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SUNIL INDUSTRIES LTD.

21 February 2025 | 12:00

Industry >> Textiles - Processing/Texturising

Select Another Company

ISIN No INE124M01015 BSE Code / NSE Code 521232 / SUNILTX Book Value (Rs.) 107.90 Face Value 10.00
Bookclosure 28/09/2024 52Week High 119 EPS 5.32 P/E 21.79
Market Cap. 48.72 Cr. 52Week Low 45 P/BV / Div Yield (%) 1.07 / 0.00 Market Lot 100.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

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.