sunil industries ltd Management discussions

DATE:16^TH AUGUST, 2023 PLACE: DOMBIVLI.

Secretarial Audit Report Form No. MR-3

FOR FINANCIAL YEAR ENDED ON 31^st MARCH, 2023.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Sunil Industries Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SUNIL INDUSTRIES LIMITED (hereinafter called "The Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31^st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers and minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31^st March 2023, to the extent applicable provisions of:

i. The Companies Act, 2013 ("The Act") and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act") to the extent applicable to the Company: -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

e. The Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited.

vi. The Management has identified and confirmed the applicable Acts, laws and Regulations specifically applicable to the Company being in Textile Sector as given in Annexure - 2.

We have also examined compliances with the applicable clauses of the following:

a. Secretarial Standards 1 and 2 issued and revised by The Institute of Company Secretaries of India with effect from October 1st, 2017.

b. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the period under review the company has complied with the provisions of the Act, Rules, Regulations, and Guidelines, mentioned above subject to the following observation.

1. The Company has not Dematerialized 100 % of Shareholding of Promoter and Promoter Group as per Regulation 31 (2) of Listing Obligation and Disclosure requirements, Regulations 2015. 42,300 [Forty-Two Thousand Three Hundred only] Equity shares constituting to 1.71% of the entire promoter holding are yet to be Dematerialised.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The following changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

a. Re-appointment of Rajesh Sitaram Tibrewal as an Independent Director on 22th August, 2022.

b. Resignation of Mr. Ramesh Chamanlal Khann (DIN: 00130351) as an Executive Director (Whole Time Director) of the Company on 28^th February, 2023.

c. Mr Pradeep Chatruprasad Roongta(DIN:00130283 ) is Re-appointed as Whole-time Director in Annual General Meeting held on 29^th September 2022 who was liable to rotation.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

The Annual General Meeting of the Company was held on 29 ^th September 2022 to transact following business:

a. Approval of Audited Financial Statements for the year ended 31st March 2022.

b. Approval for Re-Appointment of Mr. Pradeep ChatruprasadRoongta, Whole Time Director (Holding Din 00130283) who is Retiring by Rotation and Being Eligible Offers Himself for Re-Appointment.

c. To Re-Appoint M/S P R Agarwal &Awasthi, Chartered Accountants (FRN 117940w) as Statutory Auditors of the Company and to fix their Remuneration.

d. Ratification of remuneration payable to cost auditor for financial year 20222023;

e. Re-appointment of Rajesh SitaramTibrewal as an Independent Director.

Place: Mumbai	For HSPN Associates & LLP
Date: 16th August 2023	Company Secretaries
ICSI UDIN: A005941000810140
	Sd-
	Prakash D Naringrekar
	Designated Partner
	ACS No.: 5941
	COP No.: 18955

This report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report Annexure II

Annexure- 1

To,

The Members,

Sunil Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness appropriateness of financial records and Books of Accounts of the Company.

4. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

5. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai.

Date: 16th August 2023 ICSI UDIN: A005941000810140

For HSPN Associates & LLP Company Secretaries

Sd/-

Prakash D Naringrekar Designated Partner ACS No.: 5941 COP No.: 18955

Annexure- 2

Sector Specific Laws as applicable and identified by the Company being in Textile Industry:

1. The Air (Prevention and Control of Pollution) Act, 1981 and the Rules made thereunder

2. The Water (Prevention and Control of Pollution) Cess Act and Rules.

3. Environment Protection Act, 1986 read with Environment (Protection) Rules, 1986

4. Pollution Prevention and Control Act 1999.

Place: Mumbai

Date: 16^th August 2023

ICSI UDIN: A005941000810140

For HSPN Associates & LLP Company Secretaries

Sd/-

Prakash D Naringrekar Designated Partner ACS No.: 5941 CP No.: 18955