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Directors Report of Sunil Healthcare Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the 41st Annual Report on the business and operations together with the audited statement of accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs in Lacs)

Particulars 2014-15 2013-14

Gross Revenue from operation 7634.82 6459.21

Less;-Excise Duty 371.21 293.24

Net Revenue from Operation 7263.61 6165.98

Other Income 82.67 52.49

Total Revenue 7346.28 6218.46

Total Expenditure (Excluding Depreciations & Interest) 6098.43 5049.45

Profit before depreciation and Finance Cost 1247.85 1169.01

Finance Cost 232.23 247.67

Depreciation 400.14 409.36

Profit before tax 615.48 511.98

Less: - Tax Expenses Net 217.47 183.96

Profit after Tax 398.01 328.02

Earning Per Shares 3.88 3.20

OPERATIONS AND STATE OF COMPANY AFFAIRS:

During the F.Y. 2014-15 the performance of Company has improved in all aspect. Gross Revenue from Operation is Rs. 7634.82 Lakhs in 2014-15 against Rs. 6459.21 Lakhs in the F.Y. 2013-14. Net Revenue increased by 17.8%, EBITDA increased by 6.74%), Profit before Tax increased by 20.22% and Profit after Tax increased by 21.34%. The revenue from food business is Rs. 1077.22 Lakh in 2014-15 against Rs. 277.54 Lakh in the FY 2013-14 and recorded growth of 288.13% in Food Business. The Management of the Company is committed to further 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.

EXPANSION OF THE PROJECT

Director of the Company are pleased to inform to the stakeholders of the Company that Company has decided to increase the production capacity from 7.7 billion capsule p.a. to 10 billion capsule p.a. within the existing infrastructure of land and other utilities thereby, achieving economies of scale. With the expansion coming downstream soon, we expect the benefits of the increased capacity to kick in from the 3rd quarter 2016. The expansion strategy of the Company. has been planned keeping in mind its healthy order books from the Domestic and Export Customers. However, the root point is also the growth of the Pharmaceutical Industry at 20% CAGR.

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.

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 31.03.2015 PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Further the company had invested of Rs. 6000 in the government Securities I e National Saving Certificate since long time.

APPOINTMENT OF WOMEN DIRECTOR

Dr. Lata Singh (DIN: 06947846)

During the year your company has appointed Dr. Lata Singh as Directors of the Company on dated 13th August, 2015 in compliance of section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement. Dr. Singh is a member of National Resource Group, Mahila Samakhya Ministry of Education, and Government of India. She holds qualification as PHD from ITT, Delhi and B.A. (Hons.), M.A. (Mathematics). Further Dr. Singh is a retired IAS Officer and has held Government office in Finance, Industries Petroleum & Chemicals, Medical & Health, and Science & Technology Department of Uttar Pradesh and Central government.

APPOINTMENT OF INDEPENDENT DIRECTOR

During the year your company has appointed five Independent Directors in the Company in compliance of section 149 of the Companies Act 2013 and Clause 49 of the Listing Agreement with Stock exchange are as under:-

MR. S. N. BALASUBRAMANIAN: - (DIN: 01494383)

Mr. S. N. Balasubramanian is a Professional Cost and Works Accountant. He is a graduate from Madras University and a fellow member of The Institute of Cost & Works Accountants of India. He has been visiting faculty at Institute of Management Technology and has held at various consultancy empanelments' such as:

> Grade A Consultant in the Asian Development Bank, Manila

> Included in the Roster by the common wealth secretariat, London for assignment in Common Wealth Countries

> Consultant in the African Development Bank

> Power Economist & Financial Evaluator to M/s. Water & Power Consultant (India) Limited, New Delhi

> Global Procurements Consultants, Mumbai

With expertise in the areas of steel, power, textile, chemical, coal, cement etc. industries he has served various companies such as Swadeshi Polytex Limited, Swadeshi Cement Limited, Southern Structural Limited, Jindal Saw Limited, Radico Khaitan Limited and Indo Rama Synthetics Limited. He had also been providing consultancy in Indonesia, Korea, Japan and Zimbabwe related to various works.

MR. JOGINDER SINGH (DIN: 00836395)

Mr. Joginder Singh is IPS (Retd.) Former Director, CBI , India and his experience includes the Superintendent of Police, Bihar, DIG and IG Police, Karnataka, Director of Youth Services, Karnataka, Special Home Secretary to the Government of Karnataka, Director, Ministry of Commerce, Director General, Narcotics Control Bureau, Director General, Indo-Tibetan Border Police Force, Special Secretary in the Union Home Ministry and many others.

He has led a number of Indian delegations to UK, USA, Germany, France, Japan, South Korea, Singapore, Indonesia, Australia, New Zealand, Iran, UAE, Hong Kong, Switzerland and a number of other countries. He is also an Honorary Visiting Professor in the Indian Institute of Finance, New Delhi. Apart from the above, he also an author and a writer and his publications includes "Ways of Success and Happiness", "50 days to Top", "Some untold tales Inside CBI", "Yes You Can", "Winning Ways", "Indian Monocracy", "Born to Win", "Be the Best" and many others. Mr. Joginder Singh keeps on contributing articles, features and columns on the subjects of terrorism, corruption, good governance to national dailies and has handled terrorism DIG CRP in Punjab and Kashmir, as the head of CBI. He has been conferred the award of Panth Rattan, Delhi Rattan and Punjabi DI Shan. He has also been conferred the Millennium Sikh Gold Award and Shaheed Bhagat Singh Sadbhavana Award and numerous others.

MR. SANJAY KUMAR KAUSHIK (DIN: 00329013)

Mr. Sanjay Kaushik is graduate from Rajasthan University. He has been working with Kaneeka Trimurti Minerals Pvt. Ltd and Kaushik Chemicals and has a vast experience of more than 25 years in the field of antifungus lotions.

MR. RAMESH CHANDER KHURANA (DIN: 00017354)

Mr. Ramesh Chander Khurana has a vast experience of about 44 years in Banking Sector. He is a Law Graduate from Delhi University and obtained CAIIB certification from Indian Institute of Bankers, Mumbai. He has vast experience in Credit Appraisal and Credit Monitoring area and has actively participated in formalizing Operational Matters, Control and Supervision Mechanism and Risk Management in various Banks and Financial Institutions. He headed North Region of Bank of India's National Banking Group and provided his various value added services by serving at different divisions of the Banks.

DR. RANJEET BANNERJI (DIN: 07010089)

Dr. Ranjeet Bannerji was the Chief Secretary in the GoG at the time of retirement in January 2014 and his experienced included CEO GSDMA and i/c ACS (FIN) GoG, Director (PDR) IMF, Senior Advisor in International Monetary Fund, Joint Secretary (Fund- Bank, ADB, FII &Infra)-Department of Economic Affairs, Government of India, India's IMFC Deputy to the Finance Minister, India's G-20 Deputy, India's Deputy to the Development Council (DC), India's Representative at IDA-13, Joint Secretary (Plan Finance-1) in the Department of Expenditure, Government of India.2000 to 2002 looking after State Finance Reforms, VAT, power sector restructuring and reforms, Managing Director Gujarat Industrial Investment Company (GIIC)Ltd, Chairman Gujarat Venture Finance Ltd, MD Gujarat State Financial Corporation, Secretary ( Economic Affairs) Deptt of Finance, Government of Gujarat, Specific Experience in the Infrastructure and Power Sector. Apart from the above, he also served as director of the various companies like, Kleinworth Perkins (personal capacity), Gujarat State Petrochemicals Ltd, Gujarat Heavy Chemicals ltd, Gujarat Ambuja Cements, Gujarat Flurocarbons Ltd, International Development Agency (IDA), IMF, Alternative, World Bank, ADB, IFAD, Bureau of International Settlements, Basle, Berkshire Hathaway, Gujarat Alkalis and Chemicals corporation, Gujarat States Fertilizer Company, GNFC, Gujarat Gas Pvt Ltd. He hold qualification as under:-

1. PHD, Nuffield, Oxford University

2. MSc from London School of Economics-

3. Post-Graduation in Economics from Delhi University

DECLARATION BY INDEPENDENT DIRECTORS

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 clause 49 of Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONAL:

The changes in the constitution of Board / KMPs during the year and present directors as on 31.03.2015 are as follows:

S. Name Designation/ Change in No. Designation

1 Mr. Anil Khaitan Chairman cum Managing Director

2 Mr. Ramesh Chander Khurana Director/ Independent Director

3. Mr. Sanjay Kumar Kaushik Director/ Independent Director

4. Mr. Joginder Singh (Retd. IPS) Director/ Independent Director

5. Mr. S. N. Balasubramanian Director/ Independent Director

6 Mr. Rajat Kumar Niyogi (Retd. IPS) Director

7. Mr. B. P Srinivasan Director

8. Dr. Lata Singh (Retd. IAS) Director

9. Dr. Ranjit Bannerji Director/ Independent Director

10. Mr. Dharman Gnanasekaran Chief Executive Officer

11. Mr. Pawan Rathi Chief Financial Officer

12. Mr. Virendra Kumar Garg AGM Legal cum Company Secretary

S. Name Date of appointment/ Date of No. Date of Change in cessation Designation of & Mode Cessation

1 Mr. Anil Khaitan 31/10/1984 N.A.

2 Mr. Ramesh Chander Khurana 09/02/2013 -27/09/2014 N.A.

3. Mr. Sanjay Kumar Kaushik 03/06/2003- 27/09/2014 N.A.

4. Mr. Joginder Singh (Retd. IPS) 29/01/2000 - 27/09/2014 N.A.

5. Mr. S. N. Balasubramanian 29/09/2006 - 27/09/2014 N.A.

6 Mr. Rajat Kumar Niyogi 26/10/2007 N.A. (Retd. IPS)

7. Mr. B. P Srinivasan 31/01/2009 N.A.

8. Dr. Lata Singh (Retd. IAS) 13/08/2014 N.A.

9. Dr. Ranjit Bannerji 10/11/2014 - 11/02/2015 N.A.

10. Mr. Dharman Gnanasekaran 06/06/2014 N.A.

11. Mr. Pawan Rathi 24/05/2014 N.A.

12. Mr. Virendra Kumar Garg 14/09/2007 N.A.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Dr. Lata Singh retire by rotation at the ensuing General Meeting, being eligible, offer herself for re appointment. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held four meetings of the Board of Directors as per Section 173 of Companies Act, 2013 .The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings. The dates of the meetings are 24.05.2014, 13.08.2014, 10.11.2014 and 11.02.2015. The details are mentioned in the Corporate Governance Report.

COMPOSITION OF SUB COMMITTEE OF THE BOARD

DETAILS OF THE COMMITTEE OF THE COMPANY

Name of the Committee and Members of Committee

A Audit Committee Nature of Directorship

1 Mr. R C Khurana , Chairman of Independent Director the Committee

2 Mr. S N Balasubramanian Independent Director

3 Mr. Sanjay Kumar Kaushik Independent Director

C Stakeholder Relationship Committee

1 Mr. Sanjay Kumar Kaushik Independent Director

2 Mr. S N Balasubramanian : Independent Director

E Corporate Social Responsibility Committee

1 Mr. Joginder Singh , Chairman Independent Director of the Committee

2 Mr. R C Khurana Independent Director

3 Mr. S N Balasubramanian Independent Director

B Nomination & Remuneration Nature of Committee Directorship

1 Mr. Joginder Singh , Chairman Independent Director of the Committee

2 Mr. Sanjay Kumar Kaushik Independent Director

3 Mr. S N Balasubramanian Independent Director

D Risk and Management Committee

1 Mr. R K Niyogi , Chairman of Non-Executive the Committee Director

2 Mr. R C Khurana Independent Director 3 Dr. Ranjeet Bannerji Independent Director

4 Mr. S N Balasubramanian Independent Director

F Independent Directors Committee

1 Mr. Joginder Singh , Chairman Independent Director of the Committee

2 Mr. R C Khurana Independent Director

3 Mr. S N Balasubramanian Independent Director

4 Dr. Ranjeet Bannerji Independent Director

5 Mr. Sanjay Kumar Kaushik Independent Director

The details of the above sub Committees are mentioned in the Corporate Governance Report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint venture or Associate Company.

AUDITOR AND AUDITOR'S REPORT STATUTORY AUDITOR

M/s Singhi & Co, Chartered Accountants, (registration no 302049E) New Delhi, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27.09.2014 to hold office until the conclusion of the Forty Third AGM of the Company to be held in the year 2017 subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. The Company has received a certificate from the auditors to the effect that their re-appointment if made would be in accordance with the provisions of section 141 of the Companies Act, 2013. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments COST AUDITOR

During the year the M/s J Sandhya Murthy (Membership No 24235) Cost Auditor of the company has submitted their report for the financial year 2013-14 and the same was filed with the Ministry of Corporate Affairs (MCA) on dated 9th October 2014. 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 JAKS & Associates, a firm of company Secretaries in practice, Jaipur to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is herewith marked as Annexure A to this Report. The Board has Re- appointed M/s JAKS & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-16. The Secretarial Audit Report contains some qualification, reservation or adverse remarks as mentioned below:

"The report on Annual general meeting was not properly signed and the company has not filed some forms within the prescribed period." Reply of the above para is as under:

The same has been occurred due to inadvertence and the company will be taking care of the same in future.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B" to this report.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2015 was 10,25,47,500. During the year under the Company has not issued any shares with differential voting rights or granted stock options or sweat equity shares.

TRANSFER TO RESERVE

No amount has been transferred to General Reserves during the year.

HUMAN RESOURCES

The well-disciplined workforce which has served the company for 41 years lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employee have enabled the Company to remain at the forefront of the industry. In today's comparative world where creativity and innovation are increasingly becoming important, development of Human Resource is the call of the day. The Company is taking various steps to develop the skills and enhance the knowledge of the human resource which include the following:

a) Comprehensive and user friendly Performance Management System has been implemented to create a result oriented culture.

b) Development needs have been identified through Performance Management System. These needs are being fulfilled through various training programmes and lectures by internal as well as external faculty.

c) Regular Training programmes are conducted comprising behavioral and technical programme.

FRAUD REPORTING

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

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has proper and adequate systems of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective systems in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws. This is continually reviewed for effectiveness and is augmented by written policies and guidelines, the careful selection of qualified personal and a strong internal audit programme. Adherence to the internal controls and their adequacy is ensured through frequent management/internal audits. A qualified and independent Audit Committee of the Board of Directors also reviews the internal auditors' reports and the adequacy of internal controls at quarterly intervals The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

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 31.03.2015 and the date of report 12th August 2015.

CORPORATE SOCIAL RESPONSIBILITY

The director of the company are glad to inform you that the although the provision of section 135 of Companies Act-2013 is not applicable on the company but the company has decided to be pro-active in its CSR Activities and has formulated Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR policy of the Company for the next five Years shall be "To concentrate on Sanitation in the Alwar Dist., Rajasthan." The CSR project shall be known as "Humara Swacch Sauchalaya." During the year, the Company has spent Rs 11.63 Lakh (around 5.24% of the average net profits of last three financial years) on CSR activities ie on sanitation by making the toilet at various schools and villages of the Alwar District. The CSR policy of the Company is available on website of the company ie www.sunilhealthcare.com

RISK MANAGEMENT

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct"' which aims to improvise the governance practices across the Company's activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

The purpose of the Board of Director's Risk Management Committee of Sunil Healthcare Limited is to approve and periodically review the primary risk-management policies of the company's global operations risk management framework and assist to the Board in fulfilling its Corporate Governance oversight responsibilities with regard to the identifications, evaluations and mitigations of operational, strategic Financial, Compliance and external environment risk. The Committee has overall responsibility for monitoring and approving the risk policies and associates practices of the Company. The risk Management Committee is also responsible for reviewing and approving risk disclosure statement in any public documents or disclosures. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. This policy is in compliance with the amended Clause 49 of the Listing Agreement which requires the Company to lay down procedure for risk assessment and procedure for risk minimization.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. The details of the risk Management are available on the website of the company ie www.sunilhealthcare.com

INDEPENDENT DIRECTOR'S COMMITTEE

The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are discuss matters pertaining to the Company's affairs and put forth their views to the chairman of the Independent Director Committee Meeting. Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Independent Directors met on March 25, 2015 to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The directors possess experience at policy making and operational level, and also possess the highest personal and professional ethics integrity and ethics that able to balance the legitimate interests and concerns of all stakeholders of the company. The directors have taken proper and sufficient care for all the stakeholders, particularly the minority stakeholders for safeguarding the interest of them and provide the mechanism for preventing and detecting fraud and other irregularities and the company has enjoyed healthy and cordial relations with the stakeholders throughout the year under review. Further that as per the Clause 49 of the Listed Agreement, all directors and senior management of the Company have affirmed compliance with the Code of Conduct of company and is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company's business and reputation.

WHISTLE BLOWER POLICY/ VISIL MECHANISM

The directors of the Company in their meeting held on 13.08.2014 has implemented the Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (defined in the policy) such as breach of SHL Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/ misappropriation of companies funds/assets, etc. . He further informed that 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 i e www.sunilhealthcare.com.

RELATED PARTY TRANSACTIONS POLICY

The directors of the Company has implemented as Related Party Transaction Policy as per requirement of Section 188 of the Companies Act-2013 read with relevant Rules as well as the Clause 49 of the Listing Agreement entered by the Company with the Stock Exchanges and intended to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and any of its Related Parties in compliance with the applicable laws and regulations as may be amended from time to time. The policy also seeks to ensure that related party transactions are appropriately reported to the regulatory authorities and are also in compliance with other regulatory requirements like the Income Tax Act, 1961, the Accounting Standards, etc. The Audit Committee of Board ('Audit Committee"), shall review, approve and where permitted ratify Related Party Transactions based on this Policy in terms of the requirements under the above regulatory provisions as applicable. The details of this Policy are stated in the Corporate Governance Report and also available on the website of the company www. sunilhealthcare.com.The details of Related Party Transaction are in AOC -2 as annexed as Annexure C to this report.

SEXUAL HARASSMENT OF THE EMPLOYEE POLICY:

The Sunil Healthcare Limited is an equal employment opportunity company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. Sexual harassment violates an individual's fundamental rights and personal dignity, is unlawful, and will not be tolerated by the Company. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. None of the complaint has been received by the company during the year. The details of this Policy are stated in the Corporate Governance Report and also available on the website of the Company (www.sunilhealthcare.com).

NOMINATION & REMUNERATION POLICY

The Nomination & Remuneration Committee of the company formulated a criteria's 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 Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of members of Board and Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report and also available on the website of the company ie www.sunilhealthcare.com.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement , 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, Nomination & Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's 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 who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the outcome of the evaluation process.

CODE OF CONDUCT:

The board of directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct". The Code has been posted on the Company's website www.sunilhealthcare.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management and all employee have confirmed compliance with the Code and signed the said Code of Conduct. All Management Staffs were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING:

In terms of the provisions of SEBI (Prohibition of Insider Trading) Regulation 2015, effective from 15.05.2015, the Board of Directors of the Company has adopted the Code of Practices and Procedure and Code of Conduct for fair disclosure of unpublished price sensitive information. The object of this code is to protect the interest of the shareholders at large, to prevent misuse of any price sensitive information and to prevent ant insider trading activity by dealing in shares of the company by the Directors, designated employees and other employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated and other employees have confirmed compliance with the Code. This code is strictly adhere to. The Insider Code is available on the companies' website www.sunilhealthcare.com.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

The Directors of the Company are pleased to informe you that in the meeting held on 28th May, 2015, the members of the board has decided to change its existing Registrar & Share Transfer Agent (R&ST) ie M/s MCS Limited which is associated with the Company since 2003. He further informed that M/s Alinkit Assignment was appointed as RTA of the company for providing the all services related to RTA activities with the consent of them. Alankit Assignment Limited who have a valid certificate of registration code no INR000002532 to work as Registrar to an issue and share transfer agent in category subject to the conditions in the rules and in accordance with the regulations to carry out the activities as specified therein issued by Securities and Exchange Board of India under (Registrar to an issue and Share Transfer Agent) Regulation 1993.

In this regards Company had moved an application to National Securities Depository Limited (NSDL), / Central Depository Services (I) Limited (CDSL) to admit the securities/ shares of Company as being eligible for being admitted on the depository system with the new RTA ie M/s Alankit Assignment Limited and do offer the Shareholders/ investors of the Company the choice/ option to hold the Shares of the Company in dematerialised form and trading in dematerialised form by opting to join NSDL/ CDSL . Further company had entered and executed a tripartite agreement with NSDL and CDSL.

DEMATING THE PHYSICAL SHARES

It is to be noted that the trading of shares at BSE shall be only in Demat mode. So, the Directors of the Company hereby make a request to all its valued Members, to have their shareholdings in the Company converted into Demat mode because the securities of the company now has been listed at BSE and trading has been commenced on 23rd January, 2014. For any assistance, the Compliance Officer, Mr. Virendra Garg, Company Secretary of Company and M/s Alinkit Assignment Limited New Delhi, Registrar and Transfer Agents may be contacted.

DELISTING OF SECURITIES

The board of Directors of your company would like to inform to the stakeholders of the company that during the year the Listing / Delisting Committee of the Jaipur Stock Exchanges and Delhi Stock Exchange has approved the delisting of securities of the company from their exchanges. This was informed by the exchanges to the company. Copies of the Delisting of Securities letter of the Stock Exchanges are uploaded on the companies' website www.sunilhealthcare.com. Further the company aggressively following from delisting its securities from Calcutta Stock Exchange, but till now no success even all the compliance has been complied with.

CORPORATE GOVERNANCE

The management of the Company believes that the great companies are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders,

management, employees, customers, vendors, regulators and the community at the large. They strongly believe that this relationship can be built & strengthened through corporate fairness, transparency and accountability. At your Company, prime importance is given to reliable financial information, integrity, transparency, empowerment and compliance with law in letter & spirit. The Securities & Exchange Board of India (SEBI) in its efforts to strengthen the Corporate Governance had revised the existing clause 49 of Listing Agreement. Your Company, following the spirit of market regulator and its endeavor to excel through corporate governance is complying with revised Clause 49. A separate section on corporate governance is given elsewhere in this Annual Report and the auditor's certificate on compliance with corporate governance norms is attached thereto.

PARTICULARS OF EMPLOYEES:

Your Company has not paid any remuneration in terms of Sub rule (2) & (3) of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure D to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed dividend for the financial year 1999-2000 to 2006-07 from time to time on due dated to the Investor Education & Protection fund (The IEPF) established by the Central Government .

Dividend for the financial year ended March, 31, 2008 and thereafter which remains unpaid or unclaimed for a period of seven years from the date they become due for payment will be transferred by the company to IEPF. The last dates for the claming of such unclaimed dividends are mention as under. Members who have not so far encashed dividend warrant(s) for the aforesaid years are requested to seek issue of duplicate warrant(s) by writing to the Company.

Information in respect of unclaimed and unpaid dividends declared for year 2007-08 and thereafter:

S.N. Financial Year Date of Declaration Last date for the of the Dividend Clamming of Unpaid Dividend

1 31.03.2008 25.09.2008 24.09.2015

2 31.03.2009 29.09.2009 28.09.2016

It may be noted that the Company had sent reminders to the members in this regards. Members are requested to note that no claims shall lie against the Company or the IEPF in respect of any amount which were unclaimed and unpaid for a period of seven years for the date they first became due for payment and no payment shall be made in respect of any such claims. DIRECTOR'S 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 fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the that period.

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.

Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchange and in compliance of the provision of Companies Act -2013 a Management Discussion and Analysis Report is appended to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

INDUSTRIAL RELATION

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.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement is given in the Annexure 'E' forming part of this report.

CAUTIONARY STATEMENT

The statements contained in the Board's 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 takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Without their commitment and hard work, Company's consistent growth was not possible.

Your Board also wishes to place on record its sincere appreciation for the whole hearted support received from our Bankers, Shareholders, and all other business associates for their valuable assistance and co-operation.

For & On Behalf of the Board

Anil Khaitan Reg. Office: Chairman cum Managing Director 38E/252A, Vijay Tower, Shahpurjat, New Delhi-110049 DIN-00759951 CIN No: L24302DL1973PLC189662 Place - New Delhi Phone No: 91-11-49435555/00 Fax no -011-43850087 Dated- 12th August, 2015 Email ID: info@sunilhealthcare. com/ Web; www.sunilhealthcare.com


Mar 31, 2014

Dear members,

The Directors have great pleasure in presenting the 40th Annual Report on the business and operations together with the audited statement of accounts of your Company for the year ended 31st March 2014.

Financal Resulte (Rs. in Lacs) (Rs. in Lacs) 2013-14 2012-13

Profit before depreciation and 1169.00 806.91 Finance Cost

Finance Cost 247.67 261.26

Depreciation 409.36 382.09

Profit before tax 511.97 218.56

Less:-Provision for Taxation

For Current Year (212.52) (50.91)

For Deferred Tax 28.56 (23.30)

Profit after Tax 328.01 144.35

Operations:

During 2013-14 the production of Hard Gelatin Capsule Shells was 6444 Million against 6114 Million in the previous year. The Gross revenue from operation is Rs. 6459 lacs against Rs.4882 lacs in the previous year. Profit before tax during the year was Rs. 511.97 lacs against Rs. 218.56 lacs in the previous year. During the year the Export increased by 239 %, Profit increased by 127.23%, Cash generation increased by 81.89 & and PBDIT increased by 44.87 % in compare of last year.

Management of the Company is committed to further improve the performance in the coming year and to achieve better sales and more profitability by more production and optimizing product mix and exploring new avenues to achieve overall growth of the Company.

Directors:

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 13th August, 2014 recommended appointment of Mr. S N Balasubramaniam, Mr. R C Khurana, Mr. Joginder Singh and Mr. Sanjay Kumar Kaushik as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 40th Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013. The Board recommends the resolutions for your approval for the above appointments.

The Board recommends the same for your approval that Mr. R K Niyogi and Mr. B P Srinivasan Director of the Company retires by rotation at the ensuing Annual General Meeting, being eligible, offer themselves for re-appointment. The Board recommends the same for your approval that Mrs. Lata Singh Retd IAS will be appoint as a women director of the company as per the provision of section 149, 152 and 160 of the Companies Act-2013 in their meeting held on 13th August, 2014.

Public Deposit

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and there is no outstanding deposit due for re-payment.

Dividend

With a view to conserve your company''s resources and for the growth of the company, The directors do not recommended any dividend for the year ended 31.03.2014.

Pharmexcil Award for Outstanding Exports in FY 2012-2013

The directors of the company are very glad to inform you that Panel of Experts of Pharmaceuticals Export Promotion Council of India (Pharmexcil) has awarded an honour of your organization for outstanding contribution to India''s Pharmaceutical Exports during the year 2012-13 (Excipients & Surgicals category - Silver).

Auditors & Auditor''s Report:

M/s Singhi & Co, Chartered Accountants, (registration no 302049E) New Delhi would retire from their office at the conclusion of the ensuing Annual General Meeting. M/s Singhi & Co. Chartered Accountants, New Delhi, being eligible, offer themselves for re-appointment as Auditors of the Company for next three years up to the conclusion of the Annual General meeting to be held in the year 2017. The Statutory Auditors of the Company have submitted Auditor''s Report on the accounts of the Company for the period ended 31st March 2014, which is self-explanatory.

Cost Auditor

The Board of Directors of your Company has recommended Ms. J. Sandhya Murthy (membership no 24235) , Cost Accountants, Delhi be re-appointed as a Cost Auditors for the Financial Year-2014-15 subject to approval of the Central Government under section 233B of the Companies Act, 1956 as well as the members of the Company. The Cost Audit Report for the financial year 2012-13, issued by Ms. J. Sandhya Murthy, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules, 2011, was filed with the Ministry of Corporate Affairs (MCA) on October 01, 2013.

Listing of Shares at BSE through Direct Listing Route

The board of Directors are very glad to inform you that your Company has received the trading approval for listing its securities at Bombay Stock Exchange (BSE) vide their letter ref no DCS/DL/NP/TP/603/2013-14 Dated 22nd January, 2014 under its Direct Listing route and trading has been started on 23rd January, 2014. As you all are aware that before listing at BSE, the Company was listed at Calcutta, Delhi and Jaipur Stock Exchanges, where, unfortunately there was no trading for last many a years. The Company''s scrip id on the BOLT system is SUNLOC and code no is 537253 and the abbreviated name is SUNIL HEALTH. A letter received from the BSE is put on the website of the company.

By virtue of listing and trading at BSE, the Company would now be making all the Listing Agreement compliances with BSE as well, thus providing more transparency and building investor confidence. The shareholders, in turn, would get the much awaited liquidity benefit for their investments.

Further he also takes the opportunity to extend our appreciation and gratitude to all the members, who have been a part of the Company through all these years.

Demating the Physical Shares

It is to be noted that the trading of shares at BSE shall be only in Demat mode. So, the Directors of the Company hereby make a request to all its valued Members, to have their shareholdings in the Company converted into Demat mode because the securities of the company now has been listed at BSE and trading has been commenced on 23rd January, 2014. For any assistance, the Compliance Officer, Mr Virendra Garg, Company Secretary of Company and M/s MCS Limited, New Delhi, Registrar and Transfer Agents may be contacted.

Delisting of securities from regional Stock Exchanges

The board of Directors of your company would like to inform you''re that the board members in their meeting held on Saturday, 24th May, 2014, has considered and decided that the Companies securities are presently listed at Bombay, Jaipur, Delhi and Calcutta Stock Exchanges and there is no trading of equity shares from last many years at, Jaipur, Delhi and Calcutta Stock Exchanges. However, the Company''s shares are regularly being traded at the Bombay Stock Exchange From 23rd January, 2014. Further it was considered that the Bombay Stock Exchange is having nationwide trading terminals and the investors have access to trade and deal in Company''s shares across the country and listing on the Delhi, Jaipur & Calcutta Stock Exchanges are not providing any advantage to the shareholders and investors of the Company and the Company should take effective steps for voluntary delisting of the Company''s Equity Shares from the Delhi, Jaipur & Calcutta Stock Exchanges in terms of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and continue its listing only with the Stock Exchange Bombay.

In this regards the board members has filed an application to the all three stock exchanges like Jaipur, Delhi and Calcutta stock exchange to delist their securities from their stock exchanges. In this connection we wish to inform you that the Listing /Delisting Committee of the Jaipur Stock Exchanges held on 6th July, 2014 has approved the delisting of securities of the company from their exchanges. This was informed by the exchanges through their letter reference no JSEL/2014/955 Dated 12th August, 2014. A copy of the letter of stock exchange was uploaded on the website of the Company.

Sales Tax Registration at Tamilnadu State

The Director of the company is informed to you that your company has registered itself at Government of Tamilnadu, Commercial Taxes Department Tamilnadu and got Sales Tax/Value Added Tax Registration Certificate from Tamilnadu under Tamilnadu Value Added Tax Act-2006 for trading of food business.

Credit Rating

Your Directors have pleasure to inform your that the Rating Committee of ICRA, after the consideration, has upgrade the long term rating for the Captioned Line of Credit (LOC) from {ICRA}BB (pronounced ICRA double B plus) to {ICRA}BBB- (pronounced ICRA triple B minus). The outlook on the loan term rating is retained as "Stable" The Rating committee of ICRA has also upgrade the short term rating for the captioned LOC from {ICRA}A4 (pronounced A four plus) to {ICRA}A3 (pronounced A three). Corporate Social Responsibility Committee

During the year the Board of Directors of the company has constituted a Corporate Social Responsibility Committee under the Chairmanship of Mr. Joginder Singh Former CBI Director, along with two members, Mr. S N Balasubranaiman and Mr. R C Khurana, all are independent directors. He further informed you that although it is not mandatory for the company to constitute the CSR committee as per the provision of Section 135 of Companies Act-2013 but the company has decided to be pro-active in its CSR Activities. The CSR committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR policy of the Company for the next five Years shall be "To concentrate on Sanitation in the Alwar Dist., Rajasthan." The CSR project shall be known as "HumaraSauchalaya."

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Section 205A (5) and 205 C of the Companies Act, 1956, the Company has transferred the unpaid or unclaimed dividend for the financial year 1999-2000 to 2005-06 from time to time on due dated to the Investor Education & Protection fund (The IEPF) established by the Central Government .

Dividend for the financial year ended March, 31, 2007 and thereafter which remains unpaid or unclaimed for a period of seven years from the date they become due for payment will be transferred by the company to IEPF. The last dates for the claming of such unclaimed dividends are mention as per Annexure 1 of the notice. Members who have not so far encashed dividend warrant(s) for the aforesaid years are requested to seek issue of duplicate warrant(s) by writing to the Company.

It may be noted that the Company had sent reminders to the members in this regards. Members are requested to note that no claims shall lie against the Company or the IEPF in respect of any amount which were unclaimed and unpaid for a period of seven years for the date they first became due for payment and no payment shall be made in respect of any such claims

Corporate Governance

The management of the Company believes that the great companies are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulators and the community at the large. They strongly believe that this relationship can be built & strengthened through corporate fairness, transparency and accountability. At your Company, prime importance is given to reliable financial information, integrity, transparency, empowerment and compliance with law in letter & spirit.

The Securities & Exchange Board of India (SEBI) in its efforts to strengthen the Corporate Governance had revised the existing clause 49 of Listing Agreement. Your Company, following the spirit of market regulator and its endeavor to excel through corporate governance is complying with revised Clause 49. A separate section on corporate governance is given elsewhere in this Annual Report and the auditor''scertificate on compliance with corporate governance norms is attached thereto. Directors'' Responsibility Statement:

Pursuant to section 217(2AA) of the Act, your Directors confirm the followings:

a) That in preparation of the Annual Accounts for the year ended 31 March 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the accounting policies selected and applied are consistent and have 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 at the end of the financial year and of the profit or loss of the Company for that period.

c) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

Industrial Relation

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.

Particulars of Employees:

The company has not paid any remuneration attracting the provision of Companies (Particulars of employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 to any employee of the company. Hence no information is required to be appended to this report in this regards.

Conservation of Energy, Technical

Absorption, Research & Development

and Foreign Exchange Earnings & Outgo:

Energy conservation measures, progress made in technology absorption and foreign exchange earning and outgo, as required by the Companies (Disclosure of particulars in he the report of Board of Directors) Rules, 1988 are set out in a separate statement is given in the Annexure ''A'' forming part of this report.

Acknowledgements:

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Without their commitment and hard work, Company''s consistent growth was not possible.

Your Board also wishes to place on record its sincere appreciation for the whole hearted support received from our Bankers, Shareholders, and all other business associates for their valuable assistance and co-operation.



For & On Behalf of the Board

Place-New Delhi Anil Khaitan Date: 13th August, 2014 Chairman cum Managing Director


Mar 31, 2013

The Directors have great pleasure in presenting the 38th Annual Report on the business and operations together with the audited statement of accounts of your Company for the year ended 31st March 2013.

Financial Results

(Rs. in Lakhs)

2012-13 2011-12

Profit before depreciation and Finance Cost 861.19 844.51

Finance Cost 260.18 195.32

Depreciation 382.09 321.10

Profit before tax 219.64 328.09

Less : - Provision for Taxation

For Current Year (52.00) (146.75)

For Deferred Tax (23.29) 35.53

Profit after Tax 144.35 216.87

Operations:

During 2012-13 the production of Hard Gelatin Capsule Shells was 6114 Million against 6150 Million in the previous year. The Gross Sales value is Rs. 4882 lacs against Rs. 4621 lacs in the previous year. Profit before tax during the year was Rs. 219.64 lacs against Rs. 328.09 lacs in the previous year.

Management of the Company is committed to further improve the performance in the coming year and to achieve better sales and more profitability by more production and optimizing product mix and exploring new avenues to achieve overall growth of the Company.

Expansion Project:

Directors of the Company are pleased to inform the Shareholders of the Company that your company has installed and commissioned two new Capsule Making Machines during the year. As a result of this expansion the installed capacity of the Company has increased from 7000 million Capsules to 7700 million Capsules per Annum.

Directors:

Mr. S N Balsubramanian, Director of the Company retires by rotation at the ensuing Annual General Meeting, being eligible, offer himself for re-appointment.

Public Deposit

The Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956.

Dividend

With a view to conserve your company''s resources and for the growth of the company, the directors do not recommended any dividend for the year ended 31.03.2013

Auditors & Auditor''s Report:

M/s Singhi & Co, Chartered Accountants, New Delhi would retire from their office at the conclusion of the ensuing Annual General Meeting. M/s Singhi &Co. Chartered Accountants, New Delhi, being eligible, offer themselves for re-appointment as Auditors of the Company.

The Statutory Auditors of the Company have submitted Auditor''s Report on the accounts of the Company for the period ended 31st March 2013, which is self-explanatory.

Cost Auditor

The Board of Directors of your Company has recommended Ms. J. Sandhya Murthy, Cost Accountants, Delhi to be appointed as a Cost Auditors for the Financial Year-2013-14, subject to approval of the Central Government under section 233B of the Companies Act, 1956.

Demating the Physical Shares

The Shares of our Company are presently listed at Delhi Stock Exchange, Jaipur Stock Exchange & Calcutta Stock Exchange, with the intent to provide better liquidity to our valued shareholders, the Board of Directors of the Company has made an Application to Bombay Stock Exchange (BSE) for Direct Listing of the Company. By virtue of the proposed listing at BSE, the Shareholders of the Company will get the trading platform and will enable them to liquefy their investments.

Once the Listing Application of the Company is approved and trading starts at BSE, it shall be possible only in Demat mode. So, the Directors of the Company hereby make a request to all its valued Members, to have their shareholdings in the Company converted into Demat mode. For any assistance, the Compliance Officer, MrVirendra Garg, Company Secretary of Company and M/s MCS Limited, New Delhi, Registrar and Transfer Agents may be contacted

Corporate Governance

The management of the Company believes that the great companies are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulators and the community at the large. They strongly believe that this relationship can be built & strengthened through corporate fairness, transparency and accountability. At your Company, prime importance is given to reliable financial information, integrity, transparency, empowerment and compliance with law in letter &spirit.

The Securities & Exchange Board of India (SEBI) in its efforts to strengthen the Corporate Governance had revised the existing clause 49 of Listing Agreement. Your Company, following the spirit of market regulator and its endeavor to excel through corporate governance is complying with revised Clause 49. A separate section on corporate governance is given elsewhere in this Annual Report and the auditor''s certificate on compliance with corporate governance norms is attached thereto. Directors'' Responsibility Statement:

Pursuant to section 217(2AA) of the Act, your Directors confirm the followings:

a) That in preparation of the Annual Accounts for the year ended 31st March 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the accounting policies selected and applied are consistent and have 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 at the end of the financial year and of the profit or loss of the Company for that period.

c) That the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

Industrial Relation

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.

Particulars of Employees:

The company has not paid any remuneration attracting the provision of Companies (Particulars of employees) Rules, 1975 read with Section 217 (2A) of the Companies Act, 1956 to any employee of the company. Hence no information is required to be appended to this report in this regards.

Conservation of Energy, Technical

Absorption, Research & Development and Foreign Exchange Earnings & Outgo:

Energy conservation measures, progress made in technology absorption and foreign exchange earning and outgo, as required by the Companies (Disclosure of particulars in he the report of Board of Directors) Rules, 1988 are set out in a separate statement is given in the Annexure ''A'' forming part of this report. Acknowledgements:

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Without their commitment and hard work, Company''s consistent growth was not possible.

Your Board also wishes to place on record its sincere appreciation for the whole hearted support received from our Bankers, Shareholders, and all other business associates for their valuable assistance and co- operation.

By the Order of the Board

Place- New Delhi

Dated-11th May, 2013 Anil K haitan

Chairman cum Managing Director

 
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