sanjay Kaushik Independent Director as Member. 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 extensivelyin the Management Discussion andAnalysis Report forming part of this Board's Report.


The main objective of the Company's CSR policy is to lay down guidelines for theCompany to make CSR a business process for sustainable development of the society atlarge. It aims to enhance and implement the society welfare measures by the Company in awell structural manner on short and long term basis with a vision of making SunilHealthcare Limited to act as Good Corporate Citizen. CSR is an evolving concept at SunilHealthcare Limited it's been there since incorporation we have promised to ourselves totake up the responsibility of ensuring a healthy ecosystem. SHL's CSR program is anchoredon the continuing commitment to improve the quality of living conditions and opportunitiesfor the differently able without regard to their faith origin or gender. The compositionand terms of reference of the CSR Committee are given in the Corporate Governance Report.The details of CSR Policy of the Company also available on the website of the Company atweb linkHREF=""> The Annual Report on CSR Activities is appended as Annexure G to this Board's Report.


In terms of Regulation 34 and other applicable regulation of SEBI (LODR) Regulations2015 a report on Corporate Governance along with Statutory Auditors' Certificate asrequired by the Listing Regulation confirming its compliance with the corporate governancerequirementare appended as Annexure H to this Board's Report.


During the year there was no case filed under this policy. The details of this Policyare stated in the Corporate Governance Report and also available on the website of theCompany at web linkHREF=""> 4 .pdf .


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

Composition of SHL's Internal Complaint Committee (ICC):

1. Mrs. Rekha Gupta - Presiding officer

2. Mr.SureshYadav.-Member

3 Mr. Vinod Mathur - Independent Member

4 Mrs. SathiNair-Member

ICC's Report on the complaints as on December 312017:

a) Number of complaint received during year: NIL

b) Number of complaint disposedoff :NIL

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

d) Number of workshoport raining programme organized against sexual harassment: 1 (on22.12.2017)

e) Nature of action taken if any by the Company: NOTAPPLICABLE

The Policy on Sexual harassment of employees is available on the website of the Companyat linkHREF=""> policy.pdf


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 178oftheCompaniesAct 2013 andrecommended to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees. The Nomination & Remuneration Policy isstated in the Corporate Governance Report and also available on the website of the Companyat linkHREF=""> /2016/02/ NOMINATION REMUNERATION POLICY OF SHL.pdf and annexed asAnnexureI.


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.


During the year under review one meeting of the Independent Directors of your Companywas held on 12.02.2018 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.


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 prevent misuse/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 theAudit Committee and necessary improvements are undertaken ifrequired.


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 isno outstanding deposit due for re-payment. PARTICULARS OF LOANSGUARANTEES 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. SIGNIFICANTMATERIALCHANGES AFTER BALANCE SHEET DATEAFFECTING 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 31.03.2018 and the date of report 25th May2018.


Pursuant to the provisions of the Section 124 and 125 of the Companies Act 2013 readwith the IEPF Authority (Accounting audit Transfer and Refund) Rule 2016 ("TheRules") are required to be transferred by the Company to Investor Education &Protection fund (The IEPF) established by the Central Government after the completion ofseven years. Further according to the Rules the shares in respect of which dividend hasnot been paid or claimed by the shareholders for seven consecutive years or more shallalso be transferred to the demat account created by the IEPF Authority. However thecompany did not declare dividend after 2008-09. The Company has transferred the unpaid orunclaimed dividend for the financial year 1999-2000 to

2008-09 as per the relevant provision of the Companies Act 2013. Thereafter TheCompany did not declare any dividends. Further those shareholders whose dividends weretransferred in lEPFAccount may still claim refund by filing refund application informIEPF-5 after filing form printout of the same to be submitted alongwith indemnity bondacknowledgment self-attested form and other necessary documents as mentioned in detailedprocedures for claiming refund at IEPF portalHREF=""> for verification purpose to the Mr. Santosh Kumar Sharma Company Secretary The NodalOfficer Vijay Tower 38E/252-A Shahpur Jat Panchsheel Park Commercial Complex NewDelhi-110049 contact no. 011-49435555. The details of unpaid dividend are provided onourwebsite at HREF="">www.sunilhealthcare.comSECRETARIAL STANDARD

During the reporting period 2017-18 your Company has complied with the SecretarialStandard issued by the Institute of Companies Secretaries of India which were madeapplicable with effectfrom 01.07.2015 and amended from time to time. CREDITRATING

The Company has been assigned credit rating on Long Term Bank facility rating CARE BBB:Stable (Triple B Outlook Stable) and Short Term Bank Facility rating CARE A3+ (A ThreePlus) the said rating is valid for a period of one year till September 27 2018.


The securities of your Company are listed at The Bombay Stock Exchange Limited (BSE)and The Calcutta Stock Exchange (CSE). The Annual Listing fees for the year 2018-19 waspaid to the Stock Exchanges. The Company has paid the annualcustodyfeefortheyear2018-19toCDSLand payment to NSDLwill be made upon receipt of Bill.


In terms ofSection 134 (5) of the CompaniesAct 2013 the directors would like to statethat:

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 financialyearandoftheprofitorlossoftheCompanyfor the that period.

III. The directors had taken properand 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


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. INDUSTRIALRELATION

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.



Having regard to the provisions of the first proviso to Section 136(1) of the Act theannual report is being sent to the members of the Company. The said information isavailable at the website of the Company and is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to be Company Secretaryand the same will be furnished on request.


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. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

III. There are no significant material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

IV. No amount has been transferred to General Reserves during the year.

V. 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 otherassociated and incidental factors may however lead to variation in actualresults.


Your Board place on record their appreciation for the overwhelming co-operation andassistance received from the Company's esteemed Shareholders valued Customers SuppliersBusiness Associates Bankers Vendors various Financial Institutions the State andCentral Government Bodies Auditors and Legal Advisors for their valuable contribution andcontinued support and to all the persons who reposed faith and trust in Company.

Your Board also place on record their appreciation to 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.

On behalf of the Board
ANILKUMARKHAITAN 38E/252A Vijay Tower Shahpurjat New Delhi-110049 CIN No: L24302DL1973PLC189662
CHAIRMANCUM MANAGING DIRECTOR Phone No: +91-11-49435555/00 Fax no 011-43850087
DIN-00759951 Email ID: HREF="">
Place - Alwar Web; HREF="">
Dated-25th May 2018