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Sunil Healthcare Ltd.

BSE: 537253 Sector: Others
NSE: N.A. ISIN Code: INE671C01016
BSE 12:32 | 10 Aug 101.40 -3.00
(-2.87%)
OPEN

104.40

HIGH

104.40

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99.20

NSE 05:30 | 01 Jan Sunil Healthcare Ltd
OPEN 104.40
PREVIOUS CLOSE 104.40
VOLUME 22094
52-Week high 113.85
52-Week low 30.60
P/E 9.48
Mkt Cap.(Rs cr) 104
Buy Price 100.90
Buy Qty 212.00
Sell Price 101.40
Sell Qty 43.00
OPEN 104.40
CLOSE 104.40
VOLUME 22094
52-Week high 113.85
52-Week low 30.60
P/E 9.48
Mkt Cap.(Rs cr) 104
Buy Price 100.90
Buy Qty 212.00
Sell Price 101.40
Sell Qty 43.00

Sunil Healthcare Ltd. (SUNILHEALTHCARE) - Director Report

Company director report

TO THE MEMBERS OF

SUNIL HEALTHCARE LIMITED

Your Directors have great pleasure in presenting the 47thAnnual Report on the business and operations together with the audited financial statementof your Company for the year ended 31st March 2021.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operation 8963.11 7012.93 9029.19 7002.12
Other Income 562.07 1497.75 557.89 1467.86
Total Revenue 9525.18 8510.68 9587.08 8469.98
Total Expenditure including other Expenditure (Excluding 8348.09 7424.39 8500.20 7461.69
Depreciations & Interest)
Profit before depreciation and Finance Cost 1177.09 1086.29 1086.88 1008.29
Finance Cost 530.85 695.43 530.85 695.43
Depreciation 611.30 612.69 611.35 612.82
Profit before tax (continued operation) 34.94 (221.83) (55.32) (299.96)
Less: - Tax Expenses Net (continued operation) 7.41 (65.00) 8.47 (63.40)
Profit after Tax from (continued operation) 27.53 (156.83) (63.79) (236.56)
Profit before Tax (discontinued operation) 0 (359.94) 0 (359.94)
Less: - Tax Expenses Net (discontinued operation) 0 (100.14) 0 (100.14)
Profit after Tax from (discontinued operation) 0 (259.80) 0 (259.80)
PBT (both continued & discontinued operation) 34.94 (581.77) (55.32) (659.90)
PAT (both continued & discontinued operation) 27.53 (416.63) (63.79) (496.36)
Other Comprehensive Income 1.98 280.42 (24.29) 277.06
Total Comprehensive Income 29.51 136.21 (88.08) (219.30)
Earning per Shares (both continued and discontinued operation) 0.27 (4.06) (0.62) (4.84)

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. The Plant of your company islocated at Alwar which is easily accessible by air road and rail. Indira GandhiInternational Airport is the nearest Airport located at a distance of 163 kms. It is alsoconnected well by roads to some major cities of Rajasthan like Jaipur.

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.

IMPACT OF COVID-19 PANDEMIC ON OPERATION OF THE COMPANY

FY 20 also saw the onset of Covid-19 Pandemic at the closing stages ofthe Financial Year in India and still in FY 21 and starting of financial year 22 Indiaand most part of world are in second and third waves of the Covid-19 pandemic caused muchloss of life and economy. Challenges of inclement Raw material pricing coupled withdemand side uncertainity is a deterrent on the earnings of the Company however thecompany has taken various steps to curb the cost and make its product more qualitativeaffordable and competitive.

The physical and emotional wellbeing of employees of the companycontinues to be a top priority for your Company the Company has taken several initiativesto support employees and their families during this difficult phase of pandemic TheCompany has attempted to mitigate the impact of this pandemic on its Operations throughstrict adoption of the prescribed Health and Safety Guidelines of the Honourable State andCentral Governments. Work from home facilities have been provided to team members as perthe recommendations of the Authorities. At the Plant level Operations have beenundertaken keeping all requisite considerations of Health and Safety at the forefront.

FINANCIAL PERFORMANCE:

During the F.Y. 2020-21 (standalone) the Company had reportedTurnover/Revenue from operation of _ 8963.11 lakhs as against _ 7012.93 Lakhs in the F.Y.2019-20. Turnover/Revenue from operation was Increased by 27.81% Profit beforedepreciation and Finance Cost increased by 8.36% Profit before Tax increased by 106.61% Profit after Tax increased by 106.60 % and other comprehensive Income (OCI) decreased by99.29% as compared to financial year 2019-20.

During the F.Y. the Company had reported on a consolidated basis thetotal revenue from the operation is _ 9029.19 Lakh Profit before depreciation and FinanceCost is _ 1086.88 Lakh Profit (Loss) before tax is _ (55.32) and Profit after Tax is _(63.79) Lakh and other Comprehensive Income is _ (24.29) Lakh. The Management of theCompany is committed to improve the performance in the coming year to achieve betterproduction sales and profit by using the optimum product mix and explore new avenue toachieve overall growth of the Company. Further there is no change in the nature of thebusiness of the company.

FOREIGN WHOLLY OWNED SUBSIDIARY AND SUBSIDIARY OF THE 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 "SunilHealthcare Mexico SA DE CV"" in the city of San Luis Postosi MexicoUnited Mexican 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 since financial year 2017-18. During the year 2020-21no expansion of production capacity was happened. In the first quarter of Financial Year2021-22 the Production Capacity of manufacturing of Empty Hard Capsule shell increased to13.80 billion p.a.

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 did not recommend any dividend for the yearended March 31 2021.

SHARE CAPITAL

During the year under review the Company has authorised capital of _170000000/- divided into 10800000 (One Crore Eight Lakhs) equity shares of _ 10/-(Rupees Ten) each and 620000 (Six lakhs and twenty thousands) Redeemable Non-cumulativeand Non-participatory preference Shares of _100/- (Rupees Hundred) each.

The paid up Share Capital of the Company as on March 31 2021 was _160797500 divided into _ 10 25 47500 Equity share capital and _ 58250000 of 0.01%Redeemable Non-cumulative and Non-participatory preference Shares (RPS).

DIRECTORS AND KEY MANAGERIAL PERSONAL: CESSATION

During the financial year 2020-21 Pursuant to the provisions ofSection 152 of Companies Act 2013 Mr. B.P. Srinivasan Non-Executive Director of theCompany retired in the 46th AGM and ceased his office w.e.f. 28.09.2020 due toretirement. Apart from above No Directors/KMP retired or ceased office during the year2020-21.

APPOINTMENT/ RE-APPOINTMENT

During the year under review the appointment of Mrs. Mudita Chaturvedi(DIN: 02384403) was regularized as Non – Executive Director in the 46th AGM held on28.09.2020.

Pursuant to the provisions of Section 152 of Companies Act 2013 Mr.Krishna Venkatachalam Rajan Non-Executive Director ((DIN: 02777067) is liable to retireby rotation at ensuing 47th Annual General Meeting and being eligible offers himselffor re-appointment.

In ensuing AGM Mr. Rakesh Mohan (DIN: 07352915) whose tenure asIndependent Director will expire on 11.11.2021 is proposed to be re-appointed subject tothe approval of shareholder by special resolution in the ensuing 47th Annual GeneralMeeting of the Company for another term of 5 years (i.e. from 11.11.2021 to 10.11.2026).

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 2020-21 the Board of Directors met out sixtimes on 03.04.2020 30.06.2020 25.07.2020 20.08.2020 23.10.2020 and 21.01.2021. Thedetails of attendance of each director at the Board Meeting are provided in the CorporateGovernance Report in Annexure-G 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-G 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 (registration No. 318086E) was appointed asStatutory Auditor of the company by the shareholders for a period of five years startingfrom conclusion of 43rd Annual General Meeting which was held on September 262017 till the 48th AGM to be held in the year 2022. The Auditors' Reporton standalone and consolidated financial statements for the year 2020-21 forming part ofthe Annual Report. The Auditors' Report does not contain any qualificationsreservations adverse remarks disclaimer or emphasis of matter. Notes to the FinancialStatements are self-explanatory and do not call for any further 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 2020-21. The Secretarial AuditReport for the financial year ended March 31 2021 alongwith Management response onSecretarial Auditors' observation/suggestion is annexed herewith and marked as AnnexureB to this Report. The Board has appointed M/s ATCS & Associates PracticingCompany Secretary as Secretarial Auditor of the Company for the financial year 2021-22.

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 2020-21 the Board has appointed Agarwal S. Lal & Co. CharteredAccountants as Internal Auditors to undertake the Internal Audit of the Company.

Further the appointment of M/s. Agarwal S. Lal & Co. CharteredAccountants as Internal Auditors for financial year 2021-22 was approved by the Board uponthe recommendation of the Audit Committee upon such terms and conditions as mutuallyagreed.

The Annual Return for Financial year 2019-20 can be accessed athttps://www.sunilhealthcare.com/uploads/investorrelationpdf/5624ANNUAL%20RETURN_SHL_2019-20.pdf.

The draft Annual Return for financial Year 2020-21 can be accessedathttps://www.sunilhealthcare.com/annual-return-mgt

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 natureentered 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 C to this Report FurtherComplete Disclosures of all related party transactions are given in Note no. 37 toNotes to Financial Statements as per the provisions of IND-As 24. There was no relatedparty transaction which is in conflict with the interest of the Company. The policy on theRelated Party Transaction are available on the website of the Company at link https://www.sunilhealthcare.com/uploads/filemanager/2802Related%20Party%20Transaction%20Policy_30052019.pdfDuring the year the Company did not enter with transactions with any person or entitybelonging to the promoter/ promoter group which hold(s) 20% or more shareholding in thecompany.

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 D to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH &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 ‘E' forming part of this report.

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2020-21 the assets of the Company wereadequately insured against the loss of fire and earthquake. In addition to this coveragea 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 consist three members' as on March 31 2021 viz. Mr. RakeshMohan Chairman Mr. Sanjay Kaushik Member and Mr. Harish Pal Kumar Member During theyear 2020-21 Mr. B.P. Srinivasan Non-Executive Director and Member of the Committeeretired w.e.f. 28.09.2020. 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 CSRprogram is anchored on the continuing commitment to improve the quality of livingconditions and opportunities for the differently able without regard to their faithorigin or gender. The composition and terms of reference of the CSR Committee are given inthe Corporate Governance Report. The details of CSR Policy of the Company also availableon the website of the Company at webhttps://www.sunilhealthcare.com/uploads/filemanager/3496CSRPolicy_13082018.pdf.The AnnualReport on CSR Activities is appended as Annexure F 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 StatutoryAuditors' Certificate as required by the Listing Regulation confirming its compliancewith the corporate governance requirement are appended as Annexure G to thisBoard'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 HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Policy on prohibition of Sexualharassment of employees in the Company in line with the requirement of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

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

The ICC was reconstituted with effect from 02.11.2018. As on March 312021 the Composition of ICC was 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 31 2020:

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: Nil)

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 adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors The outcome of the Board Evaluationfor Financial year 2019-20 which was carried out in financial year 2020-21 was as under:

(i) All Non-Independent Directors

Mr. Anil Kumar Khaitan: 3.88 (Exceeds Expectation) Mr. B.P Srinivasan:3 (Meets Expectation) Mr. K.V. Rajan 3.33(meets expectation) and Mrs. Mudita Chaturvedi:3.2 (meets expectation).

(ii) Independent Directors

Mr. Harish Pal Kumar: 3.8 (Exceeds Expectation) –Part A & BMr. Rakesh Mohan: 3.6(Exceeds expectation)- Part A & B Mr. Sanjay Kumar Kaushik:3.2(meets expectation)-Part A& B Mr. Bejon Misra: 3.6 (exceeds Expectation)–Part A & B.

(iii) The Chairman and Managing Director.

The results of the Evaluation of The Chairman and Managing Director was3.88 (Exceeds Expectation).

(iv) The Board as whole.

The results of the Evaluation of performance of the Board as whole was3.88 (Exceeds 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 3.88 (Exceeds Expectation).

The Board Evaluation of Financial year 2020-21 will be carried on infinancial year 2021-22.

INDEPENDENT DIRECTOR'S MEETING

During the year under review one meeting of the Independent Directorsof your Company was held on 21.01.2021 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 THE FINANCIAL 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 _ 107.33 Lakhs. Total value of Unquoted Investment as onMarch 31 2021 was _ 120.34 lakhs.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTINGFINANCIAL 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. 31.03.2021 and the date of report15.06.2021.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION 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 CentralGovernment after the completion of seven years. Further according to the Rules the sharesin respect of which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to the demat account created by theIEPF Authority. However the company did not declare dividend after 2008-09. The Companyhas transferred the unpaid or unclaimed dividend for the financial year 1999-2000 to2008-09 as per the relevant provision of the Companies Act 2013. Thereafter The Companydid not declare any dividends. Further those shareholders whose dividends weretransferred in IEPF Account may still claim refund by filing refund application in formIEPF-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 portal http://www.iepf.gov.in/IEPF/refund.html forverification 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 on ourwebsite at www.sunilhealthcare.com

SECRETARIAL STANDARD

During the reporting period 2020-21 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 CARE Ratings Limited creditrating agency during the financial year 2020-21 are as under:

Facilities/instruments Amount (Rs. Crores) Rating Rating Action
1. Long-term Bank facilities (Fund based- Working Capital Term Loan for three years) 6.28 CARE BBB- Negative (Triple B minus Outlook: Negative) Assigned
2. Long-term Bank facilities (Fund based) 28.00 CARE BBB- Negative (Triple B minus Outlook: Negative) Reaffirmed
3. Short- term Bank facilities (standby Line of Credit) 3.15 CARE A3 (A Three) Assigned
4. Short- term Bank facilities 18.35 CARE A3 (A Three) Reaffirmed
Total facilities 55.78 (Rupees fifty five crores and seventy eight lakhs only)

Note:

• During the financial year 2020-21 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 to BSE CSEand Custodian fees for the financial year 2021-22 were paid.

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 alongwith 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.

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 2020-21 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 operationsin future.

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 FINANCIAL STATEMENT

Having regard to the provisions of the first proviso to Section 136(1)of the Act read with the MCA circular no. 02/2021 dated January 13 2021 20/2020 datedMay 05 2020 read together with circular no. 14/2020 dated April 08 2020 circularno. 17/2020 dated April 13 2020 and circular no. 22/2020 dated June 15 2020 and Circularno. SEBI/HO/CFD/ CMD 2/CIR/P/2021/11 dated January 15 2021 and SEBI/HO/CFD/CMD1/CIR/P/2020/79dated May 12 2020 issued by the Securities Exchange Board of India the Annual Reportfor financial year 2020-21 and other communications is being sent only to those memberswhose email id are registered with the Company/ RTA/Depositories on cuto_ date for sendingnotice of AGM through electronic mode only. The Member may note that no printed AnnualReport for financial year 2020-21 would be issued. The Members who had joined the Companyas member after cut off date for sending notice to members till 7 days prior to date ofMeeting) may write to cs@sunilhealthcare.com rta@sunilhealthcare.com orlalit@alankit.com.

The Members may note that the Notice of the 47th AGMalongwith the Annual Report for financial year 2020-21 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.

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.

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