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Sunil Healthcare Ltd.

BSE: 537253 Sector: Others
NSE: N.A. ISIN Code: INE671C01016
BSE 00:00 | 14 Jul 19.75 -0.15
(-0.75%)
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NSE 05:30 | 01 Jan Sunil Healthcare Ltd
OPEN 20.50
PREVIOUS CLOSE 19.90
VOLUME 525
52-Week high 32.90
52-Week low 13.80
P/E
Mkt Cap.(Rs cr) 20
Buy Price 19.05
Buy Qty 3.00
Sell Price 20.00
Sell Qty 15.00
OPEN 20.50
CLOSE 19.90
VOLUME 525
52-Week high 32.90
52-Week low 13.80
P/E
Mkt Cap.(Rs cr) 20
Buy Price 19.05
Buy Qty 3.00
Sell Price 20.00
Sell Qty 15.00

Sunil Healthcare Ltd. (SUNILHEALTHCARE) - Director Report

Company director report

TO

THE MEMBERS OF

SUNILHEALTHCARE LIMITED.

Your Directors have great pleasure in presenting the 45th Annual Report on the businessand operations together with the audited financial statement of your Company for the yearended 31st March 2019.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operation 8124.100 9022.48 8119.60 9133.49
Other Income 74.33 200.13 3924.21 222.66
Total Revenue 8198.43 9222.61 8202.26 9356.15
Total Expenditure (Excluding Depreciations & Interest) 6927.91 7552.30 7044.27 7743.75
Profit before depreciation and Finance Cost 1270.52 1670.31 1157.99 1612.4
Finance Cost 671.60 503.05 671.60 503.05
Depreciation 573.89 478.25 574.03 478.26
Profit before tax 25.03 689.01 (87.64) 631.09
Less: - Tax Expen ses Net 7.25 156.62 (18.48) 181.70
Profit after Tax 17.78 532.39 (69.16) 499.39
Earning Per Shares 0.17 5.19 (0.67) 4.38

COMPANYOVERVIEWANDSTATEOFCOMPANY'SAFFAIRS

The Directors of the Company are glad to inform you that your company is 2"dlargest producer of Empty Hard Gelatin Capsules (EHGC) in India and Pioneerin doublelockand triple lock technology for capsules in India. The Company had started productionofHPMC Capsule in August 2018 and in short span of time the sales brought in from HPMChave led to better performance. The Company had also started production of PullulanCapsules.

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.

Our plant is located at Alwar which is easily accessible by air road and rail. IndiraGandhi International Airport is the nearest Airport located ata distance of 163 kms. It isalso connected well by roads to some major cities of Rajasthan like Jaipur.

The Company deals in Business segment of Manufacturing Hard Gelatin Capsule Shells andthe choice in nine size available are 00 0SEL 0EL 012345. This segment the companyhas reached to installed capacity of 11952 million capsules at the existing facility. OurPresence in Over 30 Countries across the Globe. The management of the company Continuedfocus on achieving cost optimization and yield improvements through Economies of Scale.The company also renewed interest in the business with an aim to become top 3 manufacturesof Empty Hard Gelatin Capsules in world.

The Company has forayed into the Food Business. Sunloc food 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 2018-19 (standalone) the Company had reported Turnover of Rs. 8198.43lakhs. Revenue from Operation is Rs. 8124.10 lakhs in 2018-19 against Rs. 9022.48 Lakhs inthe F.Y 2017-18. Revenue from operation was decreased by 9.95% Profit beforedepreciation Finance Cost decreased by 23.94% Profit before Tax decreased by 96.37% andProfit after Tax decreased by 96.66 % as compared to financial year 2017-18.

During the F.Y. the Company had reported on a consolidated basis the total revenuefrom the operation isRs. 8119.60Lakh Profit before depreciation and Finance Cost is Rs.1157.99 Lakh Profit before tax is Rs. (87.64) and Profit afterTax is Rs (69.16) 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 of the business of the company

FOREIGN WHOLLY OWNEDSUBSIDIARY AND SUBSIDIARY OF THECOMPANY

During the year the company had Wholly Owned Subsidiary namely "Sunil HealthcareNorth America LLC" in the United States of America which was registered on 2nd July2016 and a subsidiary namely "Sunil Healthcare Mexico SADE CV"" in the cityof San Luis Postosi Mexico United Mexican States which was registered on 11 February2017.

DETAILSOF SUBSIDIARIES PERFORMANCES

Pursuant to the provision of Section 129 (3) of the 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 of the 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.

EXPANSION OFTHE PROJECT

The Company has its production capacity of manufacturing of Empty Hard Capsule shell of13 billion p.a. in the fourth quarter of the financial year 2017-18. During theyear2018-19 no expansion of production capacity was happened.

DIVIDEND

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 March 312019.

SHARECAPITAL

The paid up Equity Share Capital of the Company as on March 312019 was Rs.102547500. During the year under review the Company has neither issued any shares norgranted any stockoptions.

DIRECTORSAND KEY MANAGERIAL PERSONAL:

CESSATION

During the financial year 2018-19 Mr. Dharman Gnanasekaran Chief Executive Officerwas retired from his office due to superannuation with effect from close of business hoursof March 31 2019. Except him no Directors/KMP were ceased to his office.

Pursuantto the provisions of Section 152 of Companies Act 2013 Mrs. (Dr.) Lata SinghNon-Executive Director of the Company is liable to retire by rotation atthe ensuingAnnual General Meeting.

Mr. RameshChanderKhurana Independent Directorwill retire after expiry of the term of 5years on September 262019.

APPOINTMENT/ RE-APPOINTMENT

During the year 2018-19 Mr. (Dr.) Harish Pal Kumar (DIN 01826010) was appointed bythe Board of Directors as an Additional Director (Independent) of the company w.e.f.February 132019; and was proposed be regularized as Independent Director for a period of5 years with effect from February 13 2019 to February 12 2024 by the Shareholders in01/2018-19 Extra Ordinary General Meeting scheduled to be held on June 282019.

During the year 2018-19 Mr. (Amb.) Krishna Venkatachalam Rajan (DIN 02777067) wasappointed by the Board of Directors as an Additional Director (Non-Executive) liable toretire by rotation with effect from 13.02.2019 and was proposed be regularized throughSpecial Resolution as Non- Executive Director liable to retire by rotation beyond the ageof 75 years by the Shareholders in 01/2018-19 Extra Ordinary General Meeting scheduled tobe held on June 282019.

Mr. Anil Kumar Khaitan Chairman and Managing Director (DIN: 00759951) wasre-appointed in the 43d Annual General Meeting the Companyfor period offive years witheffect from April 012017 to March 312022.

DECLARATION BY INDEPENDENT DIRECTORS

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.

NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2018-19 the Board of Directors met out four times on25.05.2018 13.08.2018 02.11.2018 and 13.02.2019. The details of attendance of eachdirector at the Board Meeting are provided in the Corporate Governance Report which ispart of Annual Report.

MEETINGANDCOMPOSITION OF COMMITTEES OF THE BOARD

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

During the year all the recommendations made by theAudit Committee were accepted by theBoard.

AUDITOR AND AUDITOR'S REPORT

STATUTORY AUDITOR

During Financial year under review M/s. Jitendra Kr. Agarwal & AssociatesChartered Accountants (registration No. 318086E) was appointed as Statutory Auditor ofthe company by the shareholders for a period of five years starting from conclusion of43rd Annual General Meeting which was held on September 262017 till the 48th AGM to beheld in the year 2022.

During the year Auditors had informed to the Board vide letter dated November 012018the Change of Firm name of the Statutory Auditors from Jitendra K Agarwal & Associatesto JKVS & Company which was noted by the Board and intimated to the stock Exchange.

The Auditors' Report on standalone and consolidated financial statements for the year2018-19 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 any further comments.

SECRETARIAL AUDIT

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 2018-19. The Secretarial Audit Report for the financialyear ended March 31 2019 is annexed herewith and marked as Annexure B to this Report. Themanagement Comments on observation made by the Secretarial Auditors is attached at lastpage of the Annexure B. The Board has appointed M/s ATCS & Associates PracticingCompany Secretary as Secretarial Auditor of the Companyfor the financial year 2019-20.

COST AUDITOR

PursuanttoSection148ofthe Companies Act 2013 read with The Companies (Cost Records andAudit) Amendment Rules 2014 the maintenance of cost audit records is not applicable onthe Company.

INTERNAL AUDITOR

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 year 2018-19 the Board has appointed Agarwal S. Lal&Co. CharteredAccountants as Internal Auditors to undertake the InternalAuditof the Company.

Further the appointment of M/s. Agarwal S. Lal &Co. Chartered Accountants asInternal Auditors for financial year 2019-20 was approved by the Board upon therecommendation of the Audit Committee upon such terms and conditions as mutually agreed.

ANNUAL RETURN

The Annual Return for Financial year 2017-18 can be accessed athttps://www.sunilhealthcare.com/wp-content/uploads/MGT-7- SHL-2017-18.pdf The detailsforming part of the extract of the Annual Return for Financial year 2018-19 inform MGT-9is annexed herewith and marked as Annexure C.

FRAUD REPORTING

There were no frauds found which have been reported to the Audit Committee/Boardmembers 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'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 as Annexure D to this ReportFurther Complete 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 linkhttps://www.sunilhealthcare.com/investor-relations/CorporateGovernance/Policv/Relatedpartvtransactionpolicy.

During the year the Company did not enter with transactions with any person or entitybelonging to the promoter/promoter group which hold(s) 10% or more shareholding in thecompany

PARTICULARS OF EMPLOYEES:

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 Shareholderon request.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS & OUTGO:

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

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2018-19 the assets of the Company were adequately insuredagainst the loss of fire and earthquake. In addition to this coverage a statutory publicliability insurance policy has been taken to cover by Company for providing against thepublic liability arising out of industrial accidentfor employees working in plant. Theprovision of Risk Management under Regulation 21 (5) of the SEBI (Listing Obligation &Disclosure Requirement) Regulation 2015 is not applicable on the Company but theCompany has constituted a Risk Management Committee. The Risk Management Committee wasreconstituted on February 13 2019 due to appointment of New Directors in the Board. TheRisk Management Committee consist of three members viz. Mr. Ramesh Chander KhuranaChairman Mr. Sanjay Kaushik Member and Mr. Harish Pal Kumar Member. The Company has inplace Risk Management System which takes care of risk identification assessment andmitigation. There are no risks which in the opinion of the Board threaten the existence ofthe Company. Risk factors and its mitigation are covered extensively in the ManagementDiscussion and Analysis Reportforming part of this Board's Report.

CORPORATE SOCIAL RESPONSIBILITY

The main objective of the Company's CSR policy is to laydown guidelines for the Companyto make CSR a business process for sustainable development of the society at large. Itaims to enhance and implement the society welfare measures by the Company in a wellstructural manner on short and long term basis with a vision of making Sunil HealthcareLimited to act as Good Corporate Citizen. CSR is an evolving concept at Sunil HealthcareLimited it's been there since incorporation we have promised to ourselves to take up theresponsibility of ensuring a healthy ecosystem. SHL's CSR program is anchored on thecontinuing commitment to improve the quality of living conditions and opportunities forthe differently able without regard to their faith origin or gender. The composition andterms of reference of the CSR Committee are given in the Corporate Governance Report. Thedetails of CSR Policy of the Company also available on the website of the Company at weblink https://www.sunilhealthcare.com/wp- content/uploads/CSRPolicy 13082018.pdf. TheAnnual Report 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) Regulations2015 a report on Corporate Governance along with Statutory Auditors' Certificate asrequired by the Listing Regulation confirming its compliance with the corporate governancerequirement 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 details of this Policyare stated in the Corporate Governance Report and also available on the website of theCompany at web link https://www.sunilhealthcare.com/wp-content/uploads/2015/11/WHISTLE-BLOWER-POLICY- 4 .pdf.

DISCLOSURE UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

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 ofSHL's Internal Complaint Committee (ICC): The ICC was reconstituted witheffect from 02.11.2018. As on March 312019 the Composition of ICCwas as under

1. Mrs. Rekha Gupta - Presiding officer

2. Mr. SureshYadav.-Member

3 Mr. Vijay Kumar Puniyani- Independent Member

4 Mrs. Sathi Nair- Member

ICC's Report on the complaints as on December 312018:

a) Numberofcomplaintreceivedduringyear: NIL

b) Number of complaint disposed off :NIL

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

d) Number ofworkshop or training programme organized against sexual harassment: 1

e) Nature of action taken ifany by theCompany: NOTAPPLICABLE

The Policy on Sexual harassment of employees is available on the website of the Companyat linkhttps://www.sunilhealthcare.com/wp-content/uploads/PreventionOf-SEXUAL-HARRASMENT-POLICY02112018.pdf

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated a criteria's fordetermining qualifications positive attributes and independence of a director and othermatters provided under Sub-section (3) of Section 178 of the Companies Act 2013 andrecommended to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees. The brief of Nomination & RemunerationPolicy is stated in the Corporate Governance Report in Annexure-H and also full Nomination& Remuneration policy is available on the website of the Company at linkhttps://www.sunilhealthcare.com/wp-content/uploads/NOMINATION-AND-REMUNERATION-POLICY-130820018.pdf.

PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration and other committees asper the Board Evaluation policy which is available at website of the company at web linkhttps://www.sunilhealthcare.com/wp-content/uploads/BOARD- EVALUATION-13082018.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 2017-18 which was carried outin Financial year 2018-19 was as under:

(i) All Non-Independent Directors.

Mr. Anil Kumar Khaitan: 3 (Meets Expectation) Mr. B.P Srinivasan: 3 (MeetsExpectation) Mrs. Lata Singh: 3 (Meets Expectation).

(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 (Meets Expectation) )-Part A& B.

(iii) The Chairman and Managing Director.

The results of the Evaluation of The Chairman and Managing Director was 3 (MeetExpectation).

(iv) The Board as whole.

The results of the Evaluation of performance of the Board as whole was 3 (MeetExpectation)

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

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

The Board Evaluation ofFinancial year 2018-19willbecarried oninfinancialyear2019-20.

INDEPENDENT DIRECTOR'S MEETING

During the year under review one meeting of the Independent Directors of your Companywas held on 13.02.2019 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 Managementand the Board that is necessaryfor the Board toeffectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROLSWITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and 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 themanagementand the Audit Committee and necessary improvements are undertaken if required.

PUBLIC DEPOSIT

Your Company has not accepted any public deposit within the meaning of provisions ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there is no outstanding deposit due for re-payment.

PARTICULARS OF LOANS GUARANTEESORINVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. Further the Company had invested of Rs. 6000 inthe government Securities I e National Saving Certificate since long time.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There are no change and commitments which affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate i e 31.03.2019 and the date of report 30lh May 2019.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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 200809. The Company has transferred the unpaid orunclaimed dividend forthe financial year 1999-2000 to 2008-09 as perthe relevant provisionof the Companies Act 2013. Thereafter The Company did not declare any dividends. Furtherthose shareholders whose dividends were transferred in IEPF Account may still claimrefund by filing refund application in form IEPF-5 after filing form printout of the sameto be submitted alongwith indemnity bond acknowledgment self-attested form and othernecessary documents as mentioned in detailed procedures for claiming refund at IEPF portalhttp://www.iepf.gov.in/IEPFA/refund.html. for verification purpose to the Mr. SantoshKumar Sharma Company Secretary The Nodal Officer Vijay Tower 38E/252-A Shahpur JatPanchsheel Park Commercial Complex New Delhi-110049 contact no. 011-49435555. Thedetails of unpaid dividend are provided on ourwebsite atwww.sunilhealthcare.com

SECRETARIALSTANDARD

During the reporting period 2018-19 your Company has complied with the SecretarialStandard 1 and 2 issued by the Institute of Companies Secretaries of India which weremade applicable with effectfrom 01.07.2015 and amended from time to time.

CREDIT RATING

The details of credit rating assigned byCARE Ratings Limited credit ratingagencyduring the financialyear2018-19 are as under:

S.No. Facilities/instruments Amount (Rs. Crores) Rating Rating Action
1. Long-term Bank facilities (Fund based) 28.00 CARE BBB- Stable (Triple B minus Outlook: Stable) Reaffirmed
2. Long-term Bank facilities (Term Loan) - - Withdrawn#
3. Short-term Bank facilities 18.90 CARE A3 (A Three) Reaffirmed
Total facilities 46.90 ( Rupees forty six crores and ninety lakhs only)

Note:

# CARE has noted that the Company has settled the availed bank facilities. Takingcognizance of the fact it has withdrawn the Rating during the financialyear2018-19 ascompared to lastyear.

During the financial year 2018-19 the company did not issue any securities depositand commercial papers etc. which require credit rating by credit rating agency.

LISTINGAND CONFIRMATION OF FEE

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 2019-20 waspaid to the Bombay Stock Exchanges (Listing fees to Calcutta Stock Exchange are being paidas on date of the Report). The Company has paid the annual custody fee for the year2019-20 toCDSL and payment to NSDL will be made upon receipt of Bill.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith the proper explanation relating to material departures.

II. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfairview of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the that period.

III. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

V. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

VI. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

STATUTORY DISCLOSURES:

During the reporting Financial Year 2018-19 your Directors state that there being notransactions were done with respect to the following items hence no disclosure orreporting is required:

1. Deposits from public falling within the ambit of Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014.

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

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

4. The Managing Director of your company did not receive any remuneration or commissionfrom any of the subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. Buy Back of shares.

MANAGEMENT DISCUSSIONANDANALYSISREPORT

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.

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 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 Secretary and the same will be furnished on request.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.

ACKNOWLEDGEMENTS:

Your Board place on record their appreciation for the overwhelming co-operation andassistance received from the Company's esteemed Shareholders valued Customers SuppliersBusinessAssociates 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 commitmentand hardwork Company's consistent growth was not possible.

On behalf of the Board Reg. Office:
Anil Kumar Khaitan 38E/252A Vijay Tower Shahpurjat New Delhi - 110049
Chairman cum Managing Director CIN No: L24302DL1973PLC189662
Din-00759951 Phone No: +91-11-49435555/00 Fax no 01143850087
Place :- New Delhi Email ID: info@sunilhealthcare.com
Dated -30.05.2019 Website:www.sunilhealthcare.com