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Sunil Industries Ltd.

BSE: 521232 Sector: Industrials
NSE: N.A. ISIN Code: INE124M01015
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VOLUME 100
52-Week high 21.70
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P/E 5.76
Mkt Cap.(Rs cr) 7
Buy Price 15.30
Buy Qty 100.00
Sell Price 16.00
Sell Qty 100.00
OPEN 15.90
CLOSE 15.90
VOLUME 100
52-Week high 21.70
52-Week low 13.00
P/E 5.76
Mkt Cap.(Rs cr) 7
Buy Price 15.30
Buy Qty 100.00
Sell Price 16.00
Sell Qty 100.00

Sunil Industries Ltd. (SUNILINDUSTRIES) - Director Report

Company director report

TO THE SHAREHOLDERS

FOR FINANCIAL YEAR ENDED 31ST MARCH 2019

To

The Members

SUNIL INDUSTRIES LIMITED DOMBIVLI

Your Directors have great pleasure in presenting 43rd Annual Report alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended on 31stMarch 2019.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below: (Amt in Rs.)
PARTICULARS Financial Year Financial Year
2018-19 (FY 2019) 2017-18 (FY 2018)
Total Income 1084809802 1540211612
Total Expenditure 1071657568 1517662666
Net Profit/(Loss) before Tax 13152234 22548946
Provision for Tax 2438270 7921335
Net Profit/(Loss) after Tax 10713964 14627611
Profit/(Loss) b/f previous year 112099681 97583752
Balance c/f to Balance Sheet 122813645 112211363

2. PERFORMANCE OF THE COMPANY:

During the year ended 31st March 2019 your Company reported total Income of Rs. 1084809802/- which in comparison to previous year's figures have decreased by approximately29.57 % this is due to Textile Industry experiencing a downfall. The Net Profit after taxis Rs. 10713964/- as compared to Rs. 14627611/-in previous year marking a reductionof approximately 26.76 % but the overall profit carried forward to the Balance Sheet isRs. 122813645/- which has increased by 9.45% as compared to previous year's figure.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:

The company does not have any Subsidiary Joint Venture or Associate Company andtherefore provision with respect to Section 129 of the Companies Act 2013 are notapplicable to the Company.

4. DIVIDEND:

In order to conserve the reserves for a sustainable future you're Company does notrecommend Dividend for the Financial Year 2018-2019.

5. TRANSFER TO RESERVES:

During the year under review no amount is proposed to be transferred to GeneralReserve out of the net profits of the Company for the Financial Year 2018-19. Hence theentire amount of profit has been carried forward to the Profit & Loss Reserve Account.

6. FUTURE PROSPECTS:

The future for the Indian textile industry looks promising the US China Trade Warholds a lot of opportunities provided we have smart factories and also instead offocusing on more production scale the focus needs to shift to quality aspect in order toimprove our competitiveness. The rise in income levels is expected to drive demand in thetextile industry. The Retail market in India is projected to reach $ 1.3 trillion whilethe Indian e-commerce industry is expected to cross $ 100 billion mark by 2020. TheE-commerce market in India is also set to grow at a CAGR of 30% for gross merchandisevalue to reach $ 200 billion by 2026 and have a market penetration of 12% compared to 2%currently. Economic expansion is happening across Asia but we expect that 2019 will bethe year in which India will take centre stage; as a result India is set to move frombeing an increasingly important sourcing hub to being one of the most attractive consumermarkets outside the Western world. India is increasingly becoming a focal point for retailindustry with more than 300 International Brands expected to open stores in the next twoyears. The domestic market for apparel and lifestyle products currently is $137 billionand aims to be $350 billion by 2025.

7. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE:

During the year there has been no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture.

8. THE CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business of the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there areno unpaid dividends pending of the Company.

10. INTERNAL CONTROL SYSTEM:

The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company "To be the mostsustainable and competitive Company in our industry". The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors. Significant audit observations and follow up actions thereon are reported to theAudit Committee.

11. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of Schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Report.

12. CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of CorporateGovernance and adhering to the Corporate Governance requirements as set out by Securitiesand Exchange Board of India. The Report on Corporate Governance as stipulated underRegulation 34 (3) and Part C of Schedule V of the SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 forms part of the Annual Report. The Certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under Regulation 34 (3) and Part E of Schedule V of the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 is also published in thisAnnual Report.

13. REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C ofSchedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015prepared by HS Associates Company Secretaries forms part of the Annual Report and isannexed hereto as Annexure E.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIALRESPONSIBILITY INITIATIVES:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

The particulars of investment made under Section 186 of the Companies Act 2013 havebeen disclosed in the financial statements in Note 3 of the Financial Statement.

The particulars of loans made under Section 186 of the Companies Act 2013 have beendisclosed in the financial statements in Note 13 and Note 16 of the Financial Statement.

The Company has given not given any loans falling under Section 185 and 186 of theCompanies Act 2013 nor has it provided any Corporate Bank guarantee.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES:

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are incompliance with the applicable provisions of the CompaniesAct 2013 and the Listing Regulations. There are no materially significant related partytransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly transactions are being reported inForm AOC-2 i.e. Annexure B in terms of Section 134 Companies (Accounts)Rules of the Act read with Rule 8 of the 2014. However the details of the transactionswith Related Party are provided in the Company's financial statements in accordance withthe Accounting Standards as applicable to the Company.

All Related Party Transactions are presented to the Audit Committee and the Board andwherever forecasted Omnibus approval is obtained for the transactions which are foreseenand repetitive in nature. A statement of all related party transactions is presentedbefore the Audit Committee on a quarterly basis specifying the nature value and termsand conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at www.sunilgroup.com.

17. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and it redresses complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the employees of the Company.

18. EXPLANATION OR COMMENTS ON QUALIFICATION RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICISING COMPANY SECRETATRY IN THEIR REPORTS:

The Auditor's Report does not contain any qualifications reservations or adverseremarks but Secretarial Audit Report contains qualifications pursuant to Section 203 ofCompanies Act 2013 towards non-appointment of Company Secretary and Regulations 31 (2) ofListing Obligation Disclosure Requirements Regulations 2015 for Dematerialization ofPromoters shareholding and Section 129 of Companies Act 2013 for Presentation of Certainitems in the Financial Statements of the Company. The company would like to inform thatPromoters being distant relatives of each other are scattered all over and hence it isvery difficult to convert each promoter's physical holding into Demat however the companyis in the process for conversion of the same as per Regulations 31 (2) of LODR. Furtherthe Company should have appointed a Company Secretary since the vacancy of its previousCompany Secretary but there has been delay in the same and the new Company Secretary wasappointed on 15th February 2019. The said non-compliance was due tounavailability of a suitable candidate for the position of Company Secretary. Further theDisclosures as part of SEBI SAST disclosures are to be disclosed by the individualpromoters to the Stock Exchanges. The Report of the secretarial auditor in MR-3 is givenas an Annexure which forms part of this report.

19. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of (Management and Administration) Rules 2014 is furnished as Annexure C to Director'sReport.

20. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

21. PARTICULARS OF EMPLOYEES AND MEDIAN REMUNERATION:

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the directors Ratio to median Remuneration
Non-executive directors
Mr. Rajesh Tibrewal NA
Mr. Rohit Gadia NA
Mrs. Shruti Saraf NA
Executive directors
Mr. Vinod Lath 1: 9.2
Mr. Pradeep Roongta 1: 9.2
Mr. Ramesh Khanna 1: 8.63
Company Secretary
Ms. Neha Thanvi 1: 0.27
Ms. Astha Jain 1: 0.17

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary increase inremunerationin the financial year
Mr. Rohit Gadia NA
Mr. Rajesh Tibrewal NA
Mrs. Shruti Saraf NA
Mr. Vinod Lath NO Increase from last year
Mr. Pradeep Roongta NO Increase from last year
Mr. Ramesh Khanna 11.59 % Decrease from last year
Ms. Neha Thanvi (80.18) % (since resigned w.e.f. 11th May 2018)
Ms. Astha Jain 100% (since 1st year of appointment appointed w.e.f. 15th February 2019)

c. The median remuneration for the year 2018-19 is Rs 130731.50 /-

d. The percentage increase/(decrease) in the median remuneration of employees inthe financial year: (11.75%)

e. The number of permanent employees on the rolls of Company: 36

f. The explanation on the relationship between average increase in remuneration andCompany Performance:

On an average employees received an annual decrease of 9.81%.

The increase in remuneration is in line with the market trends prevalent in theEconomy. However the overall decerease in aggregate remuneration is due to reduction of 2employees one of whom has left the job and the other has expired. In order to ensure thatremuneration reflects Company performance the performance pay is also linked toorganization performance apart from an individual's performance.

g. Comparison of the remuneration of the key managerial personnel against theperformance of the Company: Aggregate remuneration of Key Managerial Personnel (KMP) in FY31.03.2019

Revenue Rs. 1082429835/-
Remuneration of KMPs (as a % of revenue) 0.33%
Profit before Tax (PBT) Rs. 13152234 /-
Remuneration of KMP (as a % of PBT) 27.26%

h. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2019 March 31 2018 % Change
Market Capitalisation 111300000 144270000 (22.85) %
Price Earnings Ratio 10.23:1 9.93: 1 3.02%

i. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars March 31 2019 IPO % Change
Market Price (BSE) 26.50 30.00 (11.67) %

j. Average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual decrease was around 9.81%.

There decrease in the managerial remuneration for the relevant year as compared toprevious year is 0.07%.

k. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Mr. Vinod Lath (Managing Director) Mr. Pradeep Roongta (Whole-Time Director & CFO) Mr. Ramesh Khanna (Whole-Time Director) Ms. Neha Thanvi (Former Company Secretary till 11th May 2018) Ms. Astha Jain (Present Company Secretary appointed w.e.f. 15th February 2019)
Remuneration in FY 2018-2019 Rs. 1200000 Rs. 1200000 Rs. 1128137 Rs. 34677 Rs. 22500
Revenue : Rs. 1082429835
Remuneration as % of revenue 0.11% 0.11% 0.10% 0.0032% 0.0021%
Profit before Tax (PBT): Rs. 13152234
Remuneration as % of Profit before Tax 9.12% 9.12% 8.58% 0.26% 0.17%

l. The key parameters for any variable component of remuneration availed by thedirectors:

There are no variable components of remuneration provided to the Directors.

m. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None

n. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on 14th February 2019 that the remuneration is as per the remunerationpolicy of the Company. The policy is available on the company's website:www.sunilgroup.com.

o. The statement containing particulars and remuneration paid to employees as requiredunder section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not applicable to the Company sincethere are no employees drawing remuneration in excess of the prescribed limits and hencenot disclosed in the Report.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A. Directors:

The present composition of the Board is in compliance with the provisions of Section149 of the Companies Act 2013.

As on date Mr. Rohit Gadia Mrs. Shruti Saraf and Mr. Rajesh Tibrewal are theIndependent Directors on the Board. The Company has received declarations from all theseIndependent Directors confirming that they meet with the criteria of independenceprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and read withthe Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

However the first term of Mr. Rohit Gadia has ended on 31st March 2019and being eligible for re-appointment has been appointed for a consecutive second term atthe Board Meeting held on 14th February 2019 for a period of 5 years subjectto approval of shareholders.

Key Managerial Personnel:

Mr. Vinod Lath Managing Director Mr. Pradeep Roongta CFO and Whole Time DirectorMr. Ramesh Khanna Whole Time Director Ms. Aastha Jain Company Secretary are the KeyManagerial Personnel of the Company. The previous Company Secretary Ms. Neha Thanviappointed had resigned from her office on 11th May 2018 and Ms. Astha Jain wasappointed as a Company Secretary as on 15th February 2019.

Mr. Ramesh Khanna is liable to retire by rotation in this 43rd AnnualGeneral Meeting and being eligible he has offered himself for re-appointment as Director.

B. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirms: i. That in the preparation of the annual accounts the applicableaccounting standards have been followed and there has been no material departure. ii. Thatthe selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and that of theprofit of the Company for the year ended on that date. iii. That proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. iv. That the annual accountshave been prepared on a going concern basis. v. The Board has laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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

C. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year the Board had met Five (5) times on 30.05.2018;03.07.2018; 14.08.2018; 14.11.2018 and 14.02.2019.

D. AUDIT COMMITTEE:

The Audit Committee as on date comprises of four members viz. Mr. Rajesh Tibrewal Ms.Shruti Saraf Mr. Rohit Gadia (Independent Directors) and Mr. Pradeep Roongta (CFO andWhole Time Director). The above composition of the Audit Committee consists of 3 (three)Independent Directors who form a majority. The Role of the Committee is provided in theCorporate Governance Report. All the recommendations made by the Audit Committee duringthe year were accepted by the Board.

E. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act 2013 the Stakeholder's RelationshipCommittee constituted by the Board of Directors to deal with the matters related tostakeholders' grievances met 4 (Four) times during the Financial Year.

The details of status of grievances received from various stakeholders during thefinancial year are furnished in the Corporate Governance Report.

F. NOMINATION REMUNERATION AND EVALUATION POLICY:

The Nomination & Remuneration Committee of Directors have approved a policy forselection appointment and remuneration of Directors which inter-alia requires thatcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors KMP and Senior Management Employees and the Directors appointed shall be ofhigh integrity with relevant expertise and experience so as to have diverse Board and thePolicy also lays down the positive attributes/ criteria while recommending the candidaturefor the appointment as Director. Details of the Nomination Remuneration and EvaluationPolicy are set out are available at website of the Company at www.sunilgroup.com.

G. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations 2015 the performance evaluation of the Board and its Committees were carriedout during the year under review. More details on the same are given in the Annexure toCorporate Governance Report.

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii.Quality of contribution to Board deliberations. iii. Strategic perspectives or inputsregarding future growth of Company and its performance. iv. Providing perspectives andfeedback going beyond information provided by the management. v. Commitment to shareholderand other stakeholder interests. vi. The evaluation involves Self-Evaluation by the BoardMember and subsequently assessment by the Board of Directors. A member of the Board willnot participate in the discussion of his / her evaluation.

H. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the Textileindustry scenario the socioeconomic environment in which the Company operates thebusiness model the operational and financial performance of the Company significantdevelopments so as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is posted on Company'swebsite at www.sunilgroup.com along with the Familiarization programme for F.Y 2018-19along with the hours spent on the Programme.

I. SECRETARIAL STANDARDS:

Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors' and ‘General Meetings' respectively havebeen duly followed by the Company.

23. VIGIL MECHANISMPOLICY FOR DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Whistle Blower Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The Company has also provided direct access to Chairman of Audit Committee on reportingissues concerning the interests of co-employees and the Company. The Vigil MechanismPolicy is available at the website of the company: www.sunilgroup.com. No instance underthe Whistle Blower Policy was reported during the financial year 2018-19.

24. PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

25. AUDITORS AND AUDITORS REPORT: A. STATUTORY AUDITORS:

P R Agarwal & Awasthi Chartered Accountants Mumbai registered with the Instituteof Chartered Accountants of India vide Firm Registration No. 117940 were appointed asStatutory Auditors at the Annual General Meeting held on Tuesday 26th September2017 for the period of five (5) years. i.e. upto the Annual General Meeting to be held inyear 2022.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May2018 amending Section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of Statutory Auditors atthe forthcoming AGM.

The Company has received letter from them to the effect that their appointment is validand within the prescribed limits under Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified from appointment. The resolution for approval for paymentof remuneration is put forward for your approval in the ensuing Annual General Meeting.

B. COST AUDITOR:

M/s Shanker Chaudhary & Co Cost Accountant are appointed as Cost Accountants incompliance of Section 148(1) read with Section 139 of the Companies Act 2013 to auditCost records maintained by the Company for the financial year ended 31st March2020. The resolution for ratification of remuneration paid to them is put forward for yourapproval in compliance of Section 148 read with Companies (Audit and Auditors) Rules2014.

C. INTERNAL AUDITORS:

The company had appointed H. Mehta & Co. Chartered Accountants Mumbai asInternal Auditor of the company for Financial Year 2018-19.

D. SECRETARIAL AUDITOR:

The Company has appointed M/s HS Associates Company Secretaries as SecretarialAuditors of the Company to carry out the Secretarial Audit for the Financial Year 2018-19and to issue Secretarial Audit Report as per the prescribed format under rules in terms ofSection 204(1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The report of secretarial Auditor isappended to this report as Annexure D to Director's Report.

26. STATUTORY STATEMENT:

A. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexure A toDirector's Report.

B. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have being no material changes and commitments affecting the financial positionof the Company occurred during the financial year.

27. POLICIES:

The Company seeks to promote highest levels of ethical standards in the normal businesstransaction guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and amended from time totime. The policies are available on the website of the Company at www.sunilgroup.com.

28. OTHER DISCLOSURES:

The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.

Pursuant to Regulation 27 of (Listing Obligation and Disclosure Requirements)Regulations 2015 report on Corporate Governance is given in Annexure E.

29. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operation include global and domestic demand and supply conditionsaffecting selling prices of Raw Materials Finished Goods input availability and priceschanges in government regulations tax laws economic developments within and outside thecountry and other various other factors.

30. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers commercial banks financialinstitution creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them

ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED
SD/-
VINOD LATH
DATE : 14th AUGUST 2019. MANAGING DIRECTOR & CHAIRMAN
PLACE : DOMBIVLI DIN NO: 00064774

ANNEXURE-"A" TO THE DIRECTORS' REPORT FOR THE YEAR ENDED 31STMARCH 2019

Information pursuant to the Companies (Accounts) Rules 2014

(A) CONSERVATION OF ENERGY:

In line with the company's commitment towards conservation of energy all unitscontinue with their endeavour to make more efficient use of energy through improvedoperational and maintenance practices. The measures taken in this direction at the unitsare as under:

• Replaced inefficient motors with energy efficient motors;

• Installed power factor capacitor banks to save energy;

• Heat recovery from CRP hot water to boiler feed;

• Increase in temperature of feed water for saving on coal consumption inboilers;

• Shades were covered by installing Natural ventilation equipment;

• Made use of waste water generated by cooling coil moisture;

• Trimming of impellers to save on power consumption in chilled water pumps;

31/03/2019 31/03/2018
A. POWER & FUEL CONSUMPTION
1. Electricity
a) Purchased
Units (in lakhs) (in kwh) 31.34 36.84
Amount in Rs. (in lakhs) 231.88 249.51
Rate per Unit (in Rs.) 7.40 6.77
B. CONSUMPTION PER UNIT OF PRODUCTION
Fabrics (kwh/meter) 0.33 0.18

(B) TECHNOLOGY ABSORBTION : Regarding Research and development and technologyabsorption is not enclosed due to the fact that there is at present no scope for R&Dand absorbing any new technology in view of type of product which is accepted by thecustomers. However your company shall certainly go for it in future if any newdevelopment in technology takes place.

(C) RESEARCH AND DEVELOPMENT : Regarding Research and development and technologyabsorption is not enclosed due to the fact that there is at present no scope for R&Dand absorbing any new technology in view of type of product which is accepted by thecustomers. However your company shall certainly go for it in future if any newdevelopment in technology takes place.

Research and Development (R & D) 31/03/2019 ` 31/03/2018 `
Expenditure on (R & D) Nil Nil

(D) FOREIGN EXCHANGE EARNINGS AND OUTGO : The Foreign Exchange earned in terms ofactual inflows during the year and the Foreign Exchange outgo during the year in terms ofactual outflows are as under

Particulars 31/03/2019 31/03/2018
` in Lakhs ` in Lakhs
Foreign exchange Earnings
(FOB Value of Exports) —- —-
Foreign Exchange outgo:
Cloth imported (Purchased) 29.56
Stores Imported (CIF Value) 1.24
Foreign travel

 

ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED
SD/-
DATE : 14th AUGUST 2019 VINOD LATH
PLACE : DOMBIVLI MANAGING DIRECTOR & CHAIRMAN
DIN NO: 00064774

ANNEXURE B TO THE DIRECTORS' REPORT

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act2013 and Rule 8(2) of the Companies(Accounts) Rules 2014]

Form for disclosure of particulars of contracts / arrangements entered into by SunilIndustries Limited with the related parties referred to in sub-section (1) of section 188of the Companies Act 2013 including certain arms-length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:
(a) Name(s) of the related party and nature of relationship NIL
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances if any
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's lengthbasis

(a) Name(s) of the related party and nature of relationship Rarefab Textiles Pvt Ltd Eske Tex India Pvt Ltd Vandana Lath Sunil Fabrics Private Limited Beena Roongta Prateek Roongta
(b) Nature of contracts/ arrangements/ transactions Weaving Charges Interest Paid Rent Paid Rent Paid Salary Paid Salary Paid
(c) Duration of the contracts / arrangements/ transactions 12 months 12 months 12 Months 12 Months 12 Months 12 months
(d) Salient terms of the contracts or arrangements or transactions including the value if any Rs. 3749992 per annum Rs. 1692483 per annum Rs. 600000 per annum Rs. 5000 per annum Rs. 840000 per annum Rs. 600000 per annum
(e) Date(s) of approval by the Board if any: 30th May 2018 30th May 2018 30th May 2018 30th May 2018 30th May 2018 30th May 2018
(f) Amount paid as advances if any NIL NIL NIL NIL NIL NIL

 

ON BEHALF OF THE BOARD
FOR SUNIL INDUSTRIES LIMITED
SD/-
DATE : 14th AUGUST 2019 VINOD LATH
PLACE : DOMBIVLI MANAGING DIRECTOR & CHAIRMAN
DIN NO: 00064774