Sunil Healthcare Ltd Directors Report.

TO,

THE MEMBERS OF,

SUNILHEALTHCARE LIMITED.

Your Directors have great pleasure in presenting the 45th Annual Report on the business and operations together with the audited financial statement of your Company for the year ended 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

COMPANYOVERVIEWANDSTATEOFCOMPANYSAFFAIRS

The Directors of the Company are glad to inform you that your company is 2"d largest producer of Empty Hard Gelatin Capsules (EHGC) in India and Pioneerin double lockand triple lock technology for capsules in India. The Company had started production ofHPMC Capsule in August 2018 and in short span of time the sales brought in from HPMC 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 ata 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. This segment the company has reached to installed capacity of 11952 million capsules at the existing facility. Our Presence in Over 30 Countries across the Globe. 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 top 3 manufactures of Empty Hard Gelatin Capsules in world.

The Company has forayed into the Food Business. Sunloc food is a division of Sunil Healthcare Limited. Sunloc foods offer a host of product ranging from food products, procurement of raw and processed Edible Nuts e. g, cashew nuts, almonds, pistachios, walnuts etc. We have earned the reputation of providing excellent quality in all our products and high levels of value for money satisfaction and also strong customers relationship. Sunloc foods is equipped to handle a variety of requirements and delivers straight to customers location anywhere in the world confirming to international quality standards.

Financial Performance:

During the F.Y 2018-19 (standalone) the Company had reported Turnover of Rs. 8198.43 lakhs. Revenue from Operation is Rs. 8124.10 lakhs in 2018-19 against Rs. 9022.48 Lakhs in the F.Y 2017-18. Revenue from operation was decreased by 9.95%, Profit before depreciation, Finance Cost decreased by 23.94%, Profit before Tax decreased by 96.37% and Profit 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 revenue from 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 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 OWNEDSUBSIDIARY AND SUBSIDIARY OF THECOMPANY

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 2nd July, 2016 and a subsidiary namely "Sunil Healthcare Mexico SADE CV"" in the city of San Luis Postosi, Mexico, United Mexican States, which was registered on 11 February, 2017.

DETAILSOF 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 OFTHE 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 theyear 2018-19, no expansion of production capacity was happened.

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, 2019.

SHARECAPITAL

The paid up Equity Share Capital of the Company as on March 31,2019 was Rs. 10,25,47,500. During the year under review the Company has neither issued any shares nor granted any stockoptions.

DIRECTORSAND KEY MANAGERIAL PERSONAL:

CESSATION

During the financial year 2018-19, Mr. Dharman Gnanasekaran, Chief Executive Officer was retired from his office due to superannuation with effect from close of business hours of 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 Singh, Non-Executive Director of the Company, is liable to retire by rotation atthe ensuing Annual General Meeting.

Mr. RameshChanderKhurana, Independent Directorwill retire after expiry of the term of 5 years on September 26,2019.

APPOINTMENT/ RE-APPOINTMENT

During the year 2018-19, Mr. (Dr.) Harish Pal Kumar (DIN 01826010), was appointed by the Board of Directors as an Additional Director (Independent) of the company w.e.f. February 13,2019; and was proposed be regularized as Independent Director for a period of 5 years with effect from February 13, 2019 to February 12, 2024, by the Shareholders in 01/2018-19 Extra Ordinary General Meeting scheduled to be held on June 28,2019.

During the year 2018-19, Mr. (Amb.) Krishna Venkatachalam Rajan (DIN 02777067), was appointed by the Board of Directors as an Additional Director (Non-Executive), liable to retire by rotation with effect from 13.02.2019 and was proposed be regularized through Special Resolution as Non- Executive Director, liable to retire by rotation beyond the age of 75 years by the Shareholders in 01/2018-19 Extra Ordinary General Meeting scheduled to be held on June 28,2019.

Mr. Anil Kumar Khaitan, Chairman and Managing Director (DIN: 00759951), was re-appointed in the 43,d Annual General Meeting the Companyfor period offive 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 2018-19, the Board of Directors met out four times on 25.05.2018, 13.08.2018, 02.11.2018 and 13.02.2019. The details of attendance of each director at the Board Meeting are provided in the Corporate Governance Report, which is part of Annual Report.

MEETINGANDCOMPOSITION 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, which is part oftheAnnual Report.

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

AUDITOR AND AUDITORS REPORT

STATUTORY AUDITOR

During Financial year under review, 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.

During the year Auditors had informed to the Board vide letter dated November 01,2018, the Change of Firm name of the Statutory Auditors from Jitendra K Agarwal & Associates to 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 year 2018-19 forming part of the Annual Report. The AuditorsReport 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 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 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 Companyfor the financial year 2019-20.

COST AUDITOR

PursuanttoSection148ofthe 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 2018-19, the Board has appointed Agarwal S. Lal&Co., Chartered Accountants as Internal Auditors to undertake the InternalAuditof the Company.

Further, the appointment of M/s. Agarwal S. Lal &Co., Chartered Accountants as Internal Auditors for financial year 2019-20 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 2017-18 can be accessed at https://www.sunilhealthcare.com/wp-content/uploads/MGT-7- SHL-2017-18.pdf, The details forming part of the extract of the Annual Return for Financial year 2018-19 inform 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/investor-relations/CorporateGovernance/Policv/Relatedpartvtransaction policy.

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.

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

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 AnnexureF forming part of this report.

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2018-19, 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 accidentfor 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 February 13, 2019 due to appointment of New Directors in the Board. The Risk Management Committee consist of three members viz. Mr. Ramesh Chander Khurana, Chairman, Mr. Sanjay Kaushik, Member and Mr. Harish Pal Kumar, 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 Reportforming part of this Boards Report.

CORPORATE SOCIAL RESPONSIBILITY

The main objective of the Companys CSR policy is to laydown 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/wp- content/uploads/CSRPolicy 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/wp- content/uploads/2015/11/WHISTLE-BLOWER-POLICY- 4 .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 ofSHLs Internal Complaint Committee (ICC): The ICC was reconstituted with effect from 02.11.2018. As on March 31,2019 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

ICCs Report on the complaints as on December 31,2018:

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 Company at link https://www.sunilhealthcare.com/wp-content/uploads/PreventionOf-SEXUAL-HARRASMENT-POLICY02112018.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/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 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/wp-content/uploads/BOARD- EVALUATION-13082018.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 2017-18, which was carried out in Financial year 2018-19 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).

(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 (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 ofFinancial year 2018-19willbecarried oninfinancialyear2019-20.

INDEPENDENT DIRECTORS MEETING

During the year under review, one meeting of the Independent Directors of your Company was held on 13.02.2019 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 Managementand the Board that is necessaryfor the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROLSWITH 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 managementand 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 re-payment.

PARTICULARS OF LOANS, GUARANTEESORINVESTMENTS:

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 of Rs. 6000 in the 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 the Company which have occurred between the end of the financial year of the Company to which the financial statements relate i e 31.03.2019 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 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 200809. The Company has transferred the unpaid or unclaimed dividend forthe financial year 1999-2000 to 2008-09 as perthe 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 ourwebsite atwww.sunilhealthcare.com

SECRETARIALSTANDARD

During the reporting period 2018-19, 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 effectfrom 01.07.2015 and amended from time to time.

CREDIT RATING

The details of credit rating assigned byCARE Ratings Limited, credit rating agencyduring 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. Taking cognizance of the fact, it has withdrawn the Rating during the financialyear2018-19 as compared to lastyear.

During the financial year 2018-19, the company did not issue any securities, deposit, and 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 was paid to the Bombay Stock Exchanges (Listing fees to Calcutta Stock Exchange are being paid as on date of the Report). The Company has paid the annual custody fee for the year 2019-20 toCDSL and payment to NSDL will be made upon receipt of Bill.

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 alongwith 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 fairview 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.

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 2018-19, 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 ofyour 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 DISCUSSIONANDANALYSISREPORT

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. INDUSTRIALRELATION

Relation with the employees remain cordial and your Directors wish to place on record their appreciation of the co-operation 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, the annual report is being sent to the members of the Company. The said information is available at the website of the Company and is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to be Company Secretary and the same will be furnished on request.

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, BusinessAssociates, 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 commitmentand hard work, Companys 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