Sunil Healthcare Ltd Directors Report.

TO THE MEMBERS OF SUNIL HEALTHCARE LIMITED

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

FINANCIAL RESULTS

( Rs in Lacs)

Particulars

Standalone

Consolidated

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

COMPANY OVERVIEW AND STATE OF COMPANYS AFFAIRS

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

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

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

The Company deals in Business segment of Manufacturing Hard Gelatin Capsule Shells and the choice in nine size available are 00, 0SEL, 0EL, 0,1,2,3, 4, 5. In this segment the company has reached to installed capacity of 13 million capsules at the existing facility. The company enjoys immense credibility in various Global Market. The management of the company Continued focus on achieving cost optimization and yield improvements through Economies of Scale. The company also renewed interest in the business with an aim to become the one of the leading Hard Shell Capsule manufacturer in the world.

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

IMPACT OF COVID-19 PANDEMIC ON OPERATION OF THE COMPANY

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

Challenges of inclement Raw material pricing, coupled with demand side uncertainity is a deterrent on the earnings of the Company, however, the company has taken various steps to curb the cost and make its product more qualitative, affordable and competitive.

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

Financial Performance:

During the F.Y. 2019-20 (standalone) the Company had reported Turnover of Rs 8510.70 lakhs. Revenue from Operation is Rs 7012.93 lakhs in 2018-19 against Rs 8092.50 Lakhs in the F.Y. 2018-19. Revenue from operation was decreased by 13.34%, Profit before depreciation, Finance Cost decreased by 14.05%, Profit before Tax decreased by 2224.25% , Profit after Tax decreased by 2243.19 % and other comprehensive Income (OCI) increased by 1601.58% as compared to financial year 2018-19.

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

The Management of the Company is committed to improve the performance in the coming year to achieve better production, sales and profit by using the optimum product mix and explore new avenue to achieve overall growth of the Company. Further there is no change in the nature of the business 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 was registered on 26th July, 2016 and a subsidiary namely “SunilHealthcare Mexico SA DE CV"" in the city of San Luis Postosi, Mexico, United 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 2013, a statement containing salient features of financial statement of subsidiaries in FORM AOC-1 is attached herewith and marked Annexure A. In accordance with section 136 of Companies Act 2013, the separate financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the registered office of the Company during working hours for period of 21 days before the date of Annual General Meeting. Your Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

EXPANSION OF THE PROJECT

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

TRANSFER TO RESERVE

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

DIVIDEND

With a view to finance expansion from internal accrual for the growth of the Company, the directors of the Company do not recommended any dividend for the year ended March 31,2020.

SHARE CAPITAL

During the year under review the Company has increased its authorised capital from Rs 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,08,00,000 (One Crore Eight lakhs) equity shares of Rs 10/- (Rupees Ten) each and 20,000 (Twenty thousand only) Redeemable Non- Cumulative and non-participatory Preference shares of Rs 100/- (Rupees Hundred) each to Rs 17,00,00,000/- divided into 1,08,00,000 (One Crore Eight Lakhs) equity shares of Rs 10/- (Rupees Ten) each and 620000 (Six lakhs and twenty thousands) Redeemable Non-cumulative and Non-participatory preference Shares of Rs 100/- (Rupees Hundred) each. Commensurately, clause no. V of the Memorandum of Association of the Company was amended with the approval of the shareholders in Extraordinary General Meeting(EGM) held on 28.06.2019.

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

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

The paid up Share Capital of the Company as on March 31, 2020 was Rs 16,07,97,500 divided into Rs 10, 25, 47,500 Equity share capital and Rs 5,82,50,000 of 0.01% Redeemable Non-cumulative and Non-participatory preference Shares (RPS).

DIRECTORS AND KEY MANAGERIAL PERSONAL:

CESSATION

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

Mr. Ramesh Chander Khurana, Independent Director retired after expiry of the term of 5 years, and ceased his office as Independent Director w.e.f. September 26, 2019 due to retirement.

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

APPOINTMENT/ RE-APPOINTMENT

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

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

Mr. Anil Kumar Khaitan, Chairman and Managing Director (DIN: 00759951), was re-appointed in the 43rd Annual General Meeting the Company for period of five years with effect from April 01,2017 to March 31,2022.

DECLARATION BY INDEPENDENT DIRECTORS

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

NUMBER OF MEETING OF BOARD OF DIRECTORS

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

MEETING AND COMPOSITION OF COMMITTEES OF THE BOARD

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

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

AUDITOR AND AUDITORS REPORT STATUTORY AUDITOR

During Financial year under review, M/s. JKVS & Company (formerly known as M/s. Jitendra Kr. Agarwal & Associates), Chartered Accountants (registration No. 318086E), was appointed as Statutory Auditor of the company by the shareholders for a period of five years starting from conclusion of 43rd Annual General Meeting, which was held on September 26, 2017 till the 48th AGM to be held in the year 2022.

The Auditors Report on standalone and consolidated financial statements for the year 2019-20 forming part of the Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter. Notes to the 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 has appointed M/s ATCS & Associates, Company Secretaries, Jaipur as Secretarial Auditors of the Company for financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith and marked as Annexure B to this Report. The management Comments on observation made by the Secretarial Auditors is attached at last page of the Annexure B. The Board has appointed M/s ATCS & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2020-21.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the maintenance of cost audit records is not applicable on the 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 2019-20, the Board has appointed Agarwal S. Lal & Co., Chartered Accountants as Internal Auditors to undertake the Internal Audit of the Company.

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

ANNUAL RETURN

The Annual Return for Financial year 2018-19 can be accessed at https://www.sunilhealthcare.com/uploads/ investorrelationpdf/8291Annual%20Return MGT 7 2018-19.pdf. The details forming part of the extract of the Annual Return for Financial year 2019-20 in form MGT-9 is annexed herewith and marked as Annexure C.

FRAUD REPORTING

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

PARTICULARS OF RELATED PARTY TRANSACTIONS

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

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

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors. KMPs and employees 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 as Amendment from time to time appended as Annexure E to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of Energy. Technology absorption. Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act. 2013 read with Companies (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 2019-20. the assets of the Company were adequately insured against the loss of fire and earthquake. In addition to this coverage. a statutory public liability insurance policy has been taken to cover by Company for providing against the public liability arising out of industrial accident for employees working in plant. The provision of Risk Management under Regulation 21 (5) of the SEBI (Listing Obligation & Disclosure Requirement). Regulation. 2015. is not applicable on the Company but the Company has constituted a Risk Management Committee. The Risk Management Committee was reconstituted on with effect from October 15. 2019 due to retirement of Mr. Ramesh Chander Khurana as an Independent Director w.e.f. September 26. 2019. The Risk Management Committee consist four members as on March 31. 2020 viz. Mr. Rakesh Mohan. Chairman. Mr. Sanjay Kaushik. Member. Mr. Harish Pal Kumar. Member and Mr. B.P. Srinivasan. as Member. The Company has in place Risk Management System which takes care of risk identification. assessment and mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming part of this Boards Report.

CORPORATE SOCIAL RESPONSIBILITY

The main objective of the Companys CSR policy is to lay down guidelines for the Company to make CSR a business process for sustainable development of the society at large. It aims to enhance and implement the society welfare measures by the Company in a well structural manner on short and long term basis with a vision of making Sunil Healthcare Limited to act as Good Corporate Citizen. CSR is an evolving concept at Sunil Healthcare Limited, its been there since incorporation, we have promised to ourselves to take up the responsibility of ensuring a healthy ecosystem. SHLs CSR program is anchored on the continuing commitment to improve the quality of living conditions and opportunities for the differently able without regard to their faith, origin or gender. The composition and terms of reference of the CSR Committee are given in the Corporate Governance Report. The details of CSR Policy of the Company also available on the website of the Company at web link https://www.sunilhealthcare.com/uploads/filemanager/3496CSRPolicy 13082018.pdf. The Annual Report on CSR Activities is appended as Annexure G to this Boards Report.

CORPORATE GOVERNANCE

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

WHISTLE BLOWER POLICY/ VISIL MECHANISM

During the year there was no case filed under this policy. The details of this Policy are stated in the Corporate Governance Report and also available on the website 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 Sexual harassment of employees in the Company in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Composition of SHLs Internal Complaint Committee (ICC): The ICC was reconstituted with effect from 02.11.2018. As on March 31,2020 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

ICCs Report on the complaints as on December 31,2019:

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 sexual harassment: 2 (25.05.2019 in Delhi office and

09.05.2019 at Alwar plant)

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

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

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the Company formulated a criterias for determining qualifications, positive attributes and independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013 and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees. The brief of Nomination & Remuneration Policy 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 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 (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration and other committees as per the Board Evaluation policy, which is available at website of the company at web link https://www.sunilhealthcare.com/ uploads/filemanager/5816q-8.pdf. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors

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

(i) All Non-Independent Directors

Mr. Anil Kumar Khaitan: 3 (Meets Expectation), Mr. B.P Srinivasan: 3 (Meets Expectation), Mrs. Lata Singh: 3 (Meets Expectation) and Mr. K.V. Rajan 3(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 Mr. Harish Pal Kumar, 4 (Exceeds expectations) )-Part A& B.

(iii) The Chairman and Managing Director.

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

(iv) The Board as whole.

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

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

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

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

INDEPENDENT DIRECTORS MEETING

During the year under review, one meeting of the Independent Directors of your Company was held on 27.01.2020 without the presence of any member of Management. The Meeting are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors 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 the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary 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 procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorisation 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 a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and 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 of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) 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 the provisions of section 186 of the Companies Act, 2013. Further the Company had invested in its subsidiaries viz. Sunil Healthcare Mexico SA.De. CV. 2,999 Equity Shares (2,999 shares of MXP1) Sunil Healthcare North America LLC 2,000 Equity Shares of US$10/- each and Investment in Mutual Fund was Rs 10,82,000/- . Total value of Unquoted Investment as on March 31,2020 in INR was INR 23.89 lakhs.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There are no change and commitments which affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate i e 31.03.2020 and the date of report 30.06.2020.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013 read with the IEPF Authority (Accounting, audit, Transfer and Refund), Rule, 2016 ("The Rules”) are required to be transferred by the Company to Investor Education & Protection fund (The IEPF) established by the Central Government after the completion of seven years Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. However, the company did not declare dividend after 2008-09. The Company has transferred the unpaid or unclaimed dividend for the financial year 1999-2000 to 2008-09 as per the relevant provision of the Companies Act 2013. Thereafter, The Company did not declare any dividends. Further, those shareholders, whose dividends were transferred in IEPF Account may still claim refund by filing refund application in form IEPF-5, after filing form printout of the same to be submitted alongwith indemnity bond, acknowledgment, self-attested form and other necessary documents as mentioned in detailed procedures for claiming refund at IEPF portal http://www.iepf.gov.in/IEPFA/refund.html, for verification purpose to the Mr. Santosh Kumar Sharma, Company Secretary, The Nodal Officer, Vijay Tower, 38E/252-A, Shahpur Jat, Panchsheel Park Commercial Complex, New Delhi-110049, contact no. 011-49435555. The details of unpaid dividend are provided on our website at www.sunilhealthcare.com

SECRETARIAL STANDARD

During the reporting period 2019-20, your Company has complied with the Secretarial Standard 1 and 2 issued by the Institute of Companies Secretaries of India, which 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, credit rating agency during the financial year 2019-20 are as under:

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

Note:

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

LISTING AND 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 and Custodian fees for the financial year 2020-21 were paid (Listing fees to Calcutta Stock Exchange and custodian fees to CDSL are being paid as on date of the Report)

DIRECTORS RESPONSIBILITY STATEMENT:

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

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures.

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

Change in accounting policies

From the current year, the Company has decided to adopt revaluation model for its leasehold land (right of use asset) and revalue its lease hold land at interval of every 4 years to reflect current market value. This change in accounting policy has no material impact on earlier years financial performance and financial position. For detail kindly refer notes to account."

III. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively.

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

STATUTORY DISCLOSURES:

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

1. Deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 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 of your company under any scheme.

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in 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 of Companies Act -2013 a Management Discussion and Analysis Report is appended to this report.

INDUSTRIAL RELATION

Relation with the employees remain cordial and your Directors wish to place on record their appreciation of the cooperation and contribution made by the employees 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. 20/2020 dated May 05, 2020 read together with circular no. 14/2020 dated April 08, 2020, circular no. 17/2020 dated April 13, 2020 and circular no. 22/2020 dated June 15, 2020 and Circular dated May 12, 2020 issued by the Securities Exchange Board of India, the Annual Report for financial year 2019-20 and other communications is being sent only to those members, whose email id are registered with the Company/ RTA/Depositories till July 24, 2020 (cutoff date) for sending notice of AGM through electronic mode only. The Member may note that no printed Annual Report for financial year 2019-20 would be issued.

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

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

CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENTS:

Your Board place on record their appreciation for the overwhelming co-operation and assistance received from the Companys esteemed Shareholders, valued Customers, Suppliers, Business Associates, Bankers, Vendors, various Financial Institutions, the State and Central Government Bodies, Auditors and Legal Advisors for their valuable contribution and continued 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 dedicated service and firm commitment to the goals of the Company, without their commitment and hard work, Companys consistent growth was not possible.

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