Your director's have great pleasure in presenting 48th Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2024.
1. FINANCIAL RESULTS:
The Financial Results are briefly indicated below:
Particulars
|
Financial Year 2023-2024 (FY 2024)
|
Financial Year 2022-2023 (FY 2023)
|
Total Income
|
18,020.58
|
22,777.00
|
Total Expenditure
|
17,665.01
|
22,283.00
|
Net Profit/(Loss) Before Tax
|
374.53
|
494.37
|
Provision for Tax
|
150.95
|
150.38
|
Net Profit/(Loss) After Tax
|
223.58
|
343.98
|
Other Comprehensive Income
|
1.58
|
(5.69)
|
Net Profit/(Loss) After Tax and Other Comprehensive Income
|
225.16
|
338.29
|
Profit/(Loss) b/f Previous Year
|
1,985.39
|
1,647.09
|
Balance c/f to Balance Sheet
|
2,210.55
|
1,985.39
|
2. PERFORMANCE OF THE COMPANY:
During the year ended 31st March, 2024, your Company reported total Income of Rs. 18020.58 Lakhs which in comparison to previous year's figures have decreased by approximately 21.12%. The Net Profit after tax and OCI is Rs. 225.16 Lakhs as compared to Rs. 338.29 Lakhs in previous year which is reduced by approximately 33.45%. The overall profit carried forward to the Balance Sheet is Rs. 2210.55 Lakhs.
3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.
4. DIVIDEND:
In order to conserve the reserves for a sustainable future, you're Company does not recommend Dividend for the Financial Year 2023-2024.
5. TRANSFER TO RESERVES:
During the year under review, no amount is proposed to be transferred to General Reserve out of the net profits of the Company for the Financial Year 2023-2024. Hence, the entire amount of profit has been carried forward to the Profit & Loss Account.
6. 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 are no unpaid dividends pending of the Company.
7. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE:
During the year no Significant and Material Orders passed by the regulations or Courts or Tribunals impacting the going concern status and Company's operations in future.
8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there is no change in the nature of the Company's business.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Safety at work is being followed at all times.
10. INTERNAL CONTROL SYSTEM:
The Company's internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Annual Report.
12. CORPORATE GOVERNANCE:
The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C of Schedule V of the SEBI (Listing Obligation and Disclosure
Requirement), Regulation 2015 forms part of the Annual Report. The Certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance 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 this Annual Report.
13. STATUTORY STATEMENT:
A. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexure A to Director's Report.
B. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 AND THE DATE OF THE REPORT:
There have being no material changes and commitments affecting the financial position of the Company occurred during the financial year.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES:
All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, transactions are being reported in Form 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 transactions with the Related Party are provided in the Company's financial statements in accordance with the Accounting Standards as applicable to the Company.
All Related Party Transactions are presented to the Audit Committee and the Board and wherever forecasted omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at www.sunilgroup.com.
15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:
The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Note 4 of the Financial Statement.
The Company has not given any loans falling under Section 185 and 186 of the Companies Act 2013 nor has it provided any corporate bank guarantee.
17. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and it redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the employees of the Company.
18. EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICISING COMPANY SECRETATRY IN THEIR REPORTS:
The Statutory Auditor's Report does not contain any qualifications, reservations or adverse remarks, but Secretarial Audit Report contains qualifications pursuant to Regulations 31 (2) of Listing Obligation, Disclosure Requirements, Regulations 2015 for Dematerialization of Promoters shareholding. The company would like to inform that Promoters being distant relatives of each other are scattered all over and hence it is very difficult to convert each promoter's physical holding into Demat, however the company is in the process for conversion of the same as per Regulations 31 (2) of LODR. The Report of the secretarial auditor in MR-3 is given as an Annexure which forms part of this report.
19. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of (Management and Administration) Rules, 2014 is available at the Website of the Company.www.sunilgroup.com
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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees 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: 16.10
|
Mr. Pradeep Roongta
|
1: 16.10
|
Company Secretary
|
Mr. Saurabh Sahu
|
1:178.85
|
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary
|
% Increase in Remuneration in the Financial Year
|
Mr. RohitGadia
|
NA
|
Mr. Rajesh Tibrewal
|
NA
|
Mrs. ShrutiSaraf
|
NA
|
Mr. Vinod Lath
|
No change
|
Mr. Pradeep Roongta
|
No change
|
Mr. Saurabh Sahu
|
No changes
|
c. The median remuneration for the year 2023-2024 is Rs 22,94,589.
d. The percentage increase/(decrease) in the median remuneration of employees in the financial year: 6.31%
e. The number of permanent employees on the rolls of Company: 30
f. The explanation on the relationship between average increase in remuneration and Company Performance:
On an average, employees received an annual increase of 0.21%.
The overall decrease in aggregate remuneration is due to reduction of employees. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.
g. Comparison of the remuneration of the key managerial personnel against the performance of the Company:
Aggregate remuneration of Key Managerial Personnel (KMP) in FY 31.03.2024 (In Lacs)
|
Revenue
|
Rs. 18,020.58
|
Remuneration of KMPs (as a % of revenue)
|
0.28%
|
Profit before Tax (PBT)
|
Rs. 374.53/-
|
Remuneration of KMP (as a % of PBT)
|
13.39%
|
h. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 0.21%
The increase in the managerial remuneration for the relevant year as compared to previous year is Nil.
i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:
|
Mr. Vinod Lath
(Managing
Director)
|
Mr.
Pradeep
Roongta
(Whole¬
Time
Director & CFO)
|
Mr. Ramesh Khanna
(Whole-Time
Director)
|
Mr. Saurabh Sahu
(Company
Secretary)
|
Remuneratio n in FY 2023-2024 (in Rs)
|
24,00,000
|
24,00,000
|
Nil
|
2,16,000
|
Revenue is Rs. 18020.58 Lakhs
|
|
Remuneratio n as % of Revenue
|
0.13%
|
0.13%
|
Nil
|
0.01%
|
Profit before Tax (PBT): Rs. 374.53 Lakhs
|
|
Remuneratio n as % of Profit before Tax
|
6.41%
|
6.41%
|
Nil
|
0.57%
|
j. The key parameters for any variable component of remuneration availed by the directors:
There are no variable components of remuneration provided to the Directors.
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None
k. 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 meeting held on 30th August, 2021 that the remuneration is as per the remuneration policy of the Company. The policy is available on the company's website: www.sunilgroup.com.
l. The statement containing particulars and remuneration paid to employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since there are no employees drawing remuneration in excess of the prescribed limits and hence not disclosed in the Report.
22. DIRECTORS & KEY MANAGERIAL PERSONNEL:
A. Composition of Board of Directors (including Independent Directors/Non- Executive Directors):
The present composition of the Board is in compliance with the provisions of Section 149 of the Companies Act, 2013. As on date; Ms Bindu Shah, Mrs. Shruti Saraf and Mr. Rajesh Tibrewal are the Independent Directors on the Board.
Mr. Rohit Gadia (DIN: 02175342) ceased to be Independent Director of the Company w.e.f. 31st March, 2024, due to completion of his second term as Independent Director of the Company.
Ms. Bindu Shah was appointed as an additional director and also as an Independent Women Director of the Company w.e.f. 29th June, 2024, and who holds office upto the date of this Annual General Meeting or the last date on which the Annual General Meeting for Financial Year 2023 - 2024 should have been held, whichever is earlier and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and it is proposed to regularise her appointment as an Independent Women Director of the Company to hold office for the period of 5 (five) years w.e.f. 29th June, 2024, at the ensuing Annual General Meeting of the Company.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year
The Board states that during the financial year there has been no new appointment of Independent Directors and its present three Independent Directors fulfil the conditions of integrity, expertise and experience based on the size and operations of your Company. Further the Board hereby states that by virtue of Independent Directors being appointed as for a period of 5 years or more, therefore by virtue of the same the mandatory online proficiency self-assessment test is exempted for the Independent Directors of your Company.
Key Managerial Personnel/ Executive Directors:
Mr. Vinod Lath, Managing Director, Mr. Pradeep Roongta, Whole Time Director, Mr. Saurabh Sahu, Company Secretary are the Key Managerial Personnel of the Company.
Mr. Pradeep Chatruprasad Roongta is liable to retire by rotation in this 48th Annual General Meeting and being eligible he has offered himself for re-appointment as Whole Time Director. The Board recommends his re-appointment for your approval.
B. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirms:
i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
ii. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024, and that of the profit of the Company for the year ended on that date.
iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. That the annual accounts have been prepared on a going concern basis.
v. The Board has 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 have devised proper systems to ensure compliance with the provisions of all 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 29-May-2023, 08-Aug- 2023, 16-Aug-2023, 07-Nov-2023 and 14-Feb-2024.
D. AUDIT COMMITTEE:
The Audit Committee as on date comprises of four members viz. Mr. Rajesh Tibrewal (Independent Director), Ms. Shruti Saraf (Independent Director), Ms.Bindu shah (Independent Directors) and Mr. Pradeep Roongta (CFO and Whole 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 the Corporate Governance Report. The Audit Committee Met 4 (Four) times in the financial year. All the recommendations made by the Audit Committee during the year were accepted by the Board.
Due to retirement of Mr. Rohit Gadia (DIN: 02175342) as an Independent Director of the Company w.e.f. 31st March, 2024, and appointment of Ms. Bindu Shah as an Independent Women Director of the Company w.e.f. 29th June, 2024, the constitution of audit committee was changed and the present audit committee are as follows:
Sl.
No.
|
Name
|
Designation
|
1.
|
Mr. Rajesh Tibrewal
|
Chairman
|
2.
|
Ms. Shruti Saraf
|
Member
|
3.
|
Mr. Pradeep Roongta
|
Member
|
4.
|
Ms. Bindu Shah
|
Member
|
Mr. Saurabh Sahu, Company Secretary is the secretary to the Audit Committee.
E. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee of Directors have approved a policy for selection, appointment and remuneration of Directors which inter-alia requires that composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and Senior Management Employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/ criteria while recommending the candidature for the appointment as Director. The Committee Met 1 (One) times in the financial year.
Due to retirement of Mr. Rohit Gadia (DIN: 02175342) as an Independent Director of the Company w.e.f. 31st March, 2024, and appointment of Ms. Bindu Shah as an Independent Women Director of the Company w.e.f. 29th June, 2024, the constitution of nomination and remuneration committee was changed and the present nomination and remuneration committee are as follows:
Sl.
No.
|
Name
|
Designation
|
1.
|
Mr. Rajesh Tibrewal
|
Chairman
|
2.
|
Ms. Shruti Saraf
|
Member
|
3.
|
Ms. Bindu Shah
|
Member
|
Details of the Nomination, Remuneration and Evaluation Policy are set out are available at website of the Company at www.sunilgroup.com.
F. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013, the Stakeholder's Relationship Committee constituted by the Board of Directors to deal with the matters related to stakeholders' grievances met 1 (One) times during the Financial Year.
The details of status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report.
Due to retirement of Mr. Rohit Gadia (DIN: 02175342) as an Independent Director of the Company w.e.f. 31st March, 2024, and appointment of Ms. Bindu Shah as an Independent Women Director of the Company w.e.f. 29th June, 2024, the constitution of stakeholders' relationship committee was changed and the present stakeholders' relationship committee are as follows:
Sl.
No.
|
Name
|
Designation
|
1.
|
Mr. Rajesh Tibrewal
|
Chairman
|
2.
|
Ms. Shruti Saraf
|
Member
|
3.
|
Ms. Bindu Shah
|
Member
|
G. ANNUAL EVALUATION BY THE BOARD:
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, 2015 the performance evaluation of the Board and its Committees were carried out during the year under review. More details on the same are given in the Annexure to Corporate Governance Report.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of Company and its performance.
iv. Providing perspectives and feedback going beyond information provided by the management.
v. Commitment to shareholder and other stakeholder interests.
vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.
H. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization programme aims to provide Independent Directors with the Textile industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization programme for Independent Directors is posted on Company's website at www.sunilgroup.com along with the Familiarization programme for F.Y 2023-2024 along with the hours spent on the Programme.
I. SECRETARIAL STANDARDS:
Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 as revised by the ICSI, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been 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 its Powers) Rules, 2014, framed “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The Company has also provided direct access to Chairman of Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism Policy is available at the website of the company: www.sunilgroup.com. No instance under the Whistle Blower Policy was reported during the financial year 2023-2024.
24. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
25. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Auditors of the Company have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.
26. AUDITORS AND AUDITORS REPORT:
A. STATUTORY AUDITORS:
M/s.V.K. Beswal & Associates, Chartered Accountants, Mumbai registered with the Institute of Chartered Accountants of India were appointed as Statutory Auditors at the Annual General Meeting held on Saturday, 23rdSeptember, 2023 for the period of five (5) years. i.e., upto the Annual General Meeting to be held in year 2028.
B. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is applicable to your Company.
C. COST AUDITOR:
M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year commencing from 01st April, 2024 and ending 31st March, 2025 at a remuneration of Rs. 1,30,000 (Rupees One Lakh Thirty Thousand only) plus Service Tax & Re-imbursement of out-of-pocket expenses.
D. INTERNAL AUDITORS:
The company had appointed Chetan Jain & Associates, Chartered Accountants, Mumbai, as Internal Auditor of the company for Financial Year 2024-2025.
E. SECRETARIAL AUDITOR:
The Company has appointed M/s HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The report of secretarial Auditor is appended to this report as Annexure C to Director's Report.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Statutory Auditor's Report:
The report of the Statutory Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the statutory auditors, except as mentioned in the point no. (ii)(b) of the Annexure A to the Ind AS Standalone Independent Auditor's Report.
Management's Reply: The explanation to the above is provided in the Note 54 of the Financial Statement.
Secretarial Auditor's Report:
The report of the Secretarial Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the practicing company secretary in their reports, except the following:
(a) Please note that some of the equity shares held by the Promoter and Promoter's group are pending to be dematerialized as required under the provisions of Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Management's Reply: We understand from the promoters and promoter's group that they are in process of completing the same in due course of time.
Internal Auditor's Report:
The report of the Internal Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors in their reports.
28. REPORT ON CORPORATE GOVERNANCE:
The Report on Corporate Governance as stipulated under Regulation 34 (3) and Part C of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015 prepared by HSPN Associates& LLP, Company Secretaries, forms part of the Annual Report and is annexed hereto as Annexure D to Director's Report.
29. POLICIES:
The Company seeks to promote highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at www.sunilgroup.com.
30. OTHER DISCLOSURES:
As per the confirmation given by Registrar and Transfer Agent, the Company has nil shares that remain unclaimed by the shareholders of the Company. All shares held in demat and physical form has been duly claimed by the respective shareholders and hence the company is not required to undergo the procedural requirements of Schedule VI of the SEBI (LODR) Regulations, 2015.
The company does not have any Employees Stock Option Scheme in force and hence particulars 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 D.
31. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and other various other factors.
32. ACKNOWLDEGEMENTS
Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them
On behalf of the Board For Sunil Industries Limited
Sd/-
Vinod Lath
Managing Director & Chairman DIN: 00064774
Date: 26th August, 2024 Place: Dombivli.
|