Sunil Industries Ltd. — Annual Report 2021

Sep 2, 2021

CIN No.: L99999MH1976PLC019331

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Date: 2[nd] September, 2021

To,

Department of Corporate Service (DCS-CRD),

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001.

- Sub.: Submission of Annual Report for Financial Year 2020 2021 as per Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Ref.: Sunil Industries Limited (Scrip Code – 521232).

Dear Sir,

Please find attached Annual Report for Financial year 2020-2021 pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Kindly take the same on your record.

Thanking you. Yours truly,

For Sunil Industries Limited

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____ Vinod Lath Managing Director DIN: 00064774

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45[TH ] ANNUAL REPORT

2020 - 2021

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SUNIL INDUSTRIES LIMITED (L99999MH1976PLC019331)

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Sr. No	Particulars	Page **No. **
1.	Notice	5-22
2.	Directors’ Report	23-48
3.	Secretarial AuditReport	49-53
4.	Corporate GovernanceReport	54-77
5.	Certificate onCorporate Governance byPracticing Company Secretary	78
6.	ManagementDiscussion Report	80-84
7.	Auditors’ Report	85-91
8.	Balance-Sheet	92
9.	Profit &LossAccount	93
10.	Cash FlowStatement	94
11.	Notes	95-122

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BOARD OF DIRECTORS:

BOARD OF DIRECTORS:
Mr. Vinod Lath (DIN: 00064774)	:	Chairman and Managing Director
Mr. Pradeep Roongta(DIN: 00130283)	:	Whole-Time Director & CFO
Mr. Ramesh Khanna (DIN: 00130351)	:	Whole-Time Director
Mr. Rohit Gadia(DIN: 02175342)	:	Independent Director
Mr. Rajesh Tibrewal(DIN: 00130509)	:	Independent Director
Mrs. Shruti Saraf (DIN: 07521927)	:	Independent Woman Director
Mr. Sourabh Sahu(ACS: 55322)	:	Company Secretary

REGISTERED OFFICE:

D-8, M.I.D.C., Phase II, Manpada Road, Dombivli (E) - 421 203 Dist. Thane, Maharashtra.

MANUFACTURING UNITS:

Spinning Unit:

S.F.No. 324/1, Karungal Village, K. Anapatti Post, Vedasandur Taluk, Dist. Dindigul – 624 620.

Weaving Unit:

Plot No. 60- B, Parvati Industrial Area, Kondigre Road, Near Gangajal Water Tank, Yadrav,Ichalkaranji.

Processing Unit:

D-8, MIDC, Phase II, Manpada Road, Dombivli (E), Dist. Thane - 421 203.

BANKERS:

Standard Chartered Bank

STATUTORY AUDITORS:

M/S P R Agarwal &Awasthi, Chartered Accountants, Mumbai

SECRETARIAL AUDITOR:

HS Associates, Company Secretaries, Mumbai

INTERNAL AUDITOR:

Chetan Jain & Associates Chartered Accountants, Mumbai

COST AUDITOR:

M/s Shanker Chaudhary & Co., Cost Accountants, Mumbai

SHARE TRANSFER AGENTS:

Link Intime India Private Limited, Add.: C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.

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SHARES LISTED AT:

The Bombay Stock Exchange Limited PhirozeJeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

45[th] ANNUAL GENERAL MEETING

45thANNUAL	GENERAL MEETING
Date:	28th September, 2021
Day:	Tuesday
Time:	4.00 pm
Place:	VIDEO CONFERENCING(VC) OR OTHER AUDIO VISUAL MEANS(OAVM)

Sunil Industries Limited

CIN No: L99999MH1976PLC019331 Reg Office: D 8 MIDC PhaseII, Manpada Road, Dombivli (East),Thane,Maharashtra-421201. Web: www.sunilgroup.com, Tel: 0251-2870749

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NOTICE

NOTICE IS HEREBY GIVEN THAT THE 45[th] ANNUAL GENERAL MEETING OF MEMBERS OF SUNIL INDUSTRIES LIMITED WILL BE HELD ON TUESDAY THE 28TH SEPTEMBER, 2021 AT 4.00 P.M. THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS, TO TRANSACT THE FOLLOWING.

ORDINARY BUSINESS:

Item no. 1:: APPROVAL OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31[ST] MARCH 2021

To receive, consider and adopt the Audited Financial Statementsfor the year ended 31[st] March 2021 together with the Reports of the Board of Directors and the Auditors thereon.

Item No. 2: APPROVAL FOR RE-APPOINTMENT OF MR. RAMESH KANNA, WHOLE TIME DIRECTOR (HOLDING DIN 00130351) WHO IS RETIRING BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT

To appoint Mr. Ramesh Kanna, Whole Time Director (Holding DIN 00130351) who retires by rotationat the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Item no. 3: APPROVAL OF REMUNERATION PAYABLE TO STATUTORY AUDITORS FOR FY 2021-

2022.

To provide and approve remuneration of the auditors of the Company for FY 2021-2022.

SPECIAL BUSINESS:

Item no. 4: RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITOR FOR FINANCIAL

YEAR 2021-2022

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications(s) or re- enactment thereof for the time being in force) and any other applicable provisions, if any, the appointment of M/s Shanker Chaudhary & Co., Cost Accountants as Cost Auditors of the Company by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the Financial Year 20212022 at remuneration of Rs. 1,25,000 /-p.a plus applicable taxes as paid to them be and is hereby ratified.”

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto”

Item no. 5: APPROVAL OF RELATED PARTY TRANSACTIONS UP TO THE MAXIMUM LIMITS AS SPECIFIED WITH THE RELATED PARTIES:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the applicable Rules under Companies (Meetings of Board and its

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Powers) Rules, 2014 and in terms of Corporate Governance and any other applicable provisions of the Listing Obligation and Disclosure Requirements, Regulations, 2015 (including any amendment, modification(s) or re-enactment thereof), the consent of the members of the Company be and is hereby accorded for entering into transaction(s) with the following related party(ies) up to the maximum amount mentioned there against, in each Financial Year, for a period of five years on such terms and conditions as may be mutually agreed between the Company and the related party(ies):

Sr. No.	Applicable for Financial Year	Name of the Related Party	Nature of Transaction(s) (Singly or all taken together)	Maximum Value of the Transaction(s) per annum (Rs.in crores)
1.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Eske Tex (India)Private Limited	a) Sale and/or purchase of chemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
2.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Fabrics Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
3.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Synthetics Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
4.	Specific approvalfor each financialyear for a period of five years from FY 2021 - 2022 to FY 2025- 2026.	Sunil Prints Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
5.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Exim Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80

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6.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Bleaching Co. Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
7.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Rarefab Textiles Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80

RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters & things and to take such steps, settle any queries, difficulties, doubts that may arise with regard to any transaction(s) with the related party(ies) and execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution and for the matters connected therewith or incidental thereto.

Item no. 6: ALTERATION OF MEMORANDUM OF ASSOCIATION AS PER THE PROVISIONS OF THE

COMPANIES ACT, 2013

To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

“ RESOLVED THAT pursuant to Section 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force, and Rules made thereunder and Subject to the approval of other Competent authorities, as may be required, consent of the members be and is hereby accorded for alteration in the Memorandum of Association of the Company by adding a new ancillary object point no. 41 of Clause (B) OBJECT INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS.

RESOLVED FURTHER THAT the new ancillary object in point no. 41 of Clause (B) OBJECT INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS shall be as follows:

“To purchase non – conventional power (Wind, Solar & Biomass) or conventional power (Thermal) either in Group captive mode or Third-party from the respective generator for our consumption. For this purpose as per the applicable law, the shares shall be bought from the generators and shares of the generator shall be sold while exiting from the group captive mode.”

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto”

Item no. 7: RE-APPOINTMENT OF SHRUTI SARAF AS AN INDEPENDENT WOMAN DIRECTOR:

To consider and, if thought fit, to pass the following Resolution as a Special Resolution :

“ RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualifications of Directors) Rules,

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2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Mrs. Shruti Ritesh Saraf (DIN 07521927), who was appointed as an Independent woman Director at the 40[th ] Annual General Meeting of the Company and who holds office up to 26[th] May, 2021, being eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director, be and is hereby reappointed on the basis of Recommendation and performance evaluation by Nomination and Remuneration Committee as an Independent Woman Director of the Company, not liable to retire by rotation, to hold office for a Consecutive Second Term of Five years commencing with effect from 27[th] May, 2021 upto 26[th] May, 2026.”

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto”.

Notes:

• 1) As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

• 2) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

• 3) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Key Managerial Personnel, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• 4) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• 5) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112

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and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

• 6) The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

• 7) In continuation of this Ministry’s General Circular No. 20/2020 , dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

• 8) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at http://www.sunilgroup.com The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com . The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

• 9) Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company at D 8 MIDC Phase, Iimanpada Road, Dombivli- (East), Thane-421201.

• 10) Pursuant to Section 113 of the Act, Corporate Members are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization, etc., authorizing its representative to attend the AGM through VC/ OAVM on its behalf and to vote through remote e- voting, to the Company email ID or upload it on the e-voting portal.

• 11) The Voting through an electronic means will commence on Saturday,25[th] September 2021 at a.m. and will end on Monday, 27[th] September, 2021 at 5 p.m . The members will not be able to caste their electronically beyond the date and time as aforesaid mentioned.

• 12) The members who wish to vote on the day of the Meeting can do the same through e-voting on the day of the Meeting by logging in through CDSL. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• 13) The ordinary resolution for ratification of Statutory Auditor is not proposed as pursuant to the Companies(Amendment) Act, 2017, the same is omitted w.e.f 7th May, 2018.

• 14) Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorized representatives to attend the AGM are requested to send a duly certified copy of their Board Resolution/ authorization letter to the Company or upload on the VC portal/ e-voting portal.

• 15) Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updating of Savings Bank Account details to their respective Depository Participants. Members whose shareholding is in physical mode are requested to opt for the Electronic Clearing System (ECS) mode to receive dividend on time in line with the Circulars. We urge members to utilize the ECS for receiving dividends. Members holding shares in physical form who wish to avail NACH facility, may submit their bank details viz. Name of the Bank and Branch, their account type and Bank A/c No. with MICR No. and IFSC code along with the copy of cancelled

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cheque to the RTA at Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West),Mumbai - 400 083 .Tel: +91 22 49186270 Fax: +91 22 49186060. Email: rnt.helpdesk@linkintime.co.in Website: http://www.linkintime.co.in.

• 16) In case you are holding Company’s Shares in physical form, please inform Company’s RTA, Link Intime India Private Limited, .: C 101, 247 Park,L.B.S.Marg, Vikhroli (West),Mumbai - 400083. by enclosing a photocopy of blank cancelled cheque of your bank account.

• 17) Members who are holding shares in identical order or names in more than one folio are requested to write to the company to enable the company to consolidate their holdings in one folio.

• 18) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the Annual General Meeting of the Company, for which the members have to send a E-mail requesting the same.

• 19) The Register of Members and Share Transfer Register in respect of equity shares of the Company will remain closed from Wednesday, 22[nd ] September, 2021 to Tueday, 28[th] September, 2021 (both days inclusive).

• 20) In furtherance of Green Initiative in Corporate Governance by Ministry of Corporate Affairs, the Shareholders are requested to register their email id with the Company or with the Registrar and Transfer AgentTo facilitate distribution of Annual Report through E-,mail, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (“DPs”) in case the shares are held by them in electronic form and with Share Transfer Register in case the shares are held by them in physical form.

• 21) Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updation of Savings Bank Account details to their respective Depository Participants.

• 22) In terms of Section 124 of the Companies Act, 2013 (corresponding to Section 205A Companies Act, 1956), any dividend remaining unpaid for a period of seven years from the due date of payment is required to be transferred to Investor Education and Protection Fund. Members who have not encashed their dividend warrants are requested to write to the Registrars and Share Transfer Agents. The details of dividend unclaimed (if any) are uploaded on the Company’s website at http://www.sunilgroup.com for shareholders information.

• 23) An Electronic copy of the Notice of the 45[th ] Annual General Meeting of the Company inter alia indicating the process and manner of e-voting is being sent to all the members by email and physical copy of the same will not be made available to the Members of the company in line with the Circulars. For members who have not yet registered their email address, copies of the Notice of the 45[th] Annual General Meeting of the Company inter alia indicating the process and manner of e- voting and attending the AGM through video conferencing will be available at the Website of the Company and the Stock Exchange i.e. BSE Limited.

• 24) Members may also note that the Notice of the 45[th] Annual General Meeting and the Annual Report for 2020-2021 will also be available on the Company’s website www.sunilgroup com for their download. Any member who wants to avail or inspect the docuements available for inspection, can do so by writing a request through E-mail at info@sunilgroup.com.Even after registering for e- communication, members are entitled to receive such communication in physical form, upon

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making a request for the same, however such documents shall be dispatched taking into consideration the guidelines framed by Central and State Governments and local Administraion and subject to working of postal Servises of India Post. For any communication, the shareholders may also send requests to the Company’s investor email id: info@sunilgroup.com.

• 25) Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 with the Company’s share transfer agent. In respect of shares held in Electronic/ Demat form, the members may please contact their respective depository participant.

• 26) Members are requested to send all communications relating to shares, bonds and unclaimed dividends, change of address etc. to the Registrar and Share Transfer Agents at the following address: Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West),Mumbai - 400 083 .Tel: +91 22 49186270 Fax: +91 22 49186060. Email: rnt.helpdesk@linkintime.co.in Website: http://www.linkintime.co.in.

27) THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• i. The voting period begins on Saturday, 25[th ] September, 2021 at 9.00 am and ends on Monday, 27[th ] September, 2021 at 5.00 pm . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of Tuesday 21[st] September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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Individual Shareholders (holding securities in demat mode) login through their Depository Participants

3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@ cdslindia.comor contact at 022- 23058738 and22- 23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and180022 4430

• v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should login on to the e-voting website www.evotingindia.com during the voting period.

• 2) Click on “Shareholders” module.

• 3) Now Enter your User ID:

• a) For CDSL: 16 digits beneficiary ID;

• b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID;

• c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification Code / Captcha Code as displayed and Click on Login.

• 5) If you are holding shares in Demat Form and had logged on to www.evotingindia.com and had cast your vote earlier for EVSN of any company/entity, then your existing password is to be used.

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• 6) If you are a first-time user follow the steps given below. Now, fill up the following details in the appropriate boxes:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• vi) After entering these details appropriately, click on “SUBMIT” tab.

• vii) Members holding shares in physical form will then reach directly the “EVSN” selection screen.

• viii)However, Members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting on resolutions of any other company on which they are eligible to vote, provided that company opts for e- voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.

• x) Click on the 210825036 EVSN number of Sunil Industries Limited on which you choose to vote.

• xi) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for voting. Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the Resolution and option “NO” implies that you dissent to the Resolution.

• xii) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

• xiii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• xvi) If Demat account holder has forgotten the changed password, then enter the User ID and image verification code/captcha code and click on Forgot Password & enter the details as prompted by the system.

xvii) For Non – Individual Shareholders, Custodians and Institutional Shareholders:

• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details, they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; info@sunilgroup.com and the Scrutinizer at hs@hsassociates.net , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

28) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER :

• a) The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

• b) The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

• c) Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• d) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• e) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• f) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• g) Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 5 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 5 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

• h) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• i) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

• j) If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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29) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/ MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

• 1) For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company at cssunilgroup@gmail.com

• 2) For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

• 3) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022- 23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@ cdslindia.com or call on 022-23058542/43.

30) Other Instructions :

• (A) Facility of joining the AGM through VC / OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis. Members who need assistance before or during the AGM, can contact CDSL helpdesk.evoting@cdslindia.com or call 1800225533 or the Video conferencing provider at support@purvashare.comor call Tel: (022) 23016761.

• (B) If you are already registered with CDSL for e-voting then you can use your existing user ID and password/PIN for casting your vote.

• (C) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

• (D) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

• (E) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evotingindia.com.

• (F) The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date (record date) of Tuesday, 21[st] September, 2021.

• (G) Mr. Hemant Shetye, Partner of M/s HS Associates, Practicing Company Secretaries (Membership No. FCS 2827 and COP 1483) has been appointed as the Scrutinizer to scrutinize voting process for the Annual General Meeting in a fair and transparent manner.

• (H) The Scrutinizer shall within a period not exceeding two 48hrs from the conclusion of the Annual General Meeting shall unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

• (I) The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website http://www.sunilgroup.comand on the website of CDSL within two 48 hrs of the conclusion of the AGM of the Company and shall also be communicated to BSE Limited.

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• 31) All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the during normal business hours (9.00 am to 5.00 pm) on all working days, up to and including the date of the Annual General Meeting of the Company by request through E-mail.

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR AND CHAIRMAN DIN NO: 00064774 DATE: 30[th] AUGUST, 2021 PLACE: DOMBIVLI

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EXPLANATORY STATEMENT

AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 2:

Brief Particulars of Director Seeeking Re-Appointment

Particulars	Ramesh Khanna
Date of Birth (Age)	71 years
Date of Appointment/Re-appointment	01stSeptember, 2001
Qualifications	a Commerce and Law Graduate and MBA
Expertise in specific functional areas	Sales and Marketing
Directorships held in other public companies (excluding foreign companies and Section 8 companies	NIL
Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee.)	NIL
Number of shares held in the Company	Nil

Item No. 3:

The Statutory Auditors were appointed through vide an ordinary resolution at the Annual General Meeting held on 26th September, 2017 for a period of five consecutive years.

The Board, on the recommendation of the Audit Committee, at their meeting held on 30[th] August, 2021 has approved remuneration of Rs. 2,50,000/- p.a payableto M/s P R Agarwal &Awasthi, Chartered Accountants, the Statutory Auditors of the Company to conduct the statutory audit of the Company for the Financial Year 2021 -2022.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 3 of the Notice for Remuneration payable to the Statutory Auditors for the Financial Year 2021- 2022.

The Board of Directors accordingly recommends the Resolutions set out at Item No. 3 of the accompanying Notice for the approval of the Members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in aforementioned resolution.

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Item No. 4:

The Board, on the recommendation of the Audit Committee, has approved the appointment and Remuneration of Rs. 1,25,000/- p.a to be paid to M/s Shanker Chaudhary & Co., Cost Accountants as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2021 -2022.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for ratification of the Remuneration payable to the Cost Auditors for the Financial Year 2021 - 2022.

The Board of Directors accordingly recommends the Resolutions set out at Item No. 4 of the accompanying Notice for the approval of the Members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in anyway, concerned or interested, financially or otherwise, in aforementioned resolution.

Item No. 5:

Section 188 of the Companies Act, 2013 read with Rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribes the procedure for approval of Related Party Transaction(s). The provisions of Corporate Governance as per listing obligation and Disclosure Requirements, Regulations 2015 also prescribes seeking of shareholders’ approval for material Related Party Transaction(s).

In terms of the provisions of Corporate Governance as per Listing Obligation and Disclosure Requirements, Regulations 2015, transaction(s) with a Related Party are considered material if the transaction(s) to be entered into individually or taken together with previous transaction(s) during a Financial Year exceeds 10% of the annual consolidated turnover of the Company as per the last Audited Financial Statements of the Company.

EskeTex (India) Private Limited; Sunil Fabrics Private Limited; Sunil Synthetics Private Limited;Sunil Prints Private Limited; Sunil EXIM Private Limited; Sunil Bleaching Co. Private Limited&Rarefab Textiles Private Limited are “Related Party” within the provisions of Corporate Governance as per Listing Obligation and Disclosure Requirements, Regulations 2015.

In terms of provisions of Corporate Governance as per Listing Obligation and Disclosure Requirements, Regulations 2015, all material Related Party Transaction(s) shall require the approval of the members through Ordinary Resolution and all entities/persons that are directly/indirectly Related Parties of the Company shall abstain from voting on such resolutions. Accordingly, the Promoter Group and all such Related Parties who are shareholders shall abstain from voting on this resolution for approval of material Related Party Transactions.

The disclosures required to be made under the provisions of the Companies Act, 2013 and the Companies(Meeting of Board and its Powers) Rules, 2014 are given herein below:

1. Nature of Relationship: All the Related Parties mentioned in the table above are directly or indirectly controlled by the same management.

2. Name ofthe Director or Key Managerial Personnel who is related, if any: None of the Directors or Key Managerial Personnel is related.

3. Nature, material terms, monetary value and particulars of the contract or arrangement: As per Item no. 5 of this Notice.

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1. Any other information relevant or important for the members to take a decision on the proposed resolution: The transactions are based on business requirements and are necessary for the smooth and efficient functioning of your Company.

Keeping in view the intent of the law, all transactions (irrespective of the nature of transactions) with a Related Party have been aggregated while applying threshold limits for seeking your approval.

The above contracts/arrangements/transactions were approved by the Audit Committee and the Board of Directors as the same are in the interest of the Company.

The Board of Directors recommends the Resolution set out in Item No. 5 of the accompanying notice for the approval by the unrelated shareholders of the Company.

The Related parties to the extent applicable are concerned or interested financially or otherwise in the proposed resolution.

Directors / Key Managerial Personnel of the Company / their relatives to the extent applicable are concerned or interested financially or otherwise in the proposed resolution.

Item No. 6:

The Company in future planning to purchase non–conventional power (Wind, Solar & Biomass) or conventional power (Thermal) to increase its business operations.

The Company now proposes to alter the Memorandum of Association of the Company with the new ancillary object in point no. 41 of Clause (B) OBJECT INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS which shall be as follows:

“To purchase non – conventional power (Wind, Solar & Biomass) or conventional power (Thermal) either in Group captive mode or Third-party from the respective generator for our consumption. For this purpose as per the applicable law, the shares shall be bought from the generators and shares of the generator shall be sold while exiting from the group captive mode.”

The Board at its meeting held on 30[th] August, 2021 has approved alteration of the MOA of the Company and the Board now seeks Members‟ approval for the same.

The revised Memorandum of Association of Company is available for inspection during continuance of ensuing Annual General Meeting.

Therefore, the Board recommends the resolution as set out in Item no. 6 of the notice to be passed as a Special Resolution.

None of the Directors, Key Managerial Person(s) of the Company including their relatives are, in any way, concerned or deemed to be interested in the proposed resolution.

Item No. 7:

Mrs Shruti Saraf is a Non-Executive Independent Woman Director of the Company. She is member of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee of the Company.

Mrs Shruti Saraf holding DIN 07521927 is 33 years of age is Graduate by educational Qualification, she is having experience of overlooking Governance activities and also well acquainted with overall finance perspective. She has over the years gained immense experience and knowledge in the field of Governance and Finance.

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She holds Directorship and Committee Membership only in Sunil Industries Limited. She does not hold by herself or for any other person on a beneficial basis, any shares in the Company.

In terms of Section 149 and other applicable provisions of the Companies Act 2013, Mrs. Shruti Saraf being eligible and offering herself for appointment, is proposed to be re-appointed as an Independent woman Director for second five consecutive years for a term up to 26[th] May, 2026.

In the opinion of the Board, Mrs. Shruti Saraf fulfils the conditions specified in the Companies Act, 2013 and rules made there under for her appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter for her appointment as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day.

The Board considers that his Continued Association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs. Shruti Saraf as an Independent Director. Accordingly, the Board recommends the resolution in relation to her appointment as an Independent Director, for the approval by the shareholders of the Company.

Sr. No		Particulars		Remarks
1.		Reason for change viz. appointment, resignation, removal, death or otherwise		Re-appointment of Mrs. Shruti Saraf holding DIN 07521927 as Independent Director of the Company for a second consecutive term of 5 years with effect from 27thMay, 2021 to 26thMay, 2026.
2.		Date of appointment		Re- appointment from 27thMay, 2021
3.		Term of appointment		27thMay, 2021 to 26thMay, 2026.
4.		Brief profile		Ms. Shruti Saraf holding DIN 07521927 is 33 years of age and is Graduate by educational Qualification, she is having experience of overlooking Governance activities and also well acquainted with overall finance perspective. She has over the years gained immense experience and knowledge in the field of Governance and Finance. Mrs. Shruti Saraf being associated with the Company for 5 years is also having knowledge about the industry and is also aware of governance initiatives in general. Her Knowledge and Presence as Independent Woman Director on the Board of the Company will help in bringing more experience and a neutral and impartial view towards the functioningof the Company.
5.		Disclosure of relationships between directors (in case of appointment of a director)		Mrs. Shruti Saraf is not related to any other Director of the Company
6.		No. of Shares held		NIL

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Brief Profile of Director Seeking Re-appointment:

Particulars	Shruti Saraf
Date of Birth(Age)	33years
Date of Appointment/Re-appointment	27thMay, 2021
Qualifications	Commerce Graduate
Expertise in specific functional areas	Governance and Finance
Directorships held in other public companies (excluding foreign companies and Section 8 companies	NIL
Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' RelationshipCommittee.)	NIL
Number of shares held in the Company	Nil

Except Mrs. Shruti Saraf being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 7. This Explanatory Statement may also be regarded as a disclosure with the Stock Exchange.

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR AND CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI.

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DIRECTORS’ REPORT TO THE SHAREHOLDERS FOR FINANCIAL YEAR ENDED 31[ST] MARCH, 2021.

To,

The Members, SUNIL INDUSTRIES LIMITED, DOMBIVLI.

Dear Members

Your Directors have great pleasure in presenting 45[th ] Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended on 31[st] March, 2021.

1. FINANCIAL RESULTS:

The Financial Results are briefly indicated below:

Particulars	Financial Year 2020-2021 (FY 2021)	Financial Year 2019-2020 (FY 2020)
Total Income	887,299,201	915,900,633
Total Expenditure	876,948,336	905,228,140
Net Profit/(Loss) Before Tax	10,089,167	10,672,493
Provision for Tax	29,84,236	3,595,545
Net Profit/(Loss) After Tax	7,104,931	7,076,948
Other Comprehensive Income	(319,699)	(164,471)
Net Profit/(Loss) After Tax and Other Comprehensive Income	6,785,232	6,912,477
Profit/(Loss) b/f Previous Year	129,897,263	122,984,786
Balance c/f to Balance Sheet	136,682,495	129,897,263

2. PERFORMANCE OF THE COMPANY:

During the year ended 31st March, 2021, your Company reported total Income of Rs. 887,299,201/whichin comparison to previous year’s figures have decreased by approximately 3.12% this is primaraily due to Textile Industry experiencing due to the ongoing Covid-19 Pandemic. The Net Profit after tax and OCI is is Rs. 6,785,232/- as compared to Rs. 6,912,477/- in previous year marking a reduction of approximately 1.84% % but the overall profit carried forward to the Balance Sheet is Rs. 136,682,495/- which has increased by 5.22% as compared to previous year’s figure.

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 2020-2021.

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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 2020-2021. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

6. 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 Financial year the Company along with its 3 Directors has paid aggregate Compounding fees as imposed by Honarable Regional Director, Western Region, of Rs. 5,01,700 ( Five Lakh One Thousand Seven Hundred) on 27.08.2020 for violation of Section 203 of the act towards nonappointment of Company Secretary. Further the Company has also paid Penalty of Rs. 1,08,560/- and Rs. 53,100/- as imposed by SEBI for violation of Reg. 6 of SEBI LODR Regulations, 2015 towards nonappointment of Company Secretary cum Compliance officer, however the Company has made both the defaults good by appointment of Company Secretary and Compliance officer.

7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

8. 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.

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 also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The company has implemented special Covid-19 sanitization measures at all the units to ensure safety of personnel operating on premises. Social distancing to mitigate and reduce contact between personnel has also been implemented. 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. MANAGEMENT’S 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

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Schedule V of the SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015 is also published in this Annual Report.

13. 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 HS Associates, Company Secretaries, forms part of the Annual Report and is annexed hereto as Annexure E .

14. 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.

15. 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 3 of the Financial Statement.

The Company has given not given any loans falling under Section 185 and 186 of the Companies Act 2013 nor has it provided any Corporate Bank guarantee.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are incompliance 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 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.

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 Section 203 of Companies Act, 2013

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towards non-appointment of Company Secretary and Regulations 31 (2) of Listing Obligation, Disclosure Requirements, Regulations 2015 for Dematerialization of Promoters shareholding and Section 129 of Companies Act, 2013 for Presentation of Certain items in the Financial Statements of the Company. 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 extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of (Management and Administration) Rules, 2014 is furnished as Annexure C to Director’s Report and is also available at the Website of the Company.

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 theCompanies (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: 7.67
Mr. Pradeep Roongta	1: 7.67
Mr. Ramesh Khanna	1: 3.32
Company Secretary
Mr. Saurabh Sahu	1:1.45

• 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. Rohit Gadia	NA
Mr. Rajesh Tibrewal	NA
Mrs. Shruti Saraf	NA
Mr. Vinod Lath	NO Increase from lastyear

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Mr. Pradeep Roongta	NO Increase from last year
Mr. Ramesh Khanna	48.73 % Decrease from last year
Mr. Saurabh Sahu	No Increase from last year(Appointed w.e.f 12.03.2020)

• c. The median remuneration for the year 2020-2021 is Rs 1,56,366 /-

• d. The percentage increase/(decrease) in the median remuneration of employees in the financial year: ( 11.28%)

• e. The number of permanent employees on the rolls of Company: 29

• f. The explanation on the relationship between average increase in remuneration and Company Performance:

On an average, employees received an annual decrease of 39.61%.

The overall decerease 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 31.03.2021
Revenue	Rs. 88,72,99,201/-
Remuneration of KMPs (as a % of revenue)	0.35%
Profit before Tax (PBT)	Rs. 1,00,89,167/-
Remuneration of KMP (as a % of PBT)	31.18%

• h. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2021	March 31, 2020	% Change
Market Capitalisation	5,71,20,000	5,48,10,000	4.21%
Price Earnings Ratio (at Market Price)	13.60:1	13.05:1	4.21%

• i. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	March 31, 2021	IPO	% Change
Market Price (BSE)	13.60	30.00	(54.67) %

• j. 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 decrease was around 39.61%.

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There decrease in the managerial remuneration for the relevant year as compared to previous year is 15.75%.

• k. 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 2020- 2021	Rs. 12,00,000	Rs. 12,00,000	Rs. 5,18,654	Rs. 2,27,400
RevenueRs. 88,72,99,201/-
Remuneratio n as % of Revenue	0.14%	0.14%	0.06%	0.03%
Profit before Tax	(PBT):Rs. 1,00,89,167/-
Remuneratio n as % of Profit before Tax	11.89%	11.89%	5.14%	2.25%

• l. 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

• m. 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 14[th] 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.

• n. 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. 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, Mr. Rohit Gadia, Mrs. Shruti Saraf and Mr. Rajesh Tibrewal are the Independent Directors on the Board.

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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 Diretors 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 3 years or more, therefore by virtue of the same the mandatory online proficiency selfassessment test is exempted for the Independent Directors of your Company.

Key Managerial Personnel/ Executive Directors:

Mr. Vinod Lath, Managing Director, Mr. Pradeep Roongta, CFO and Whole Time Director, Mr. Ramesh Khanna, Whole Time Director, Mr. Saurabh Sahu, Company Secretary are the Key Managerial Personnel of the Company.

Mr. Ramesh Khanna is liable to retire by rotation in this 45[th] Annual General Meeting and being eligible he has offered himself for re-appointment as Director. The Board recommends his reappointment 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 31[st] March, 2021, 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 Six (6) times on 30.05.2020 ; 3 0.07.2020 ; 20.08.2020 ; 28.08.2020 ; 10.11.2020 ; and 13.02.2021 .

D. AUDIT COMMITTEE:

The Audit Committee as on date comprises of four members viz. Mr. Rajesh Tibrewal, Ms. Shruti Saraf, Mr. Rohit Gadia (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 6(Six) times in the Financial year. All the recommendations made by the Audit Committee during the year were accepted by the Board.

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E. 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 5 (Five) 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.

F. NOMINATION, REMUNERATION AND EVALUATION POLICY:

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 2 (Two) times in the Financial year.

Details of the Nomination, Remuneration and Evaluation Policy are set out are available at website of the Company at www.sunilgroup.com.

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 2020-2021 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.

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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 2020-21.

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:

P R Agarwal &Awasthi, Chartered Accountants, Mumbai registered with the Institute of Chartered Accountants of India vide Firm Registration No.117940 were appointed as Statutory Auditors at the Annual General Meeting held on Tuesday, 26[th ] September, 2017 for the period of five (5) years. i.e. upto the Annual General Meeting to be held in year 2022.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of Statutory Auditors at the forthcoming AGM.

The Company has received letter from them to the effect that their appointment is valid and within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. The resolution for approval for payment of remuneration is put forward for your approval in the ensuing Annual General Meeting.

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 ended 31[st] March, 2021. The resolution for ratification of remuneration to be paid to them for FY 2021-22 is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

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D. INTERNAL AUDITORS:

The company had appointed Chetan Jain & Associates, Chartered Accountants, Mumbai, as Internal Auditor of the company for Financial Year 2020-2021.

E. SECRETARIAL AUDITOR:

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2020-2021 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 D to Director’s Report.

27. 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.

28. 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.

29. OTHER DISCLOSURES:

As per the confirmation given by Registrar and Transfer Agent, the Company has nil shares that remains 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 E.

30. 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.

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31. 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 NO: 00064774

DATE:30th August, 2021 PLACE: DOMBIVLI.

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ANNEXURE A TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31[ST] MARCH 2021.

Information pursuant to the Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY:

In line with the company’s commitment towards conservation of energy, all units continue with their endeavour to make more efficient use of energy through improved operational and maintenance practices. The measures taken in this direction at the units are as under:

• Replaced inefficient motors with energy efficient motors;

• Installed power factor capacitor banks to save energy;

• Heat recovery from CRP hot water to boiler feed;

• Increase in temperature of feed water for saving on coal consumption in boilers;

• Shades were covered by installing Natural ventilation equipment;

• Made use of waste water generated by cooling coil moisture;

• Trimming of impellers to save on power consumption in chilled water pumps;

		31/03/2021	31/03/2020
A.	POWER & FUEL CONSUMPTION
1.	Electricity
a)	Purchased
	Units(in lakhs) (in kwh)	19.95	17.90
	Amount in Rupees(in lakhs)	130.41	138.38
	Rateper Unit(in Rupees)	6.54	7.73
B.	CONSUMPTION PER UNIT OF PRODUCTION
	Fabrics(kwh/meter)	0.29	0.21

B. TECHNOLOGY ABSORBTION

Regarding Research and development and technology absorption is not enclosed due to the fact that there is at present no scope for R&D and absorbing any new technology in view of type of product which is accepted by the customers. However, your company shall certainly go for it in future if any new development in technology takes place.

C. RESEARCH AND DEVELOPMENT

Regarding Research and development and technology absorption is not enclosed due to the fact that there is at present no scope for R&D and absorbing any new technology in view of type of product which is accepted by the customers. However, your company shall certainly go for it in future if any new development in technology takes place.

Research and Development (R & D)	31/03/2021 Rs.	31/03/2020 Rs.
Expenditure on (R & D)	Nil	Nil

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FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as under

Particulars	31/03/2021 Rs in Lakhs	31/03/2020 Rs in Lakhs
Foreign exchange Earnings	--	--
(FOB Value of Exports)	--	--
Foreign Exchange outgo:
Cloth imported (Purchased)	--	--
Stores Imported (CIF Value)	--	--
Foreign travel	--	--

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR& CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI

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ANNEXURE B TO THE DIRECTORS’ REPORT

FORM NO. AOC – 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts / arrangements entered into by Sunil Industries Limited with the related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s Length Basis:

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions NIL

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at Arm’s Length Basis:

(a) Name(s) of the related party and nature of \relationshi p		Rarefab Textiles Private Limited		Eske Tex (India) Pvt Ltd		Vandana Lath		Sunil Fabrics Private Limited		Beena Roongta		Prateek Roongta
(b) Nature of contracts/ arrangemen ts/ transactions		Weaving Charges		Interest paid		Rent Paid		Rent Paid		Salary Paid		Salary Paid
(c) Duration of the contracts / arrangemen ts/transacti ons		12 months		12 months		12 months		12 months		12 months		12 months
(d) Salient terms of the contracts or arrangemen ts or		Rs. 27,63,416/- per annum		Rs. 4,90,693/- per annum		Rs. 6,00,000/- per annum		Rs. 5,000/- per annum		Rs. 8,40,000/- per annum		Rs. 6,00,000/- per annum

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transactions including the value, if any
(e) Date(s) of approval by the Board, if any:	30th May, 2020	30th May, 2020	30th May, 2020	30thMay, 2020	30th May, 2020	30th May, 2020
(f) Amount paid as advances, if any	NIL	NIL	NIL	NIL	NIL	NIL

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR& CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI

37

ANNEXURE C TO THE DIRECTORS REPORT

FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN as on the financial year ended 31.03.2021

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i	CIN	L99999MH1976PLC019331
ii	Registration Date	19/11/1976
iii	Name of the Company	SUNIL INDUSTRIESLIMITED
iv	Category/Sub-Category of the Company	Public Company
v	Whether listed Company (Yes/No)	Yes
vi	Address of the Registered Office and contact details	D/8, M.I.D.C., Phase II, Manpada Road, Dombivli (East), Thane – 421203. Tel: 0251-2870749 Fax – 0251-2870749 Email - info@sunilgroup.com
vii	Name, Address and Contact details of Registrar and Transfer Agent, if any	Link Intime India Pvt. Ltd C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083. Tel: +91 22 49186270 Fax: +91 22 49186060 Email: rnt.helpdesk@linkintime.co.in Website:http://www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -

Sr. No.	Name and Description of Main Product/Services	NIC Code of the Product	% to Total Turnover of the Company
1.	Finished Textile Products	1313	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASS OCIATE COMPANIES -

Sr. No.	Name and Address of the Company	CIN/GIN	Holding/ Subsidiary of the Company	% of shares held	Applicable Section
NOT APPLICABLE

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year (1st April, 2020)	No. of Shares held at the beginning of the year (1st April, 2020)	No. of Shares held at the beginning of the year (1st April, 2020)	No. of Shares held at the beginning of the year (1st April, 2020)	No. of Shares held at the End of the year (31st March, 2021)	No. of Shares held at the End of the year (31st March, 2021)	No. of Shares held at the End of the year (31st March, 2021)	No. of Shares held at the End of the year (31st March, 2021)		% Change during **the year **
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
			A. Promoters
1. Indian
a) Individual/ HUF	11,26,600	52,000	11,78,600	28.06	11,26,600	52,000	11,78,600	28.06		-
b) Central Govt.	0	0	0	0	0	0	0	0		-
c)State Govt(s).	0	0	0	0	0	0	0	0		-
d)Bodies Corp.	9,74,600	3,17,500	12,92,100	30.76	9,74,600	3,17,500	12,92,100	30.76		-
e)Bank/FI	0	0	0	0	0	0	0	0		-
f)Any Other	0	0	0	0	0	0	0	0		-
Sub-Total (A)(1)	21,01,200	3,69,500	24,70,700	58.83	21,01,200	3,69,500	24,70,700	58.83		0.00
**2. Foreign **	0	0	0	0	0	0	0	0		-
a) NRIs- Individuals	0	0	0	0	0	0	0	0		-
b) Other- Individuals	0	0	0	0	0	0	0	0		-
c) Bodies Corp.	0	0	0	0	0	0	0	0		-
d)Bank/FI	0	0	0	0	0	0	0	0		-
e)Any Other	0	0	0	0	0	0	0	0		-
Sub-Total (A)(2)	0	0	0	0	0	0	0	0		-
Total shareholdin g of Promoter (A) (A)(1) + (A)(2)	21,01,200	3,69,500	24,70,700	58.83	21,01,200	3,69,500	24,70,700	58.83		0.00
			B. Public Shareholding
1. Institutions
a)Mutual Funds	0	4800	4800	0.11	0	4800	4800	0.11	0
b)Bank/FI	0	300	300	0.01	0	300	300	0.01	0
c)Central Govt.	0	0	0	0	0	0	0	0	-
d)State Govt(s).	0	0	0	0	0	0	0	0	-
e) Venture Capital Funds	0	0	0	0	0	0	0	0	-
f) Insurance Companies	0	0	0	0	0	0	0	0	-

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g)FIIs	0	0	0	0	0	0	0	0	0	-
h) Foreign Venture Capital Funds	0	0	0	0		0	0	0	0	-
i)Others (specify)	0	0	0	0		0	0	0	0	-
Sub-Total (B)(1)	0	5100	5100	0.12		0	5100	5100	0.12	0
2. Non- Institutions
a) Bodies Corp.
i)Indian	34,200	1,51,500	1,85,700	4.42		8000	1,52,900	1,60,900	3.83	(0.59)
a) Overseas	0	0	0	0		0	0	0	0	-
b) Individuals	0	0	0	0		0	0	0	0	-
i)Individual shareholde rs holding nominal share capital uptoRs. 2 lakh	2,07,600	9,13,300	11,20,900	26.69		2,01,200	9,10,100	11,11,300	26.46	(0.23)
ii)Individua l shareholde rs holding nominal share capital in excess of Rs. 2 lakh	1,26,600	35000	1,61,600	3.85		1,58,700	35,000	1,93,700	4.61	0.76
b) Others (specify)
HUF	11,100	0	11,100	0.26		13,000	0	13,000	0.31	0.05
CLEARING MEMBER	0	0	0	0		0	0	0	0	0
OFFICE BEARERS	0	11,700	11,700	0.28		0	11,700	11,700	0.28	0
NON- RESIDENT INDIANS (REPAT & NON- REPAT)	4000	2,29,200	2,33,200	5.55		4400	2,29,200	2,33,600	5.56	0.01
Total Public shareholdin g (B) (B)(1) +(B)(2)	3,83,500	13,45,800	17,29,300	41.17		3,85,300	13,44,000	17,29,300	41.17	0
		C. Shares held by Custodian for GDRs & ADRs
					NIL
Grand Total (A+B+C)	24,72,800	17,27,200	42,00,000		100	24,86,500	17,13,500	42,00,000	100	_

40

(iii) Shareholding of Promoters:

Sr. No.	Sharehold er’s Name	Shareholding at the beginning of the year 1st April, 2020	Shareholding at the beginning of the year 1st April, 2020	Shareholding at the beginning of the year 1st April, 2020	Shareholding at the end of the year 31st March, 2021	Shareholding at the end of the year 31st March, 2021	Shareholding at the end of the year 31st March, 2021	% change in shareholding during the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumb ered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbe red to total shares
1	Ashok S Maheshwari	2600	0.06	-	2600	0.06	-	-
2	Beena P Roongta	12800	0.3	-	12800	0.3	-	-
3	Bhavesh Hasmukhlal Mehta	5000	0.12	-	5000	0.12	-	-
4	Bindu devi Lath	100	0	-	100	0	-	-
5	Chandra Kumar KJain	5000	0.12	-	5000	0.12	-	-
6	Chandraprakash Singhania	700	0.02	-	700	0.02	-	-
7	Deepak Lath	300	0.01	-	300	0.01	-	-
8	Eske Tex India Pvt Ltd	128200	3.05	-	128200	3.05	-	-
9	Jagadish Kumar Sanwalka	3200	0.05	-	3200	0.05	-	-
10	Jugal Kishor Tela	1500	0.04	-	1500	0.04	-	-
11	Jyoti Lath	300	0.01	-	300	0.01	-	-
12	Kamal Kumar Choudhary	4400	0.1	-	4400	0.1	-	-
13	Kamaluddin Essabhai Vastani	4400	0.1	-	4400	0.1	-	-
14	Laxmikant Lath	235600	5.61	-	235600	5.61	-	-
15	LeenaJSalot	10000	0.24	-	10000	0.24	-	-
16	Mahesh Tibrewal	200	0	-	200	0	-	-
17	Pradeep Roongta	13600	0.32	-	13600	0.32	-	-
18	Prakash Raichand Shah	5000	0.12	-	5000	0.12	-	-
19	Preeti Lath	400	0.01	-	400	0.01	-	-

41

20	Pushpadevi J Sanwalka	1500	0.04	-	1500	0.04	-	-
21	Raj Jaisingh	4400	0.1	-	4400	0.1	-	-
22	Rajshree Fiscal Services Ltd	317500	7.56	-	317500	7.56	-	-
23	Ramashankar Lath	9600	0.23	-	9600	0.23	-	-
24	Saroj Vinod Lath	335200	7.98	-	335200	7.98	-	-
25	Sunil Exim Pvt Ltd	344900	8.21	-	344900	8.21	-	-
26	Sunil Fabrics Pvt Ltd	161000	3.83	-	161000	3.83	-	-
27	Sunil Prints Pvt Ltd	204400	4.87	-	204400	4.87	-	-
28	Sunil Synthetics Pvt Ltd	136100	3.24	-	136100	3.24	-	-
29	VandanaLax mikant Lath	119200	2.84	-	119200	2.84	-	-
30	Vinod Dharnidharka	1000	0.02	-	1000	0.02	-	-
31	Vinod Gajanand Lath	322200	7.67	-	322200	7.67	-	-
32	Vinod Gajanand Lath HUF	80400	1.91	-	80400	1.91	-	-
		2470700	58.83	-	2470700	58.83	-	-

(iv) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.		Shareholding at the beginning of the year (1st April, 2020)	Shareholding at the beginning of the year (1st April, 2020)	Cumulative Shareholding during the year (31st March, 2021)	Cumulative Shareholding during the year (31st March, 2021)
		No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
No Change in Promoters Shareholding during the year

42

(v) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr No.		Shareholding at the beginning of the year - 2020	Shareholding at the beginning of the year - 2020	Transactions during the year	Transactions during the year	Cumulative Shareholding at the end of the year - 2021	Cumulative Shareholding at the end of the year - 2021
	Name & Type of Transaction	NO.OF SHARES HELD	% OF TOTAL SHARES OF THE COMPANY	DATE OF TRANSACTION	NO. OF SHARES	NO OF SHARES HELD	% OF TOTAL SHARES OF THE COMPANY
1	MAHENDRA GIRDHARILAL	53700	1.2786			53700	1.2786
	TRANSFER			10Apr 2020	300	54000	1.2857
	TRANSFER			17Apr 2020	200	54200	1.2905
	TRANSFER			15May2020	100	54300	1.2929
	TRANSFER			22 May2020	100	54400	1.2952
	TRANSFER			05 Jun 2020	100	54500	1.2976
	TRANSFER			12Jun 2020	500	55000	1.3095
	TRANSFER			19 Jun 2020	400	55400	1.3190
	TRANSFER			26 Jun 2020	100	55500	1.3214
	TRANSFER			03 Jul 2020	500	56000	1.3333
	TRANSFER			10 Jul 2020	400	56400	1.3429
	TRANSFER			17 Jul 2020	1600	58000	1.3810
	TRANSFER			24Jul 2020	900	58900	1.4024
	TRANSFER			07Aug2020	700	59600	1.4190
	TRANSFER			14 Aug2020	1200	60800	1.4476
	TRANSFER			21 Aug2020	16700	77500	1.8452
	TRANSFER			04Sep2020	1000	78500	1.8690
	TRANSFER			11Sep2020	4200	82700	1.9690
	TRANSFER			16 Oct2020	400	83100	1.9786
	TRANSFER			23 Oct2020	100	83200	1.9810
	TRANSFER			06Nov2020	100	83300	1.9833
	TRANSFER			13Nov2020	600	83900	1.9976
	TRANSFER			27Nov2020	200	84100	2.0024
	TRANSFER			18Dec2020	100	84200	2.0048
	TRANSFER			25Dec2020	1100	85300	2.0310
	TRANSFER			31 Dec2020	300	85600	2.0381
	TRANSFER			08 Jan 2021	100	85700	2.0405
	TRANSFER			19Feb2021	100	85800	2.0429
	AT THE END OF THE YEAR					85,800	2.0429
2	DHEERAJ KUMAR LOHIA	38900	0.9262	-	-	38900	0.9262
	AT THE END OF THE YEAR					38900	0.9262
3	ASHOK S. MAHESHWARI	36600	0.8714			36600	0.8714
	AT THE END OF THE YEAR					36600	0.8714
4	MITA D DOSHI	35000	0.8333			35000	0.8333

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	AT THE END OF THE YEAR					35000	0.8333
5	MONOTONA SECURITIESTD	35000	0.8333			35000	0.8333
	AT THE END OF THE YEAR					35000	0.8333
6	SHELL SECURITIESLTD	34900	0.831			34900	0.831
	AT THE END OF THE YEAR					34900	0.831
7	RAJKAUSHIK	32500	0.7738			32500	0.7738
	AT THE END OF THE YEAR					32500	0.7738
8	PAWAN KAUSHIK	32500	0.7738			32500	0.7738
	AT THE END OF THE YEAR					32500	0.7738
9	KRISHNAMURTHY VAIDYANATHAN	30500	0.7262			30500	0.7262
	AT THE END OF THE YEAR					30500	0.7262
10	SANJAY KUMAR KHANDELWAL	20000	0.4762			20000	0.4762
	AT THE END OF THE YEAR					20000	0.4762

(vi) Shareholding of Directors and Key Managerial Personnel:

Sr. No.		Shareholding at the beginning of theyear		Shareholding at the end of the year
	Name of the Director /KMP	No. of Shares	% of total Shares of the company	No. of Shares	% of total Shares of the company
1.	Vinod Lath	322200	7.66	322200	7.66
2.	PradeepRoongta	13600	0.32	13600	0.32
3.	Ramesh Khanna	Nil	Nil	Nil	Nil
4.	Rohit Gadia	Nil	Nil	Nil	Nil
5.	Rajesh Tibrewal	Nil	Nil	Nil	Nil
6.	Shruti Saraf	Nil	Nil	Nil	Nil
7.	Saurabh Sahu (Company Secretary )	Nil	Nil	Nil	Nil

V. INDEBTEDNESS (Indebtedness of the Company including interest outstanding/accrued but not due for payment):

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the Financial Year
i) Principal Amount	144982773	140087205	-	285069978

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ii) Interest due but not paid	-	9483048	-	9483048
iii) Interest accrued but not due	145471	-	-	145471
Total (i+ii+iii)	145128244	149570253	-	294698497
Change in Indebtedness during the financial year
Addition	-	17683802	-	17683802
Reduction	(442409)	-	-	(442409)
Net Change	(442409)	17683802	-	17241393
Indebtedness at the end of the financial year
i) Principal Amount	144595144	156883699	-	301478843
ii) Interest due but not paid	-	10370356	-	10370356
iii) Interest accrued but not	90691	-	-	90691
~~d e~~ Total (i+ii+iii)	144685835	167254055	-	311939890

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. No.		Particulars of Remuneration	Name of MD/WTD/Manager	Name of MD/WTD/Manager	Name of MD/WTD/Manager	Total Amount
			Vinod Lath- (Managing Director)	Pradeep Roongta- (Whole Time Director & CFO)	Ramesh Khanna- (Whole Time Director)
1.		Gross Salary
		Salary as per provisions contained in section 17(1)of the Income Tax Act	12,00,000	12,00,000	5,18,654	29,18,654
		Value of perquisites u/s 17(2) Income Tax Act,1961	0	0	0	0
		Profits in lieu of salary under Section 17(3)	0	0	0	0

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		Income Tax Act, 1961
2.		Stock Option	0	0	0	0
3.		Sweat Equity	0	0	0	0
4.		Commission - As % of Profit -Others, specify	0	0	0	0
5.		Others, please specify	0	0	0	0
		Total	12,00,000	12,00,000	10,64,280	29,18,654
		Ceiling as per the Act	NA	NA	NA	NA

B. Remuneration to Other Key Managerial Personnel:

Sr. No.		Particulars of Remuneration	Name of other Key Managerial Personnel	Total Amount
			Mr. Saurabh Sahu (Company Secretary)
1.		Gross Salary
		Salary as per provisions contained in section 17(1) of the Income Tax Act	2,27,400/-	2,27,400/-
		Value of perquisites u/s 17(2) Income Tax Act,1961	0	0
		Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	0	0
2.		Stock Option	0	0
3.		Sweat Equity	0	0
4.		Commission - As % of Profit -Others, specify	0	0
5.		Others, please specify	0	0
		Total	**2,27,400/- **	**2,27,400/- **
		Ceiling as per the Act		NA

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C. Remuneration of other Directors:

Sr. No.	Particulars of Remuneration	Names of other Directors	Names of other Directors	Names of other Directors	Total Amount
		Rohit Gadia (Independent Director)	Rajesh Tibrewal (Independent Director)	Shruti Saraf (Independent Woman Director)
	Independent Directors	0	0	0	0
	Fee for attending board committee meetings	0	0	0	0
	Commission	0	0	0	0
	Others, please specify	0	0	0	0
	Total Remuneration	0	0	0	0
	Overall Ceiling as per the Act	N.A.	N.A.	N.A.	N.A.

VI. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of Penalty/Punishment /Compounding fees imposed	Authority [RD/NCLT/COURT]	Appeal, if any (give details)
A. COMPANY
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding*	203	For Non- Appointm ent of Company Secretary	Rs. 1,00,000/-(One Lakh)	RD, Western Region	NA
B. DIRECTORS
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding*	203	For Non- Appointme nt of Company Secretary	Rs. 4,01,700/-( Four Lakh One Thousand Seven Hundred) (i.e 1,33,900/- each for 3 Directors)	RD, Western Region	NA
C. OTHER OFFICERS IN DEFAULT
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

47

*** The Company along with its 3 Directors has paid aggregate Compounding fees of Rs. 5,01,700 ( Five Lakh One Thousand Seven Hundred) on 27.08.2020 for violation of Section 203 of the act towards non- appointment of Company Secretary.**

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR& CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI

48

ANNEXURE D TO DIRECTORS REPORT

Form No. MR-3

FOR FINANCIAL YEAR ENDED ON 31[ST ] MARCH, 2021 .

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

To,

The Members, Sunil Industries Limited

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

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31[st] March, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers and minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31[st ] March 2021, to the extent applicable provisions of:

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

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

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

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

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

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

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

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

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

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

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

49

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

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

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

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

1. The Company has not Dematerialized 100 % of Shareholding of Promoter and Promoter Group as per Regulation 31 (2) of Listing Obligation and Disclosure requirements, Regulations 2015.

We further report that :

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

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

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

We further report that during the audit period:

1. The Annual General Meeting of the Company for the financial year ended 31[st] March, 2020 was held on 28[th] September, 2020 through Video Conferencing / Other Audio Visual means in view of outbreak of the COVID-19 pandemic and the relevant MCA and SEBI circulars.

2. The Company has ratified payment of remuneration payable to Cost Auditors for FY 2020-2021 at the Annual General Meeting of the Company held on 28[th] September, 2020.

3. The Company has ratified payment of remuneration payable to Statutory Auditors for FY 202021 at the Annual General Meeting of the Company held on 28[th] September, 2020.

4. On the Recommendation of the Nomination and remuneration Committee, the Board of Directors at their meeting held on 13[th] February, 2021 reappointed Ms. Shruti Saraf (DIN 07521927) as Independent Woman Director of the Company for a second Consecutive term of 5 years with effect from 27th May, 2021 to 26th May, 2026 subject to approval by the Shareholders of the company.

50

1. The Company has paid Penalty of Rs. 1,08,560/- and Rs. 53,100/- as imposed by SEBI for violation of Reg. 6 of SEBI LODR Regulations, 2015 towards non- appointment of Company Secretary cum Compliance officer. The Company along with its 3 Directors i.e Mr. Vinod Lath, Mr. Pradeep Roongta and Mr. Ramesh Khanna has paid aggregate Compounding fees as imposed by Honarable Regional Director, Western Region, of Rs. 5,01,700 (Five Lakh One Thousand Seven Hundred) on 27.08.2020 for violation of Section 203 of the act towards non‐ appointment of Company Secretary. however the Company has made the default good by appointment of Company Secretary and Compliance officer.

Place: Mumbai.

For HS Associates Company Secretaries

Date: 30[th] August, 2021

ICSI UDIN: A005941C000842139

Sd/ Prakash D Naringrekar Partner ACS No.: 5941 CP No.: 18955

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

51

Annexure I

To,

The Members, Sunil Industries Limited

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

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

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

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

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

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

6. This report is based on the data received from the Company partially through electronic mode as Physical verification of the data and corresponding documents could not be accessed during the course of Audit due to COVID-19 pandemic and restrictions imposed by the Maharashtra Government and local authorities.

Place: Mumbai.

For HS Associates Company Secretaries

Date: 30[th] August, 2021 ICSI UDIN: A005941C000842139

Sd/ Prakash D Naringrekar Partner ACS No.: 5941 CP No.: 18955

52

Annexure - 2

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

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

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

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

4. Pollution Prevention and Control Act 1999.

Place: Mumbai.

For HS Associates Company Secretaries

Date: 30[th] August, 2021

ICSI UDIN: A005941C000842139

Sd/ Prakash D Naringrekar Partner ACS No.: 5941 CP No.: 18955

53

ANNEXURE E TO THE DIRECTORS REPORT

CORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

The Corporate Governance regulations were issued by Security and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015 (with effect from 1st December, 2015) and as amended from time to time. The same has been implemented by the Company.

The Company believes in maximum utilization of resources at minimum cost and attaining maximum long-term shareholders value.

2. BOARD OF DIRECTORS:

a) Composition and Category of Board of Directors:

• The Board of the Company comprised of 6 (Six) Directors as on March 31, 2021 out of which 1 (One) is Managing Director, 2 (Two) are Whole Time Directors, 2 (Two) are Independent Non-Executive Directors and 1 (One) Women Non-Executive Independent Director of the Company.

• There isn’t any Nominee Director or Institutional Directors appointed in the Company.

• None of Directors has pecuniary or business relationship with the Company other than as mentioned elsewhere in Annual Report. No Director of the Company is either member in more than 10 (Ten) committees and/or Chairman of more than 5 (Five) committees across all Companies in which he or she is a Director.

b) Details of attendance of each director at the meeting of the board of Directors and the last Annual General Meeting:

The following table gives the attendance of the Directors at Board Meetings of the Company and also other Directorship other than the Company and Chairmanship/Membership in Board Committees of public limited companies:

Sr. No.	Name of Director	Category	Board Meetings Attended	Attendance at Last AGM	No.* of other Directorship**	No. of Other Committee Membership/ chairmanship in other Companies
1.	Mr. Vinod Lath	Chairman & Managing Director	30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021.	Yes	Nil	Nil
2.	Mr. Pradeep Roongta	Whole Time Director	30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021.	Yes	Nil	Nil

54

3.	Mr. Ramesh Khanna	Whole Time Director	30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021.	Yes	Nil	Nil
4.	Mr. Rajesh Tibrewal	Independent and Non- Executive Directors	30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021.	Yes	Nil	Nil
5.	Mr. Rohit Gadia	Independent and Non- Executive Directors	30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021.	Yes	2	Nil
6.	Ms. Shruti Saraf	Woman Independent Non- Executive Director	30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021.	Yes	Nil	Nil

• Directorship only of public limited company is considered

c) Number of other board of directors or committees in which a Directors is a member or Chairperson

Sr. No.	Name of Director	No. of other* Directorship**	No. of Other Committee Membership in other Companies	No. of Other Committee Chairmanship in other Companies
1.	Mr. Vinod Lath	Nil	Nil	Nil
2.	Mr. Pradeep Roongta	Nil	Nil	Nil
3.	Mr. Ramesh Khanna	Nil	Nil	Nil
4.	Mr. Rajesh Tibrewal	Nil	Nil	Nil
5.	Mr. Rohit Gadia	2	Nil	Nil
6.	Ms. Shruti Saraf	Nil	Nil	Nil

d) Number of meetings of the board of directors held and dates on which held:

• During the year, there were in total 6 (Six) Board Meetings were held. The time gap between the two meetings was not more than 120 days. All the information required to be furnished to the Board was made available to them along with detailed Agenda notices.

55

• The dates on which the Board Meetings were held are as follows 30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, and 13.02.2021.

e) Disclosure of Relationships between Directors Inter-se:

• Mr. Vinod Lath is the Managing Director & Chairman and is related to Mr. Pradeep Roongta being a relative as per Companies Act, 2013.

• Mr. Pradeep Roongta is the CFO & Whole-time Director and is related to Mr. Vinod Lath being a relative as per Companies Act, 2013.

• Mr. Ramesh Khanna is a Whole-time Director and is not related to any of the other Members of the Board of Directors.

• Mr. Rohit Gadia is a Non-Executive Independent Director and is not related to any of the other Members of the Board of Directors.

• Mr. Rajesh Tibrewal is a Non-Executive Independent Director and is not related to any of the other Members of the Board of Directors.

• Ms. Shruti Saraf is a Non-Executive Independent Woman Director and is not related to any of the other Members of the Board of Directors.

f) Number of shares and convertible instruments held by Non executive Directors;

Sr. No.	Name of the Non-Executive Director	No. of Shares held	No. of convertible instruments held
1.	Rajesh Tibrewal	Nil	Nil
2.	Shruti Saraf	Nil	Nil
3.	Mr. Rohit Gadia	Nil	Nil

g) Details of Familiarization programmed imparted to Independent Directors for FY 2020-2021:

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Managing Director & CEO, Executive Committee Members and other Functional Heads on the Company’s manufacturing, marketing, finance and other important aspects. The program also includes visit to the plant to familiarize them with all facets of textile manufacturing. The details of familiarization program imparted for FY 2020-2021 can be accessed from the website: www.sunilgroup.com

h) The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of the Company which are currently available with the Board:

Business Management	Understanding of business dynamics, during various market conditions, industry verticals and regulatory jurisdictions and applying the same in organising,planningand analysingcompany’s business operation.
Strategy, Leading and Planning	Setting priorities, focusing resources and motivating employees towards achievement of commongoal and objective of the organisation.
Corporate Governance	Developing good corporate governance practices that impacts all aspects of the organisation linked to transparency, accountability and trust, which serve the best interests of all stakeholders and strike a right balance between board and management accountability.

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In the table below, the areas of core competencies, skills and attributes of Individual Directors have been highlighted

Sr. No.	Name of Director	Business Management	Strategy, Leading and Planning	Corporate Governance
1.	Mr. Vinod Lath	Yes	Yes	Yes
2.	Mr. Pradeep Roongta	Yes	Yes	-
3.	Mr. Ramesh Khanna	Yes	-	Yes
4.	Mr. Rajesh Tibrewal	Yes	Yes	Yes
5.	Mr. Rohit Gadia	Yes	-	Yes
6.	Ms. Shruti Saraf	Yes	-	Yes

i) Confirmation that in the opinion of the board, the independent directors fulfil the conditions specified in these regulations and are independent of the management.

The Board confirms that the Independent Directors of the Company fulfil the conditions specified in SEBI LODR regulations,2015 and the Companies Act, 2013 and are independent of the management. Further there has been no resignation of an Independent Director before the expiry of his tenure during the Financial Year 2020-2021.

3. Audit Committee:

a) Brief Description of Terms of Reference:

Broad terms of reference of the Audit Committee are as per following:

• 1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• 2) Recommending the appointment, remuneration and terms of appointment of auditors of the company.

• 3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• 4) Reviewing, with the management the annual financial statements and the auditor’s report thereon, before submission to the board for approval, with particular reference to:

• a. Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.

• b. Changes, if any, in accounting policies and practices and reasons for the same.

• c. Major accounting entries based on exercise of judgment by management.

• d. Significant adjustments made in the financial statements arising out of audit findings.

• e. Compliance with listing and other legal requirements relating to financial statements.

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• f. Disclosure of any related party transactions.

• g. Modified opinion(s) in the draft audit report.

• 5) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

• 6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter.

• 7) Review and monitor the auditors’ independence and performance, and effectiveness of audit process.

• 8) Approval or any subsequent modification of transactions of the company with related parties

• 9) Scrutiny of inter-corporate loans and investments.

• 10) Valuation of undertakings or assets of the company, wherever it is necessary;

• 11) Evaluation of internal financial controls and risk management systems;

• 12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• 13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

• 14) Discussion with internal auditors of any significant findings and follow up there on.

• 15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

• 16) Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• 17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• 18) To review the functioning of the Whistle Blower mechanism.

• 19) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

• 20) To review report submitted by Monitoring Agency informing material deviations in the utilization of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable.

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• 21) Carrying out any other function as is mentioned in the terms of reference of the Audit committee.

b) Composition, Name of Members and Chairperson:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 Listing Obligation and Disclosure Requirement, 2015. The Audit Committee comprises of 3 Non-Executive Independent Directors and 1 Executive Director.

The Audit Committee met Six (6) times in financial year 2020-2021 viz: 30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020, 13.02.2021 . The necessary quorum was present in the said meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on 28[th ] September, 2019. The composition of the Committee during the year 2020-2021 and the details of meetings held and attended by the Directors are as under:

ectors are as under:
Mr. Rajesh Tibrewal	Chairman
Mr. Rohit Gadia	Member
Ms. Shruti Saraf	Member
Mr. Pradeep Roongta	Member

Mr. Saurabh Sahu, Company Secretary is the secretary to the Audit Committee.

c) Meetings and Attendance during the year:

The Audit Committee has held 6 (Six) meetings during the year and attendance of the meetings is given below:

The Audit Committee met 6 (Six) times in Financial Year 2020-2021 viz 30.05.2020, 30.07.2020, 20.08.2020, 28.08.2020, 10.11.2020 and 13.02.2021.

Name of Director	Category of Directorship	No. of Committee Meetings attended
Mr. Rajesh Tibrewal	Independent Director	6
Mr. Rohit Gadia	Independent Director	6
MS. Shruti Saraf	Independent Director	6
Mr. Pradeep Roongta	Whole-Time Director	6

4. Nomination & Remuneration Committee:

a)

Brief Description of Terms of Reference:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178(3) and (4) of the Companies Act, 2013 read with Regulation 19 Security and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015. Nomination and Remuneration Committee comprises of 3 Non-Executive Independent Directors.

The Nomination and Remuneration Committee met (2) Two times during the year 2020-2021. The necessary quorum was present in the said meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on 28[th] September, 2020. The Committee comprises of 3 Non-Executive Independent Directors.

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ROLE OF NOMINATION AND REMUNERATION COMMITTEE , inter-alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

3. Devising a policy on diversity of board of directors;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;

6. Criteria for evaluation of performance of independent directors and the board of directors and the Chairman of the Company;

7. Nomination and Remuneration Committee shall carry out evaluation of every director’s performance.

b) Composition, Name of Members and Chairperson:

The composition of the Nomination and Remuneration Committee during the Financial Year 2020-2021 is as follows:

Name of the Director	Category
Mr. Rajesh Tibrewal	Chairman
Mr. Rohit Gadia	Member
Ms. Shruti Saraf	Member

Mr. Saurabh Sahu, Company Secretary is the secretary to the Committee.

c) Meeting and Attendance during the year:

The Nomination and Remuneration Committee has held 2 (Two) meetings viz 28.08.2020; and 13.02.2021 during the year. The attendance of the meetings is given below.

Name of Director	Category of Directorship	No. of Committee Meetings attended
Mr. Rajesh Tibrewal	Non-executive Independent Director	2
Mr. Rohit Gadia	Non-executive Independent Director	2
Ms. Shruti Saraf	Non-executive Independent Director	2

d)

Performance Evaluation Criteria for Independent Directors:

• Guidelines regarding appointment of directors: The Nomination & Remuneration Committee have approved a Policy for the Selection, Appointment and Remuneration of Directors. In line with the said Policy, the Committee facilitate the Board in identification and selection of the Directors who shall be of high integrity with relevant expertise and experience so as to have well diverse Board.

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Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the provisions of the law and the retirement policy laid down by the Board from time-to-time. The Managing Director and all the Non-Executive Directors (except Independent Directors) are liable to retire by rotation unless otherwise specifically provided under the Articles of Association or under any statute. As required under Regulation 46(2)(b) of the Listing Obligation and Disclosure Requirements, Regulations, 2015 the Company has issued formal letters of appointment to the Independent Directors. The terms & conditions of appointment of their appointment are posted on the Company’s website and can be accessed at www.sunilgroup.com.

• Membership term: As per the Articles of Association of the Company, at least two-thirds of the Board of Directors should be retiring Directors. One-third of these Directors are required to retire every year and if eligible, the retiring Directors qualify for re-appointment.

• Meeting of Independent Directors: The Company’s Independent Directors met on 13th February 2021 without the presence of the Managing Director & CEO, Non-Independent Directors and the Management Team. The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company

• Succession policy: The Board constantly evaluates the contribution of its members and recommends to shareholders their re-appointment periodically as per the statute. Executive Directors are appointed by the shareholders for a maximum period of Five years of one term, but are eligible for re-appointment upon completion of their term. Non-Independent, NonExecutive Directors do not have any term, but retire by rotation as per the law.

• Performance Evaluation Criteria of Independent Directors: During the year, the Board adopted a formal mechanism for evaluating its performance and effectiveness as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues, quality of contribution to Board deliberations, commitment to shareholders and other stakeholder interests etc.

• Code of Conduct: The Board of Directors has adopted the code of conduct for the directors and senior management and the same has been placed on the company’s website http://www.sunilgroup.com. All board members and senior management personnel have affirmed compliance with the code of conduct for the period under review. A declaration to that effect signed by the Managing Director is attached and forms part of the Annual Report of the Company.

5. Remuneration to Directors:

a)

Pecuniary relationship or transactions of the non-executive Directors:

There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company which has Potential conflict with the interests of the Company at large.

b) Criteria of making payments to non-executive Directors:

The Nomination and Remuneration Policy devised in accordance with Section 178 (3) and (4) of the Companies Act, 2013 is available at the website of the Company:

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http://www.sunilgroup.com. Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under Listing Obligation and Disclosure Requirement, 2015 have been provided in the said policy and Nomination and remuneration policy adheres to the terms and conditions of the policy while approving the remuneration payable.

c) Disclosures with respect to remuneration:

i. Details of Remuneration Paid to the Directors:

The remuneration of the managing director and executive director is recommended by the Remuneration Committee, then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.

Details of remuneration paid to Executive Directors:

Name of Director	Mr. Vinod Lath	Mr. Pradeep Roongta	Mr. Ramesh Khanna
Designation	Managing Director	Chief Financial Officer & Whole Time Director	Whole Time Director
Salary	Rs. 12,00,000	Rs. 12,00,000	Rs. 5,18,654
Performance bonus	--	--	--
Provident Fund & Gratuity Fund	--	--	--
Stock Option	--	--	--

Details of remuneration paid to Non-Executive Directors:

Name Sitting fees Remuneration No. of Equity shares Commission Non-Convertible Instruments Stock Option	Mr. Rajesh Tibrewal	Mr. Rohit Gadia	Ms. Shruti Saraf
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil
	Nil	Nil	Nil

ii. Directors are not provided with any performance linked incentives, along with the performance linked criteria.

iii. None of the Directors have Services Contracts, apart from agreements made towards their appointment as Whole-time Directors/ Managing Director. The notice period for Resignation is 30 days however due to certain inadvertent or significant unavoidable circumstances notice of Resignation can be served and accepted without the mandatory period of 30 days.

• iv. The company has not issued any Stock Options either to its Directors or to its Employees.

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6. Stakeholder’s Relationship Committee:

The Stakeholders’ Relationship Committee of the Company is constituted in line with the provisions of Section 178(5) of the Companies Act, 2013 read with Regulation 20 Security and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015. Stakeholders’ Relationship Committee of 2 Non-Executive Independent Directors, one executive Director and one Managing Director/ Compliance Officer.

The Committee periodically reviews the status of Stakeholders’ Grievances and Redressal of the same. The Committee met (5) Five times in FY 2020 2021 - viz: 30.05.2020; 30.07.2020; 28.08.2020; 10.11.2020 and 13.02.2021. The composition of the Committee during financial year 2020-2021 and the details of meetings held and attended by the Directors are as under:

The Stakeholder Relationship Committee has been constituted with 4 members. The committee consists of three Non-Executive Independent Directors. The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters.

Following are the members of the Committee.

Mr. Rajesh Tibrewal	Chairman
Mr. Rohit Gadia	Member
Mr. Ramesh Kanna	Member

Mr. Saurabh Sahu, Company Secretary is the secretary to the Committee.

Meeting and Attendance during the year:

The Stakeholder’s Relationship Committee has (5) Five times in FY 2020-2021 - viz: 30.05.2020; 30.07.2020; 28.08.2020; 10.11.2020 and 13.02.2021. The attendance of the meetings is given below.

Name of Director	Category of Directorship	No. of Committee Meetings attended
Mr. Rajesh Tibrewal	Non-executive Independent Director	5
Mr. Rohit Gadia	Non-executive Independent Director	5
Mr. Ramesh Kanna	Whole – Time Director	5
Mr. Vinod Lath	ManagingDirector	5

a) Name of Non-Executive Director heading the committee:

Mr. Rajesh Tibrewal, the Chairman and Independent Non-Executive Directoris the head of the committee.

b) Name and Designation of Compliance Officer:

Mr. Saurabh Sahu, who is Company Secretary is also the Compliance Officer of the Company.

c) Number of Shareholder’s Complaints received so far:

The company received ( Nil) complaints from Shareholders during the Financial Year 2020-2021.

d) Number unsolved to the satisfaction of shareholders:

There were no unsolved complaints to the satisfaction of shareholders.

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e) Number of Pending Complaints:

There were no Shareholder Complaints .

7. General Body Meetings:

a) Details of last 3 (Three) Annual General Meetings and whether any Special Resolutions were passed in those three Annual General Meeting are given below :

Financial Year	Date	Ti me	Location	Special Resolution(s)
2017-2018	27.09.2018	11.00 am	D-8, MIDC, Manpada Road, Dombivli (E), Thane – 421 201	1. Approval of Maximum Amount for creation of charge on the Assets and to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking in excess of limits specified under Section 180 (1) (A) of Companies Act, 2013. 2. Approval for increase in borrowing limits in excess of limits specified under Section 180 (1) (c) of Companies Act, 2013. 3. Approval for making investment (s), loans, guarantees and security in excess of limits specified under Section 186 of Companies Act, 2013.
2018-2019	28.09.2019	11.00 am	D-8, MIDC, Manpada Road, Dombivli (E), Thane – 421 201	1. Re-Appointment of Rohit Gadia as an Independent Director 2. Alteration of Memorandum of Association as per the provisions of the Companies Act, 2013 3.Re-Appointment of Vinod Lath as Managing Director and approval for payment of remuneration

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				4. Re-Appointment of Pradeep Roongta as Whole Time Director and Chief Financial officer and approval for payment of remuneration. 5. Re-appointment of Ramesh Khanna as Whole Time Director and approval for payment of remuneration.
2019-2020	28.09.2020	11.00 am	Through video conferencing or other audio visual means.	NIL

• b) There were no Special/Ordinary resolutions passed during last year through Postal Ballot nor does the Company thus far has any plan to conduct postal Ballot and hence is not required to produce Procedure of Postal Ballot.

8. MEANS OF COMMUNICATION:

a) Yearly/Quarterly Results:

The yearly/quarterly results are duly reviewed by the Audit Committee and subsequently approved by the Board of Directors of the Company and the same have been submitted to BSE in due course of time. The Company has its website named as www.sunilgroup.com.

b) Newspapers where Yearly/Quarterly Results are Published:

The Yearly/Quarterly results are published in one English language newspaper being the Free PressJournal and one Marathi language newspaper being Navshakti.

c) Website where Yearly/Quarterly Results are Published:

The Yearly/Quarterly results are duly hosted on the Website of the Company at www.sunilgroup.com and is easily accessible in public domain at the Website of BSE Limited at http://www.bseindia.com/stock-share-price/sunil-industries-ltd/suniltx/521232/. he results and other mandatory information about the Company is hosted at the website of the Company at www.sunilgroup.com. The website contains details as required under LODR, 2015 and Companies Act, 2013.

d) News Releases and Presentations made to Institutional Investors or to the Analysts:

The company has not made any official news releases nor it has made any presentations made to Institutional Investors or to the analysts hence the same are not disclosed to BSE or on the website of the Company.

9. GENERAL SHAREHOLDERS INFORMATION:

a) Annual General Meeting Date, Time and Venue:

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The 45[th ] Annual General Meeting is scheduled to be held on Tuesday, the 28[th] day of September, 2021 at 4 .00 pm through Vidoe Conferencing or Other Audio Visual Means(OAVM).

b) Financial Year:

The Financial year of the company is from April to March. The financial calendar is as per following.

First Quarter Results (30th June)	Onorbefore14thAugust,2021
AnnualGeneral Meeting	Onorbefore 30th September,2021
Second Quarter Results (30thSeptember)	Onorbefore14thNovember,2021.
Third Quarter Results (31stDecember)	Onorbefore14thFebruary,2022
FourthQuarter/Annual Results	Onorbefore 31stMay,2022

c) Payment of Dividend:

The Board of Directors have not proposed any dividend for the Financial Year ended 31[st] March, 2021 with a view to conserve resources for a sustainable future.

d) Listing of Stock Exchange:

The company’s shares are listed at Bombay, Ahmedabad, Delhi and Calcutta Stock Exchanges out of which Bombay Stock Exchange is the only functional Stock Exchange and hence all the Listing Compliances including payment of Listing Fees are made to BSE Limited only.

The Company has paid listing fees up to 31[st] March, 2021 to the Bombay Stock Exchange (BSE Limited).

e)

BSE Stock Code:

Scrip Name: SUNIL INDUSTRIES LIMITED Scrip Code: 521232

f)

Market Price Data:

The Stock Market Price for the period April 2020 to the end of March 2021 at BSE is given hereunder:

Month		BSE
	High	Low	Volume of shares traded (Nos)
Apr-20	14.15	13.00	500
May-20	14.50	13.78	300
Jun-20	16.50	13.03	2600
Jul-20	16.70	15.00	4400
Aug-20	16.70	13.10	27600
Sep-20	16.74	14.44	5600
Oct-20	15.15	13.70	700
Nov-20	14.35	13.65	800
Dec-20	16.15	13.40	5300
Jan-21	16.06	12.00	3400
Feb-21	16.00	13.11	2100
Mar-21	13.60	12.00	9600

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g) Performance in comparison to broad-based indices of BSE:

Relative Performance of the Company’s Shares Price with BSE Sensex : Share Price of Sunil Industries Limited v/s BSE Sensex Index for the year 2020-2021:

Months	Sunil Industries Share Price (Rs.)	BSE Sensex (Rs.)
Apr-20	14.15	33,717.62
May-20	14.50	32,424.10
Jun-20	15.68	34,915.80
Jul-20	16.70	37,606.89
Aug-20	14.55	38,628.29
Sep-20	15.91	38,067.93
Oct-20	15.10	39,614.07
Nov-20	13.65	44,149.72
Dec-20	14.45	47,751.33
Jan-21	15.00	46,285.77
Feb-21	13.11	49,099.99
Mar-21	13.60	49,509.15

Chart

==> picture [432 x 253] intentionally omitted <==

----- Start of picture text -----

Relative Performance of the Company's Share
Price with BSE Sensex
60,000.00 18
16
50,000.00
14
40,000.00 12
10
30,000.00
8
20,000.00 6
4
10,000.00
2
0.00 0
BSE Sensex (Rs.) Sunil Industries Ltd Share Price (Rs.)
----- End of picture text -----

• h) The Securities of the Company are not suspended from trading and hence no explanation is provided.

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i) Registrars and Share Transfer Agents:

Address of Registrars and Share Transfer Agent is as follows: Link Intime India Private Limited .

Add.: C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083.

j) Share Transfer System:

The share transfer of securities in physical form are registered, duly transferred and dispatched within 30 days of the receipt, if the transfer documents are in order, and rejection are communicated within 15 days if the documents are not found in order. The share transfers are approved on fixed time interval by the persons authorized to do so by the Board. The shares in de-materialized form are processed and transferred within 15 days from receipt of dematerialization requests.

k) Distribution of shareholding as on 31[st] March, 2021

Shareholding of Shares	Shareholding of Shares	Number of Shareholders	% of Total Shareholders	No. of Shares	% of Total Shares
1	5000	6094	95.35	7586000	18.06
5,001	10,000	147	2.30	1237000	2.95
10,001	20,000	50	0.78	786000	1.87
20,001	30,000	20	0.31	516000	1.23
30,001	40,000	9	0.14	318000	0.76
40,001	50,000	22	0.34	1039000	2.47
50,001	1,00,000	15	0.23	1249000	2.97
Above 1,00,001		34	0.53	29269000	69.69
TOTAL		6391	100.00	4200000	100.00

l) Categories of Shareholders as on 31[st] March, 2021

Category	No. of Shares Held	% Shareholding
Corporate Bodies(Promoter Companies)	1292100	30.7643
Other Bodies Corporate	160900	3.831
Directors	368000	8.7619
Hindu Undivided Family	13000	0.3095
Mutual Fund	4800	0.1143
Non Nationalised Banks	300	0.0071
Non-Resident(Non Repatriable)	230600	5.4905
Non-Resident Indians	3000	0.0714
Office Bearers	11700	0.2786
Persons Actingin Concert	6200	0.1476
Public	1305000	31.0714
Promoters (excluding directors and their relatives)	291400	6.9381
Relative of Directors	513000	12.2143
TOTAL	4200000	100.00

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m) Dematerialization of securities and liquidity:

Names of depositories for dematerialization of equity shares are as under:

Name of depository	ISIN No.
National Securities Depository Ltd. Central Depository Services (India)Ltd.	INE124M01015 INE124M01015

As on 31[st] March, 2021, 59.20% of the Company’s total shares representing 24,86,500 shares were held in de-materialized form and the balance 40.80% representing 17,13,500 shares in paper form. The details are given below:

	**Type **	No. of Shares Held	% Shareholding
	De-materialized shares With N.S.D.L. With C.D.S.L.	12,64,095 12,22,405	30.10 29.10
	Total Demat shares Physical shares	24,86,500 17,13,500	59.20 40.80
	TOTAL	42,00,000	100.00%

• n) The Company does not have any outstanding Global Depository Receipts (GDR’s) or American Depository Receipts (ADR’s) or warrants or any convertible instruments as on date.

o) Commodity price risk or foreign exchange risk and hedging activities:

The Company does not have any Commodity Price Risk or Foreign Exchange Risk and hedging activities as the same are not applicable to the Company.

p) Plant locations:

The Company’s Plant is located as under.

• Spinning Unit:

• S. F. Mo. 324/1, Karungal Village, Anapatti Post, Vedasandur Taluk, Dist. Dindigul – 624 620

• Weaving Unit:

Plot No. 60-B, Parvati Industrial Area,

Kondigre Road, Near Gangajal Water Tank, Yadrav, Ichalkaranji

• Processing Unit:

D-8, MIDC, PHASE II,

• Manpada Road, Dombivli (E), Dist. Thane

q) Address for correspondence:

Shareholders of the company can send correspondence at company’s share & Transfer Agent’s Office or the Registered office of the company situated at following address:

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D-8, MIDC, Phase II, Manpada Road, Dombivli (East), Dist. Thane 421201

r) Credit ratings need not be obtained by the entity during the relevant financial year as the financials do not consists of any debt instruments or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.

10. Other Disclosures

a. Materially significant related party transactions:

There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management or their relatives or that had potential conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standard (AS 18) and AOC-2 have been made in the Annual Report. The Related Party Transactions Policy as approved by the Board is available on the Company’s website at www.sunilgroup.com.

b. Details of non-compliance:

The Company has complied with the necessary provisions of Listing Obligation and Disclosure Requirements, Regulations 2015 apart from Regulation 31(2) towards compulsory Demat holding of Promoters. The 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, 2015.

The Company has paid Penalty of Rs. 1,08,560/- and Rs. 53,100/- as imposed by SEBI for violation of Reg. 6 of SEBI LODR Regulations, 2015 towards non- appointment of Company Secretary cum Compliance officer. The Company along with its 3 Directors i.e Mr. Vinod Lath, Mr. Pradeep Roongta and Mr. Ramesh Khanna has paid aggregate Compounding fees as imposed by Honarable Regional Director, Western Region, of Rs. 5,01,700 (Five Lakh One Thousand Seven Hundred) on 27.08.2020 for violation of Section 203 of the act towards non‐ appointment of Company Secretary. however the Company has made the default good by appointment of Company Secretary and Compliance officer.

c. Details of establishment of Vigil Mechanism, Whistle Blower Policy and affirmation that no personnel have been denied access to the Chairman:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation27(2) of Security and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015., the Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Company also affirms that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at www.sunilgroup.com

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d. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:

The Company has complied with the mandatory requirements of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further the Company has also complied with the corporate governance requirements specified in Regulations 17 to 27 and the mandatory requirements under Schedule II and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company to the extent possible has adopted certain non-mandatory requirements as part of good corporate governance practice.

e. Web link where policy of determining ‘material’ Subsidiaries is disclosed:

The company does not have any subsidiary hence formation of material subsidiary policy is not applicable to the company.

f. Web link where policy on dealing with Related Party Transactions:

There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management or their relatives or that had potential conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standard (AS 18) and AOC-2 has been made in the Annual Report. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at www.sunilgroup.com.

g. Disclosure of commodity price risks and commodity hedging activities:

Disclosures are not required since the Company does not have a Commodity Price Risk or foreign exchange risk and hedging activities as the same are not applicable Company.

h. Details of utilization of funds raised through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32 (7A).

There hasn’t been any utilisation of funds through Preferential Allotment or Qualified Institutional Placement as per Regulation 32 (7A) in the Financial Year.

• i. Certificate from a Company Secretary in practice that none of the Directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

A certificate that none of the Directors on the Board of the Company have been disqualified or debarred from continuing or being appointed as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority has been obtained for HS Associates, Practicising Company Secretaries and is attached to this report.

• j. The board had accepted all the recommendations obtained by the committees of the board which was otherwise mandatorily required to be obtained in the relevant Financial Year.

• k. Total fees for all services paid by the listed entity, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part. Audit Fees paid to Statutory Auditor : Rs. 2,50,000/-.

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l. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

• i. Number of complaints filed during the Financial Year: NIL

• ii. Number of complaints disposed of during the Financial Year: NIL

• iii. Number of complaints pending as on end of the Financial Year:NIL

m. Dates of Book Closure:

From Wednesday, 22[nd] September, 2021 to Tuesday, 28[th] September, 2021 (both days inclusive).

n. Debentures:

There are no outstanding debentures as the company has not issued Debentures at any point of time.

o. E-Voting Facility to Members:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 45[th] Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).

11. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed:

The Company has complied with the necessary provisions of Listing Obligation and Disclosure Requirements, Regulations 2015 apart from Regulation 31(2) towards not holding promoters holding in Demat. The 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, 2015.

12. The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted:

• The Board: A Executive chairperson maintains the office of Chairperson as the Company, as he is the founder promoter of the Company.

• Shareholder Rights: A half-yearly status of financial performance in the form of Financial Results is available at the website of the Company, the same can be downloaded from company’s website. Further all the Significant transactions that have taken place during the Financial year are disclosed as per the requirement of SEBI LODR regulations.

• Modified opinion(s) in Audit Report: The listed entity’s financial statements has an unmodified audit opinion.

• Reporting of Internal Auditor: The internal auditor reports directly to the audit committee.

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• D. Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.

The same has been annexed which forms Part of this Report.

E. Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.

The same has been annexed which forms Part of this Report.

• F. Disclosure with respect to Demat suspense account/ unclaimed suspense account:

As per the confirmation given by Registrar and Transfer Agent, the Company has nil shares that remains 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.

• a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: NIL

• b) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year: NIL

• c) Number of shareholders to whom shares were transferred from suspense account during the year; aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: NIL

• d) That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR& CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI

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CEO/CFO CERTIFICATION

DISCLOSURES:

Disclosure of accounting Treatment :

The Company follows accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006 and/or by the institute of chartered accountants of India in the preparation of financial statements and has not adopted a treatment different from that prescribed in any accounting standard.

CEO/CFO Certification :

The Managing Director (CEO) and the Chief Finance Officer (CFO) have certified to the Board in accordance with Regulation 27 of the Listing obligation and Disclosure Requirements, Regulations 2015 pertaining to CEO/CFO certification for the Financial Year ended 31[st] March, 2021 which is annexed separately in Annual report.

The board affirms that no person has been denied access to the Audit Committee during the year. The company has complied with mandatory provisions of corporate governance and is in the process of adopting the non-mandatory provisions of corporate governance.

Material Related Party Transaction:

There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management, or their relatives or that had potential conflict with the Company’s interest. Suitable disclosure as required by the Accounting Standard (AS 18) and AOC-2 has been made in the Annual Report. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at www.sunilgroup.com.

Pecuniary Relationships

There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company which has potential conflict with the interests of the Company at large.

Penalties:

The Company along with its 3 Directors has paid aggregate Compounding fees of Rs. 5,01,700 ( Five Lakh One Thousand Seven Hundred) on 27.08.2020 for violation of Section 203 of the act towards nonappointment of Company Secretary and Penalty of Rs. 1,08,560/‐ and Rs. 53,100/‐ as imposed by SEBI for violation of Reg. 6 of SEBI LODR Regulations, 2015 towards non‐ appointment of Company Secretary cum Compliance officer. however the Company has made the requisite payment of penalties and has the default good by appointment of Company Secretary and Compliance officer, apart from that company was not subject to any penalties or strictures by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.

Material Subsidiaries Policy:

Material Subsidiaries Policy is not applicable to the company as the company does not have a Subsidiary.

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- Vigil Mechanism and Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation27 (2) of Security and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has a Whistle-Blower Policy for establishing a Vigil Mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company‘s Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said WhistleBlower Policy has been hosted on the website of the Company at www.sunilgroup.com

Code of Conduct

The Board of Directors has adopted the code of conduct for the directors and senior management and the same has been placed on the company’s website http://www.sunilgroup.com. All board members and senior management personnel have affirmed compliance with the code of conduct for the period under review. A declaration to that effect signed by the Managing Director is attached and forms part of the Annual Report of the Company

FOR SUNIL INDUSTRIES LIMITED

FOR SUNIL INDUSTRIES LIMITED

Sd/Sd/Mr. Vinod Lath Mr. Pradeep Roongta (MANAGING DIRECTOR) (CFO)

Date: 30th August, 2021 Place: Dombivli

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COMPLIANCE CERTIFICATE BY CFO & CEO

To,

The Board of Directors,

SUNIL INDUSTRIES LIMITED

D-8, MIDC, Phase II,

Manpada Road, Dombivli (E), Dist. Thane 421201

We, Mr. Vinod Lath, Managing Director and Mr. Pradeep Roongta, CFO of the Company as stipulated under Regulation 17(8) and Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, do hereby certify for the Financial Year, ending 31st March, 2021:

• a) We have reviewed Financial Statements and the Cash Flow Statement for the year ended 31st March, 2021 and that to the best of our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that may be misleading;

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with current applicable accounting standards, applicable laws and regulations.

• b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company’s code of conduct.

• c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies.

• d) We have indicated to the Auditors and the Audit Committee:

• i. Significant changes, if any, in the internal control over financial reporting during the year.

• ii. Significant changes, if any, in accounting policies made during the year and that the same have been disclosed in the notes to the Financial Statements; and

• iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

FOR SUNIL INDUSTRIES LIMITED FOR SUNIL INDUSTRIES LIMITED

Sd/Sd/Mr. Vinod Lath Mr. Pradeep Roongta (MANAGING DIRECTOR) (CFO)

Date: 30th August, 2021 Place: Dombivli

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DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT ON BEHALF OF THE BOARD OF DIRECTORS AND SENIOR MANAGMENT

In terms of the requirements of the Listing Obligation and Disclosure Requirements, Regulations 2015, Code of Conduct as approved by the Board of Directors of the Company I, Mr. Vinod Lath, Managing Director on behalf of the board of directors and senior management of the Company hereby declare that all Board members and senior management personnel affirm compliance with the code on an annual basis for the period 31st March, 2021.

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR& CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI

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CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES

To, The Shareholders,

SUNIL INDUSTRIES LIMITED

D-8, MIDC, Phase II, Manpada Road, Dombivli (E), Dist. Thane

We have reviewed the implementation of Corporate Governance procedures by the Company during the year ended March 31, 2021, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination is neither an audit nor an expression of opinion on the financial statements of the Company.

On the basis of the above and according to the information and explanations given to us and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, in our opinion, in our opinion, the Company has complied with the conditions of Corporate Governance as stipulated in (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Agreement with the Stock Exchanges apart from the Compliance of Regulation 31 (2) for the Financial Year ended 31[st] March, 2021.

We further state that our examination of such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

Place: Mumbai. For HS Associates Company Secretaries Date: 30[th] August, 2021 ICSI UDIN: A005941C000842216 Sd/ Prakash D Naringrekar Partner ACS No.: 5941 CP No.: 18955

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Certificate of Non-Disqualification of Directors

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of SUNIL INDUSTRIES LIMITED having CIN L99999MH1976PLC019331 and having registered office at D 8 MIDC PHASE II, MANPADA ROAD DOMBIVLI (EAST) THANE MH 421201 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended 31st March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

SR. NO.	NAME OF DIRECTOR	DIN	DATE OF APPOINTMENT
1.	VINOD GAJANAND LATH	00064774	02/07/1979
2.	PRADEEP ROONGTA CHATRUPRASAD	00130283	01/11/1999
3.	RAMESH CHAMANLAL KHANNA	00130351	01/09/2001
4.	RAJESH SITARAM TIBREWAL	00130509	22/08/2017
5.	ROHIT GADIA	02175342	15/03/2012
6.	SHRUTI RITESH SARAF	07521927	27/05/2016

Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai.

For HS Associates Company Secretaries

Date: 30[th] August, 2021

ICSI UDIN: A005941C000842271

Sd/ Prakash D Naringrekar Partner ACS No.: 5941 CP No.: 18955

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A) Overview of the Economy:

India’s economy grew at a better-than-expected rate of 1.6% in the January-March quarter from a year ago, but the severe second Covid wave has created economic uncertainty and dampened sentiment.

The economy, which was facing a slowdown even before the pandemic broke out last year, contracted by 7.3% during April 2020 to March 2021 fiscal (FY21), weighed down by nationwide lockdown that pummelled consumption and halted most economic activities.

This is the first full-year contraction in the Indian economy in the last four decades since 1979-80, when GDP had shrunk by 5.2%. The economy has grown by 4% in the previous 2019-20 fiscal. The Government does not expect the severe second wave to have a large economic impact. However, the outlook appears uncertain.

The pandemic has resulted in a huge number of job losses. According to CMIE over 97% Indians have become poorer compared with the last year and unemployment levels are at 13.73%. This will take a toll on consumption and consumption led Companies. Given the strong recovery in other countries commodity prices may remain strong and there is a worry about inflation, global as well as local, and its impact on interest rates.

The Indian manufacturing sector is showing increasing signs of strain as the Covid-19 crisis intensifies. Key gauges of current sales, production and inputs being weakened noticeably in first quarter of FY22 and pointed to the slowest rates of increase in the ten months.

B) Industry Scenario:

The textiles and apparel industry in India has strengths across the entire value chain from fiber, yarn, fabric to apparel. It is highly diversified with a wide range of segments ranging from products of traditional handloom, handicrafts, wool and silk products to the organized textile industry. The organized textile industry is characterized by the use of capital‐intensive technology for mass production of textile products and includes spinning, weaving, processing, and apparel manufacturing.

The year under review saw a significant reduction in demand and supply owing to the pandemic. However, the industry recovered ferociously after the 1st wave and did rather good overall for the year. This was true for the company’s products as well. Raw material prices have recovered considerably but the industry has witnessed healthy pricing power and been able to pass on these increases to the customer. It is expected that once the 2nd wave wanes in the current fiscal, demand would recover as before.

C) Opportunities, Challenges, Threats, Risk and Comcerns :

The COVID-19 pandemic is a global humanitarian and health crisis, which continues to impact the major part of the country and the other geographies also reporting second and third waves of infections. The actions taken by various governments to contain the pandemic, such as closing of borders and lockdown restrictions, have resulted in significant disruption to people and businesses.

The uncertainty in demand with prolonged economic impacts of the COVID-19 pandemic will result in impact to production and may cause us to implement major cost control measures and other initiatives.

New and changing regulatory compliance, corporate governance and disclosure requirements may increase our costs of compliance.

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Change in the policies of the Government of India may adversely affect economic conditions in the country generally, which could impact our business and prospects.

Covid has resulted in the loss of senior factory personnel and continues to pose a risk to health of employees just is does to the wider public. Risks related to the market in which we operate, may affect our profitability negatively if shutdown is prolonged or if we are unable to eliminate fixed or committed costs in line with reduced demand.Unavailability of supply of electricity is another risk factor.

The Government’s ability to limit the spread of the virus and materially increase the rate of vaccinations will have a direct impact on the trajectory of both health and economic outcome.

D) Business Outlook:

Indian economy is expected to rebound in current fiscal ending March 2022 and perhaps clock a growth of 9-10%, but a severe second Covid wave has increased risks to India’s credit profile and rated entities.

India’s economy rebounded quickly from a steep contraction in 2020, but a severe second wave of the coronavirus has increased risks to the outlook with potential larger-term credit implications. Risk to India’s credit profile, including a persistent slow-down in growth, weak government finances and rising financial sector risk, have been exacerbated by the shock.

There are signs of pickup in economic activity and the recovery should gather pace by the end of first quarter FY22, helped by the decline in COVID cases and faster vaccination. Going forward, capacity utilisation in polyester industry is expected to sustain at better levels in FY22.

E) Segment-Wise Performance or product wise performance:

The company has only one segment i.e. Manufacturing of Textiles, therefore the requirement of segmentwise reporting is not applicable to the Company.

F) Internal control systems & their adequacy:

The Company has adequate internal audit system commensurate with its size and nature of operations. The Audit Committee of the Board of Directors approves the internal audit scope every year and quarterly presentation to the audit committees are made by internal auditors as well as statutory auditors of the Company. The Management consistently reviews the internal control systems and procedures to ensure efficient conduct of the business conforming to the ethics and code of conduct of the Company.

G) Discussion on financial performance with respect to operational performance:

During the year ended 31st March, 2021, your Company reported total Income of Rs. 88,72,99,201/which in comparison to previous year’s figures have decreased by approximately 3.12 %, this is due to Textile Industry experiencing a downfall. The Net Profit after tax and OCI is is Rs. 67,85,232/- as compared to Rs. 6,912,477/- in previous year marking a reduction of approximately 1.84% % but the overall profit carried forward to the Balance Sheet is Rs. 136,682,495/- which has increased by 5.22% as compared to previous year’s figure.

H) Human Resource Policies:

Your company considers its human resources as its most valuable assets, among all other assets of the Company. It has been the policy of the company to actuate the talent by providing opportunities to develop themselves within the organization. The company continued to have maintained very cordial & harmonious relations with its employees.

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• I) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

(i) Debtors Turnover

(i) Debtors Turnover
Net Credit Sales/Average Account Receivable	Net Credit Sales	Average Account Receivable	Ratio
For FY ended 31st March, 2021	88,61,23,147	302,570,544	2.93
For FY ended 31st March, 2020	913,904,315	293,853,903	3.11

Note :

The Decline in Percentage is due to recover of outstanding receivables for sale made in FY 2020-2021 and Reduction in Net Credit Sales.

(ii) Inventory Turnover

(ii) Inventory Turnover
(Average Inventory ÷ Cost of Goods Sold)x 365	Average Inventory	Cost of Goods Sold	Ratio
For FY ended 31st March, 2021	17,72,65,363	658,922,581	98.19
For FY ended 31st March, 2020	199,884,042	731,913,739	99.68

Note : The decrease in inventory holding (i.e. Raw material& Finished Goods) is mainly due to Processing Order of Sales.

(iii) Interest Coverage Ratio

EBIT/Interest Expenses	EBIT	Interest Expenses	Ratio
For FY ended 31st March, 2021	34,124,948	24,355,480	1.40
For FY ended 31st March, 2020	31,826,412	21,318,390	1.49

Note :Increase in EBIT is due to interest rates on borrowings.

(iv) Current Ratio

(iv) Current Ratio
Current Assets/Current Liabilities	Current Assets	Current Liablities	Ratio
For FY ended 31st March, 2021	583,011,240	417,341,662	1.40
For FY ended 31st March, 2020	616,461,915	394,331,937	1.56

Note : Decrease in ratio due to delay in recoverability of outstanding receivables.

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(v) Debt Equity Ratio

(v) Debt Equity Ratio
Total Liablities/Total Shareholder Equity	Total Liablities	Total Shareholder Equity	Ratio
For FY ended 31st March, 2021	451,852,277	368,804,418	1.23
For FY ended 31st March, 2020	436,288,328	362,019,185	1.21

Note : Increasee in ratio due to delay in recovery of outstanding receivables.

(vi) Operating Profit Margin (%)

(vi) Operating Profit Margin (%)
OperatingEarnings/Revenue	OperatingEarnings	Revenue	**Percentage **
For FY ended 31st March, 2021	227,200,566	886,123,147	25.64%
For FY ended 31st March, 2020	181,990,575	913,904,315	19.91%

Note : Increase in Operating Ratio is due to Trading in new product with good profit margin with lower direct cost.

	direct cost.
	(vii) Net Profit Margin (%)Net Profit Before tax/Total Revenue	Net Profit Before tax	Total Revenue	**Percentage **
	For FY ended 31st March, 2021	10,089,167	88,72,99,201	1.14%
	For FY ended 31st March, 2020	10,672,493	915,900,633	1.16%

Note :

Decrease in net profit is due to reduction in Net Credit sales and increase in Wage cost and other direct expenses.

(j) Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

xplanation thereof.
Net Income Distributable to Equity Shareholders/EquityNos.	Net Income	Wt. Equityo/s	Ratio
For FY ended 31st March, 2021	6,785,232	4,200,000	1.62
For FY ended 31st March, 2020	6,912,477	4,200,000	1.65

Note :

Decrease in Net Worth is due to reduction of Turnover and increase in operating cost.

Accounting Treatment:

The Company is following India accounting standards (IND – AS)for Financial year 2020-2021 as notified by the Central Government of India under the Companies (Accounting Standards) Rules under section 133 of the Companies Act, 2013 and as per guideline of the institute of chartered accountants of India in the preparation of financial statements and has not adopted a treatment different from that prescribed in any accounting standard.

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Imapct of Covid 19 Pandemic on the Company

The outbreak of COVID-19 pandemic globally and in India is causiog significant disturbance and slowdown of economic activity. COVlD-19 has significantly impacted business operations of the Company from the last fortnight of Morch, 2020, by way o f Interruption in production, supply chain disruption, etc. tilt the lockdown period. March to June is usually considered to be the peak period of sales for the Company's business. Partial resumption of production and dispatch has commenced from the March, 2021. The Company has made a detailed assessment of the recoverability of the Company's assets such as Inventory, Receivables, Investments, etc. as at the Balance Sheet date, using reasonably available information, estimates and judgments and has determined that none of these balances require material adjustments to their carrying value. However, the impact of pandemic might vary from those estimated as on the date of approval of these financial statements and the Company will continue to monitor any material changes to the future economic conditions The Company has not availed any moratorium in respect of term loans (Interest &Installments) and Interest on cash credit accounts and repayment of a ll term loans are done as per schedule. The company believes In its ability to contintJe as a going concern and meeting its liabilities as and when they fall due In the foreseeable future. The Company has Disclosed the Impact of Covid 19 Pandemic as per the format prescribed by SEBI to the Stock Exchange (BSE Limited) under regulation 30 of SEBI LODR Regulations, 2015.

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/-

VINOD LATH MANAGING DIRECTOR & CHAIRMAN DATE: 30[th] August, 2021 DIN NO: 00064774 PLACE: DOMBIVLI

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INDEPENDENT AUDITOR’S REPORT

To,

The Members of Sunil Industries Limited

Report on the Standalone Ind AS Financial Statements

Opinion

1. We have audited the accompanying standalone Ind AS financial statements of Sunil Industries Limited (“the Company”), which comprise the Balance Sheet as at 31[st] March 2021 , and the Statement of Profit and Loss (including other comprehensive income), the statement of Cash Flows and the statement of changes in equity for the year then ended, and notes to the financial statement including a summary of significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS financial statements”)

2. In our opinion and to the best of our information and according to the explanation given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at 31[st] March 2021, and its financial performance including comprehensive income, its cash flows and the change in equity for the year ended on that date.

3. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. There matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements, that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind As) specified under Section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; for safeguarding the assets of the Company; for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

6. Auditors Responsibility

Our objective are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section 11 of section 143 of the Companies Act 2013, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable..

2. As required by Section143(3) of the Act, we report that:

3. a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

4. b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

5. c. The Balance sheet, the statement of profit and loss including other comprehensive income, the statement of cash flow and the statement of changes in equity dealt with by this report are in agreement with the books of account.

6. d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind As) specified under Section 133 of the Act, read with relevant rule issued thereunder.

7. e. On the basis of the written representations received from the directors as on 31 March, 2021 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act;

8. f. We have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2021 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date and our report dated 30[th] June, 2021 as per Annexure II expressed.

9. g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

• h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:

• i. The Company has disclosed the impact of pending litigations on its financial positions in its standalone Ind AS financial statements (Refer Note : 35);

• ii. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

For P R Agarwal & Awasthi Chartered Accountants Firm Registration No 117940W

Sd/CA Pawan KR Agarwal Partner M No-034147 UDIN: 21034147AAAACJ5933 Place: Mumbai Date: 30/06/2021

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Annexure I to the Auditor’s Report even date (Referred to in paragraph 1 thereof)

2. In respect of Fixed Assets:

3. a) The Company has maintained proper records showing full quantitative details and situation of its fixed assets.

4. b) The fixed assets have been physically verified by the management at reasonable intervals during the year. We are informed that no material discrepancies were noticed by the management on such verification.

5. In respect of Inventories:

   • As explained to us physical verification of inventory has been conducted during the year at reasonable intervals by the management and in our opinion and according to the information and explanation given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

6. The Company has not granted any loans, secured or unsecured to the companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

7. The Company has not granted loans or made investments or given guarantees or securities to any party covered under section 185 and 186 of the Companies Act, 2013.

8. According to the information and explanations given to us, the Company has not accepted any deposits from public.

9. We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by Central Government of India, the maintenance of cost records has been prescribed under subsection (1) of section 148 of the Companies Act, and are of the opinion that Prima Facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of records with a view to determine whether they are accurate or complete.

11. In respect of Statutory Dues:

12. (a) According to record of the Company produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, goods and services tax, customs duty, cess and other statutory dues applicable to it.

13. (b) According to the information and explanations given, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues were outstanding as at 31.03.2021 for a period of more than six months from the date they became payable.

(c) Thefollowing dueshavenot beendeposited by the company onaccount ofdisputes:	(c) Thefollowing dueshavenot beendeposited by the company onaccount ofdisputes:	(c) Thefollowing dueshavenot beendeposited by the company onaccount ofdisputes:	(c) Thefollowing dueshavenot beendeposited by the company onaccount ofdisputes:
Sr no.	Name of the statue	Amount (Rs. in Lacs)	Forum where disputeis pending
I	Central Excise duty (Payment made under protest Rs. 20 Lakhs)	141.30	Commissioner of Central Excise- Thane-I
II	Custom duty	336.00	Appellate Tribunal(CESTAT)
III	TNVAT (inclusive of penalty of Rs.20.82 lakhs)	28.05	The Appellate Deputy Commissioner(CT)

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1. As per the information and explanations given to us the company has not defaulted in repayment of dues to bank. The company has not obtained any loan from any financial institutions and issued debentures.

2. According to the records of the Company, the Company has no outstanding moneys raised by way of initial public offering. However, the company has taken term loans and applied for the purposes for which they were raised.

3. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

4. According to the records of the Company, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

5. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is not a Nidhi Company. Hence, in our opinion, the requirements of para3 (xii) of the Order do not apply to the company.

6. According to the information and explanations given to us, the Company in respect to transactions with related parties has complied provisions of sections 177 and 188 of Companies Act, 2013 and has disclosed all particulars in Financial Statements.

7. The company has not made any preferential allotment or private placement of shares during the year, therefore comments under this clause are not called for.

8. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company has not entered into any non-cash transaction with directors or persons connected with him and no provisions of section 192 have been contravened.

9. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is not required to be registered under section 45-IA of the Reserve Bank of India Act,1934.

For P R Agarwal & Awasthi Chartered Accountants Firm Registration No 117940W

Sd/CA Pawan KR Agarwal Partner M No-034147 UDIN: 21034147AAAACJ5933 Place: Mumbai Date: 30/06/2021

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Annexure II

Independent Auditor’s report on the Internal Financial Controls with reference to financial statements and its operative effectiveness under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the standalone financial statements of Sunil Industries Limited (“the Company”) as of and for the year ended 31[st] March, 2021, we have audited the internal financial controls over financial reporting (IFCoFR) of the company of as of that date.

Management’s Responsibility for Internal Financial Controls

1. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on the criteria being specified by management. These responsibilities include the design, implementation and maintenance of adequate internal financial controls with reference to financial statements, that were operating effectively for ensuring the orderly and efficient conduct of the company’s business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

1. Our responsibility is to express an opinion on the Company's IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCoFR were established and maintained and if such controls operated effectively in all material respects.

2. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

3. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

1. A company's IFCoFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles including the Accounting Standards. A company's IFCoFR includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles including Accounting Standards, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

1. Because of the inherent limitations of IFCoFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCoFR to future periods are subject to the risk that

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IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

1. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31[st] March, 2021, based on the criteria being specified by management.

For P R Agarwal & Awasthi Chartered Accountants Firm Registration No 117940W

Sd/CA Pawan KR Agarwal Partner M No-034147 UDIN: 21034147AAAACJ5933 Place: Mumbai Date: 30/06/2021

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Sunil Industries Limited	Sunil Industries Limited
Balance Sheet as at 31st March, 2021 CIN : L99999MH1976PLC019331 PARTICULARS Note 1st March, 2021 31st March, 2020 No. (Rs.) (Rs.) ASSETS Non-current assets a) Property, Plant & Equipment 2 199,444,685 158,020,109 b) Other Intangible Assets 2 101,523 189,201 c) Financial Assets (i) Non-crurrent Investments 3 204,919 234,400 d) Other Financial Assets 4 6,500,000 5,000,000 e) Other Non current Assets 5 31,394,327 18,401,889 237,645,454 181,845,599 Current assets a) Inventories 6 156,718,654 197,812,072 b) Financial Assets (i) Trade receivables 7 280,809,418 324,331,671 (ii) Cash and cash equivalents 8 34,268,769 4,861,227 c) Current Tax Assets 9 3,242,183 2,707,478 d) Other current assets 10 107,972,218 86,749,467 583,011,240 616,461,915 TOTAL 820,656,695 798,307,515 EQUITY AND LIABILITIES Equity a) Equity Share capital 11 41,984,000 41,984,000 b) Other Equity 12 326,820,418 320,035,186 368,804,418 362,019,186 LIABILITIES 1) Non-current liabilities a) Financial Liablities (i) Borrowings 13 23,462,153 31,841,308 b) Deferred tax liabilities (Net) 14 10,756,319 10,115,083 c) Provisions 15 292,143 - 34,510,615 41,956,391 2) Current liabilities a) Financial Liabilities (i) Borrowings 16 267,222,511 243,313,516 (ii) Trade payables 17 116,941,760 111,602,914 b) Other Financial liabilities 18 21,255,226 19,543,679 c) Current Tax liabilities 19 2,343,000 2,650,262 d) Other Current liabilities 20 8,809,533 17,221,567 e) Provisions 21 769,631 - 417,341,662 394,331,938 TOTAL 820,656,695 798,307,515 -1 Notes are integralpart of the balance sheet &profit & loss account 1
As per our report of even date ForP.R. Agarwal & Awasthi Chartered Accountants Firm Reg No.:117940W Sd/- C.A. Pawan KR. Agarwal Partner Membership Number- 34147 Place : Mumbai Date : 30/06/2021	For and on behalf of Board of Directors Sunil Industries Limited Sd/- Vinod Lath (Chairman & Managing Director) (DIN:64774) Sd/- Pradeep Roongta (CFO & WTD) (DIN:130283) Sd/- Sourabh Sahu Company Secretary

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- - - - -
290,688 290,688 101,487 87,678 189,165 101,523 189,201 290,688 290,688 13,809 87,678 101,487 189,201
Software Software
- - - - -
- - - - - - - -
TOTAL 301,287,401 62,294,888 12,457,165 351,125,123 143,267,161 7,878,363 16,291,510 151,680,308 199,444,685 158,020,240 TOTAL 279,001,254 24,703,078 2,416,931 301,287,401 131,035,381 2,273,893 14,505,673 143,267,161 158,020,109
- - - - - - - - -
Vehicles 7,368,793 3,028,754 2,591,907 7,805,640 4,945,958 2,440,458 2,969,880 4,835,760 Vehicles 8,352,784 983,991 7,368,793 5,261,552 912,600 597,006 4,945,958 2,422,835
- - - - - - - - - - - - - -
5,322,607 5,322,607 4,915,750 4,964,915 357,693 5,322,607 5,322,607 4,848,587 67,163 4,915,750 406,858
Fixtures Fixtures
Furniture & Furniture &
- - - - - - - - - - - - -
Computers 4,636,954 4,636,954 4,463,227 4,466,911 170,043 Computers 4,517,249 119,705 4,636,954 4,375,983 87,244 4,463,227 173,727
- - - - - - - - - - - - - - -
Electrical Equipments 3,427,507 3,427,507 3,256,130 3,256,130 171,377 Electrical Equipments 3,427,507 3,427,507 3,256,130 3,256,130 171,377
0 0
- - - - - - - - - - - - - - -
Tube Well 106,833 106,833 106,833 106,833 Tube Well 106,833 106,833 106,833 106,833
- - - - - - - -
Plant & Machinery 150,248,479 40,081,917 9,865,258 180,465,138 83,035,089 5,437,905 90,535,867 89,929,271 Plant & Machinery 130,854,881 20,826,539 1,432,940 150,248,479 73,332,051 1,361,293 11,064,331 83,035,089 67,213,390
- - - - - - - - - - - - -
Office Equipment 1,921,193 115,679 2,036,872 1,798,142 1,808,482 228,390 Office Equipment 1,921,193 1,921,193 1,786,902 11,240 1,798,142 123,051
- - - - - - - - - - - - - - -
Lab 5,440 Lab 5,440
Equipments 1,857,095 1,857,095 1,851,655 1,851,655 Equipments 1,857,095 1,857,095 1,851,655 1,851,655
- - - - - - - - - - - -
Building 13,792,329 19,068,538 32,860,867 3,111,003 3,575,093 29,285,774 Building 10,055,495 3,736,834 13,792,329 2,794,698 316,305 3,111,003 10,681,326
- - - - - - - - - - -
Bore Well 76,040 76,040 56,476 60,276 15,764 Bore Well 56,040 20,000 76,040 51,460 5,016 56,476 19,564
- - - - - - - - - - - -
Residential Premises 66,036,750 66,036,750 6,399,382 7,444,855 58,591,895 Residential Premises 66,036,750 66,036,750 5,353,909 1,045,473 6,399,382 59,637,368
- - - - - - - - - - - -
Office Premises 830,050 830,050 369,675 - - - - - - 13,090 1,045,473 3,800 464,090 - 10,340 12,938,683 - - 3,684 49,165 464,380 382,765 447,285 Office Premises 830,050 830,050 356,585 13,090 369,675 460,375
- - - - - - - - - - - - - -
Bhiwandi Godown 198,920 198,920 158,892 5,014 163,906 35,014 Bhiwandi Godown 198,920 198,920 153,878 5,014 158,892 40,028
- - - - - - - - - - - -
Factory Building 40,794,441 40,794,441 28,745,343 - - 1,289,962 30,035,305 10,759,136 Factory Building 40,794,441 40,794,441 27,455,381 1,289,962 28,745,343 12,049,098
- - - - - - - - - - - - - -
Leasehold Lands 379,087 379,087 53,606 3,829 57,435 321,652 379,087 379,087 49,777 3,829 53,606 325,481
Land 4,290,322 - - - - - 4,290,322 - - - - - 4,290,322 Land 4,290,322 - - - - - 4,290,322 - - - - - 4,290,322
Details of the property, plant and equipment & Ingantiable Assets their carrying amounts are as follows: Gross carrying amount Balance as at 1 April 2020 Additions Acquisition through business combin Disposals Revaluation increase Net exchange differences Balance as at 31 March 2021 Depreciation and impairment Balance as at 1 April 2020 Disposal Net exchange differences Depreciation Balance as at 31 March 2021 Carrying amount as at 31 March 20 Gross carrying amount Balance as at 1 April 2019 Additions Acquisition through business combin Disposals Revaluation increase Net exchange differences Balance as at 31 March 2020 Depreciation and impairment Balance as at 1 April 2019 Disposal Net exchange differences Depreciation Balance as at 31 March 2020 Carrying amount as at 31 March 20
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Sunil Industries Ltd.

Notes to financial statements for the year ended 31[st] March 2021 .

Note 1 SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED 31.03.2021

i. Basis of preparation of financial Statements

a. Compliance with Ind AS

The financial statements of the company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (“Act”) read with of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

b. Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

• 1) Certain financial assets and liabilities that are measured at fair value;

• 2) Defined benefit plans – plan assets measured at fair value;

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

c.

Current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle (not exceeding twelve months) and other criteria set out in the Schedule III to the Act.

The Company presents assets and liabilities in the balance sheet based on current and noncurrent classification.

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Assets

An asset is classified as current when it satisfies any of the following criteria:

(a) It is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle;

(b) It is held primarily for the purpose of being traded;

(c) It is expected to be realized within 12 months after the balance sheet date; or

(d) It is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date.

Current assets include the current portion of non-current financial assets all other assets are classified as non-current.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

(a) It is expected to be settled in, the Company’s normal operating cycle;

(b) It is held primarily for the purpose of being traded;

(c) It is due to be settled within 12 months after the balance sheet date; or

(d) The Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date

Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Operating cycle

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle for the purpose of current/non - current classification of assets and liabilities.

ii. Use of Estimates

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions effect the application of the accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenditure during the period. Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements have been disclosed below. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding these estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

iii. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities measured at fair value through profit or loss are recognized immediately in the statement of profit and loss.

a) Financial Assets

A. Initial recognition and measurement

All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognized using trade date accounting.

B. Subsequent measurement

A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

C. Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the Company’s balance sheet) when:

• The right to receive cash flows from the asset have expired, or

• The Company has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its right to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

• D. Impairment of financial assets

In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to: * The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

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• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

The Company measures the expected credit loss associated with its assets based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

b) Financial Liabilities and equity instruments

A. Classification as debt or equity

Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments - An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

• B. Initial recognition and measurement

• All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognized in the Statement of Profit and Loss as finance cost.

C. Subsequent measurement

Financial liabilities are subsequently measured at amortized cost using the effective interest method or FVTPL. Gains and losses are recognized in statement of profit and loss when the liabilities are derecognized as well as through the Effective Interest Rate (EIR) amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

• D. Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the DE recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss

• c) Reclassification of financial assets and liabilities

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the

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Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

iv. Revenue Recognition

a. Revenue recognition

Effective 01 April 2018, the Company has adopted Indian Accounting Standard 115 (Ind AS 115) – ‘Revenue from contracts with customers’ using the cumulative catch-up transaction method, applied to contracts that were not completed as on the transaction date i.e. 01 April 2018. Accordingly, the comparative amounts of revenue and the corresponding contract assets/ liabilities have not been retrospectively adjusted. The effect on adoption of Ind-AS 115 was insignificant.

Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

b. Other operating revenue –

• i. Revenue from Job work is recognized when services are rendered.

• ii. Interest income is recognized on accrual basis.

• iii. Export Incentives under various schemes are accounted in the year of export.

• iv. Export sales are accounted for on the basis of dates of Bill of Lading. Gross Sales are inclusive of incentives/benefits, and net of sales returns.

v. Property, plant and equipment:

The Company had applied for the one time transaction exemption of considering the carrying cost on the transition date i.e. 1[st] April, 2016 as the deemed cost under IND AS. Hence regarded thereafter as historical cost.

Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost less depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items

Fixed assets are stated at cost of acquisition less accumulated depreciation if any. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready to use, as intended by management. The company depreciates property, plant and equipment over their estimated useful lives using the straight-line method. The estimated useful lives are as follows:

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Leasehold Land	99 years
Factory Building	30 years
Plant & machinery	08 years
Vehicles	10 years
Computer	03 years
Furniture	10 years
Office Equipment	05 years

Depreciation methods, useful lives and residual value are reviewed periodically, including at each financial year end.

“Based on technical evaluation, the management believes that the useful lives as given above best represent the period over which management expects to use the assets. Hence the useful lives for these assets are different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013”.

Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-current assets and the cost of assets not put to use before such date are disclosed under ‘Capital work – in - progress’ Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the company and the cost of the item can be measured reliably .Repairs and maintenance costs are recognized in net profit in the Statement of Profit and Loss when incurred .The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognized in the Statement of Profit and Loss. Assets to be disposed off are reported at the lower of the carrying value or the fair value less cost to sell.

vi.

Intangible assets:

Intangible assets are stated at cost less accumulated amortization and impairment .Intangible assets are amortized over the irrespective individual estimated useful lives on a straight – line basis ,from the date that they are available for use .The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry, and known technological advances ) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. Amortization methods and useful lives are reviewed periodically including at each financial year end.

vii. Impairment of Assets

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the profit & loss account as and when an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

viii. Lease

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

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• A. Finance Lease:

• a) Leases where the Company has substantially transferred all the risks and rewards of ownership of the related assets are classified as finance leases. Assets under finance lease are capitalized at the commencement of the lease at the lower of the fair value or the present value of minimum lease payments and a liability is created for an equivalent amount.

• b) Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

• c) Assets given under a finance lease are recognized as a receivable at an amount equal to the net investment in the lease. Lease income is recognized over the period of the lease so as to yield a constant rate of return on the net investment in the lease.

B. Company under operating leases:

The leases which are not classified as finance lease are operating leases.

• a) The Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

• b) The Company recognizes right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right of use assets is measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application.

• c) The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognizes the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in statement of profit and loss.

• d) The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

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C. Transaction to Ind AS 116

  - a. Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases which replaces the existing lease standard, Ind AS 17 leases and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.

  - **b.** The Company has elected not to apply the requirements of Ind AS 116 Leases to shortterm leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

• ix. Cash and Cash Equivalents

• For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, bank overdraft, deposits held at call with financial institutions, over short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

• x. Inventories

Inventories of Raw Materials, Packing Materials, are valued at Cost determined on FIFO basis or net realization value. Work-in-Progress, Stores and spares, Fuel, Oil & Gases, Waste, Finished Goods, and Stock –in-trade are stated ‘at cost or net realizable value, whichever is lower’. Cost comprise all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost formulae used are ‘First-in-First-out’, Weighted Average cost’ or ‘Specific Identification’, as applicable. Due allowance is estimated and made for defective and obsolete items, wherever necessary.

xi. Investments and other financial assets

(i) Classification

The Company classifies its financial assets in the following measurement categories:

• (1) those to be measured subsequently at fair value (either through other comprehensive income, or though the Statement of Profit and Loss), and

• (2) Those measured at amortized cost.

• The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.

(ii) Measurement

At initial recognition, the Company measures a financial asset at its fair value. Transaction costs of financial assets carried at fair value through the Profit and Loss are expensed in the Statement of Profit and Loss.

Equity instruments:

The Company measures its equity investment other than in subsidiaries, joint ventures and associates at fair value through profit and loss. However where the Company’s management makes an irrevocable choice on initial recognition to present fair value gains and losses on specific equity investments in other comprehensive income(Currently no such choice made), there is no subsequent reclassification, on sale or otherwise, of fair value gains and losses to the Statement of Profit and Loss.

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(iii) Impairment of financial assets

The Company measures the expected credit loss associated with its assets based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

xii. Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or charges in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or charges in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

xiii. Derivative financial instruments

Derivative financial instruments such as forward contracts, option contracts and cross currency swaps, to hedge its foreign currency risks are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value with changes in fair value recognized in the Statement of Profit and Loss in the period when they arise.

xiv. Foreign Currency

Functional Currency

The functional currency of the company is the Indian Rupee. The financial statements are presented in Indian Rupees.

Transactions and translations

Foreign-currency denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in effect at the balance sheet date. The gains or losses resulting from such translations are included in net profit in the Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Nonmonetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction.

Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cash flow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction.

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xv. Employee Benefits

• a. Short Term Employee Benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered.

• b. Post-employment benefits are recognized as an expense in the Profit and Loss account for the year in which the employee has rendered services. The defined benefit obligation is provided for on the basis of an actuarial valuation on projected unit cost method.

• c. Long Term employee benefits are recognized as an expense in the Profit and Loss account for the year in which the employee has rendered services.

xvi.

Taxation

• a. Provision for current tax is made with reference to taxable income computed for the accounting period, for which the financial statements are prepared by applying the tax rates as applicable.

• b. Deferred tax is recognized subject to the consideration of prudence, on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Such deferred tax is quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. Deferred tax assets are recognized and carried forward to extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

xvii.

Borrowing Cost:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

xviii. Government Grants:

Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy will be received, and all attaching conditions will be complied with. When the grant or subsidy relates to an expense item, it is netted off with the relevant expense. Where the grant or subsidy relates to an asset, its value is deducted in arriving at the carrying amount of the related asset.

xix. Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes to the accounts. Contingent Assets are neither recognized nor disclosed in the financial statements.

xx.

Segmental Reporting:

The company is primarily engaged in business of processing of fabrics and sale. The company also processes fabrics on job work basis. During the previous financial year the company had carried out activity of trading in sanitary napkins. However the revenue from processing on job work basis and trading in sanitary napkins during the year under review and in the preceding financial year is

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less than 10% of the total revenue, the disclosure requirements of Indian Accounting Standard issued by the Institute of chartered Accountants of India are not applicable. Since there are no exports reporting on geographical segments is not required.

xxi. Recent accounting pronouncements

On March 24, 2021, the Ministry of Corporate Affairs (‘‘MCA’’) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021 i.e. for FY 2021-22. Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:

A. Balance Sheet:

• Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or non-current.

• Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period.

• Specified format for disclosure of shareholding of promoters.

• Specified format for ageing schedule of trade receivables, trade payables, capital work-inprogress and intangible asset under development.

• If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.

• Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.

B. Statement of Profit & Loss:

• Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head ‘additional information’ in the notes forming part of the standalone financial statements.

The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

xxii. The Code on Social Security, 2020

The Code on Social Security 2020 ('Code') has been notified in the Official Gazette on 29[th] September, 2020.The Code is not yet effective and related rules are yet to be notified. Impact if any of the change will be assessed and recognized in the period in which said Code becomes effective and the rules framed thereunder are notified.

xxiii. Critical estimates and judgments –

The preparation of financial statements requires the use of accounting estimates which by definition will seldom equal the actual results. Management also need to exercise judgment in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

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The areas involving critical estimates or judgment are:

(i) Estimated useful life of PPE, investment property and intangible assets- Refer Note 2 (ii) Probable outcome of matters included under Contingent Liabilities – Refer Note 35 (iii) Estimation of Defined benefit obligation - Refer Note 29 Note 29 : As per Ind AS 19“Employee Benefits”, the disclosure of Employee benefits as defined in the Indian Accounting Standard are given below:

Defined Benefit Plan:

Gratuity

Gratuity	Gratuity	Gratuity	Gratuity
(Amount in Rs.)
Sr. No.	Particulars	As on	As on
		31.03.2021	31.03.2020
1	Assumption
	Discount Rate	6.45%	6.80%
	SalaryEscalation	7.00%	7.00%
2	Present value of Obligation
	Present value of obligations as at beginningofyear	41,12,529	36,21,991
	Interest cost	2,74,094	2,64,036
	Current Service Cost	9,30,441	1,61,332
	LiabilityTransferred In		-
	Benefits Paid	(3,16,298)	(1,04,363)
	Prior Year Charge	-	-
	Actuarial(gain)/loss on obligations	3,24,819	1,69,533
	Present value of obligations as at end ofyear	53,25,585	41,12,529
3	Fair value ofplan assets
	Fair value ofplan assets at beginningofyear	42,20,497	33,52,198
	Expected return onplan assets	2,92,595	2,55,008
	Contributions	67,017	7,17,654
	Assets Transferred In
	Benefits Paid	(3,16,298)	(1,04,363)
	Actuarial(gain)/loss on obligations		-
	Fair value ofplan assets at the end ofyear	42,63,811	42,20,497
4	Actuarial Gain/Loss recognized
	Actuarial(gain)/loss on obligations	3,24,819	1,69,533
	Actuarial(gain)/loss for theyear -plan assets	-	-
	Actuarial(gain)/loss on obligations	3,24,819	1,69,533
	Actuarial(gain)/loss recognized in theyear	3,24,819	1,69,533

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5	The amounts to be recognized in the balance sheet
	Present value of obligations as at the end ofyear	53,25,585	41,12,529
	Fair value ofplan assets as at the end of theyear	(42,63,811)	(42,20,497)
	Funded status	10,61,774	(1,07,968)
6	Expenses Recognized in statement of Profit and loss
	Current Service cost	9,30,441	1,61,332
	Interest Cost	(13,381)	14,090
	Past Service Cost	-	-
	Expenses to be recognized in statement of Profit and loss	9,17,060	1,75,422
7	In Other Comprehensive Income
	Actuarial(Gain)/Loss
	Due to Change in financial assumptions	1,72,431	2,34,507
	Due to Change in demographic assumption	-	(4,748)
	Due to Change in experience adjustments	1,52,388	(60,226)
	Return on Plan Assets	(5,120)	(5,062)
	Net(Income)/Expense for theperiod Recognized in OCI	3,19,699	1,64,471

Note 30: Related Party Disclosure

Details of related parties:

A) Related party and their relationships :

i) Enterprises controlled by Director and Relatives:

Eske Tex (India) Private Limited

Sunil Fabrics Private Limited

Sunil Synthetics Private Limited

Sunil Prints Private Limited

Sunil EXIM Private Limited

Sunil Bleaching Co. Private Limited

Rarefab Textiles Private Limited

ii) Key Managerial Personnel:

Executive Directors

Mr. Vinod Lath – Chairman & Managing Director

Mr. Pradeep Roongta – CFO & Whole Time Director Mr. Ramesh Khanna- Whole time Director

Relatives of Executive Directors

Mr. Laxmikant Lath – Son of Mr. Vinod Lath

Mr. Prateek Roongta- Son of Mr. Pradeep Roongta

Mrs. Saroj Lath – Wife of Mr.Vinod Lath

Mrs. Beena Roongta – Wife of Mr. Pradeep Roongta

Mrs. Vandana Lath – Daughter in Law of Mr. Vinod Lath

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Non-Executive Directors

• Mr. Rohit Gadia- Non-Executive Director

Mrs. Shruti Saraf- Non-Executive Director

Mr.Rajesh Tibrewal- Non-Executive Director

Mr. Sourabh Sahu- Company Secretary

Note: Related parties have been identified by the Management. Actual re-imbursement of

expenses/taxes paid on behalf of related parties is not considered as a related party transactions for disclosure purpose.

Transactions with related parties and balances outstanding with related parties in the ordinary course of business:

	(Amount in Rs.	(Amount in Rs.
Transaction with Related Parties	For theyear ended
	March 31, 2021	March 31, 2020
Interest Paid
Eske Tex(India)Pvt Ltd	4,90,693	9,74,727
Loan taken repaid
Eske Tex(India)Pvt Ltd	26,57,938	80,56,269
Advancefor capitalgoods repaid
Rarefab Textiles Private Limited	91,00,000	82,00,000
Weaving Charges Paid
Rarefab Textiles Private Limited	27,63,416	36,96,756
Rentpaid
Sunil Fabrics Pvt Ltd	5,000	5,000
Vandana Textiles	6,00,000	6,00,000
Transaction with Key Management Person
Remuneration to Directors
Mr. Vinod Lath	12,00,000	12,00,000
Mr. PradeepRoongta	12,00,000	12,00,000
Mr. Ramesh Khanna	5,18,654	10,64,280
Remuneration to Company Secretary
Mr. Sourabh Sahu	2,27,400	35,865
Transactions with Relatives of KMP
Salary Paid
Mrs. Beena Roongta	8,40,000	8,40,000
Mr. Prateek Roongta	6,00,000	6,00,000
Balances outstanding with relatedparties
Due to EskeTex(India)Private Limited	29,59,039	51,63,086
Due to Rarefab Textiles Private Limited	75,50,000	1,66,50,000
Due to Vinod Lath	84,000	84,000
Due to PradeepRoongta	84,000	84,000
Due to Ramesh Khanna	50,067	79,690
Due to Sourabh Sahu	17,800	-

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Note 31: C.I.F. Value of Imports:

		(Amount in Rs.)
	Particulars	March 31, 2021	March 31, 2020
	Stores & Spares	NIL	NIL
	CapitalGoods	NIL	NIL
	Cloth Purchase	NIL	NIL

Note 32: Expenditure in Foreign Currency:

		(Amount in Rs.)	(Amount in Rs.)
	Particulars	March 31, 2021	March 31, 2020
		NIL	NIL

Note 33: Earnings in Foreign Currency:

Note 33: Earnings in Foreign Currency:	e 33: Earnings in Foreign Currency:
(Amount in Rs.) Particulars March 31, 2021 March NIL NIL Note 34: Stores, Spares, Dyes and Chemicals consumed:		(Amount in Rs.)		31, 2020 (Amt. In Rs.)
	Particulars	March 31, 2021	**March **	31, 2020
		NIL	NIL
				For theyear ended
	Particulars			March 31, 2021	March 31, 2020
a)	Indigenous			6,70,58,877	5,84,04,858
b)	Imported			NIL	NIL

			(Amt. In Rs.)
Note: 35		CONTINGENT LIABILITIES NOT PROVIDED FOR:	As	at
		Particulars	March 31, 2021	March 31, 2020
	a)	Bank Guarantee	4,19,78,472	3,65,45,023
	b)	Disputed Excise Duty liability*	1,41,29,548	1,41,29,548
	c)	Disputed Customs Duty liability of M/s. Sunil Impex , a firm in which the company was an erstwhile partner sharing 80% profit and loss (to the extent of theprofit and loss sharingratio).**	3,36,00,000	3,36,00,000
	d)	Disputed TNVAT liability ( Inclusive of penalty of Rs. 20.82 lakhs)***	28,04,623	28,04,623

• In the case of Excise Duty Liability, the Company had filed the appeal to CEGAT. An order was passed by CEGAT and has remanded the matter back to the Adjudicating Authority namely Commissioner of Central Excise, Thane-I. The management is of the view that the said demand will be deleted for which no liability will arise and in view of the same no provision is made as it will not impact the financial statements.

** In the case of Custom duty, the contingent liabilities is on account of the “departmental” appeal filed by custom authorities, the company had in fact received the order in its favor, in the first appeal. Therefore the management of the company is of the view that the departmental appeal would be dismissed in favor of the company, hence the same is shown as a contingent liability and no provision is made as it will not impact the financial statements.

*** In the case of TNVAT Liability, the company has filed appeal to the Sales Tax/VAT authorities. The management is in the view that the demands will be deleted and no provision is to be made as this will not impact the financial statements.

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Note: 36- Capital Commitments

		(Amt. In Rs.)	(Amt. In Rs.)
		For the year ended
	Particulars	March 31, 2021	March 31, 2020
i)	Estimated amount of Capital Contracts(net of advances)	3,00,00,000	75,00,000

Note: 37 - Earning Per Share

		(Amt. In Rs.)	(Amt. In Rs.)
		As at
		March 31, 2021	March 31, 2020
	Particulars
a)	No of Shares at the beginningof theyear	42,00,000	42,00,000
b)	No of Shares at the end of theyear	42,00,000	42,00,000
c)	Weighted average number of EquityShares outstandingduringtheyear	42,00,000	42,00,000
	EPS
a)	Net Profit/ (Loss)available for EquityShareholders	67,85,232	69,12,477
b)	Basic Earnings Per Share	1.62	1.65
c)	Diluted Earnings Per Share	1.62	1.65

Note: 38

The company has a spinning unit at Dindigul, Tamilnadu. The accounts of the Dindigul unit has been audited by S.M.M & Co. -Chartered Accountants

Note: 39 Assets Pledged as Security

ssets Pledged as Security
		(Amt. In Rs.)
Particulars	As at March 31, 2021	As at March 31, 2020
Current Asset
Non- Financial Assets
Inventories	15,67,18,654	19,78,12,072
Financial Assets
TradeReceivables	28,08,09,418	32,43,31,671
Cash& Cash Equivalents	3,42,68,769	38,63,133
Other Bank Balance	-	9,98,094
CurrentTax Assets	32,42,183	27,07,478
OtherCurrentAssets	10,69,15,277	8,56,37,108
Total Current Assets Pledged as Security	58,19,54,301	61,53,49,556
Non-Current Assets
Non- Financial Assets
LeaseholdLand	1,20,522	1,21,957
FactoryBuilding	71,15,451	81,97,316
Residential Premises	5,85,91,763	5,96,37,236
Furniture	3,07,378	3,44,706
Plant and Equipment	2,30,23,331	2,52,48,427

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OthersTangibleAssets	48,73,749	24,30,114
Deposits &Advances	3,13,94,327	1,84,01,889
Financial Assets
Non-CurrentInvestments	2,04,919	2,34,400
Deposit with Banks with maturity more than 12 months	65,00,000	50,00,000
Total Non-current Assets Pledged as Security	13,21,31,440	11,96,16,045
Total Assets Pledges as Security	71,40,85,741	**73,49,65,601 **

Note 40: Fair Value measurement

Financial Instrument by category and hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transactionbetween willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturitiesof these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such asinterest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to accountfor expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

The fair values for loans, security deposits and investment in preference shares were calculated based on cash flows discounted using a currentlending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter partycredit risk.

The fair values of non-current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fairvalues in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to thefair values.

Note 41: Financial Risk Management

Financial risk management objectives and policies

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial riskmanagement policy is set by the Managing Board.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument.The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and othermarket changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial

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instruments includinginvestments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company manages market risk through the managing board, which evaluates and exercises independent control over the entire processof market risk management. The managing board recommend risk management objectives and policies, which are approved by SeniorManagement.

Market Risk- Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interestrates. In order to optimize the Company’s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financialinstruments in its total portfolio.

Note 42: Capital risk management Risk Management

The Company aim to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet itsstrategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes ineconomic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company mayadjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditorsand market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order tomaintain, or if necessary adjust, its capital structure.

Note 43: Net Debt Reconciliation

et Debt Reconciliation
		(Amt. In Rs.)
Particulars	As at March 31, 2021	As at March 31, 2020
Cash and cash equivalents (Incl. Depositwithbanks)	3,42,68,769	48,61,227
Less:
Non-current borrowings (including currentmaturities)	3,42,56,332	4,17,56,462
CurrentBorrowings	26,72,22,511	24,33,13,516
InterestPayable	1,04,61,047	96,28,525
Net Debt	27,76,71,121	28,98,37,276

Note: 44

The outbreak of COVID-19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity. COVID-19 has significantly impacted business operations of the Company from the last fortnight of March, 2020, by way of interruption in production, supply chain disruption, etc. till the lockdown period. March to June is usually considered to be the peak period of sales for the Company's business. Partial resumption of production and dispatch has commenced from the second half of May, 2020.

The Company has made a detailed assessment of the recoverability of the Company's assets such as Inventory, Receivables, Investments, etc. as at the Balance Sheet date, using reasonably available

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information, estimates and judgments and has determined that none of these balances require material adjustments to their carrying value. However, the impact of pandemic might vary from those estimated as on the date of approval of these financial statements and the Company will continue to monitor any material changes to the future economic conditions,

The Company had availed moratorium in respect of term loans (interest & installments) and interest on cash credit accounts up to August 31, 2020, and with the support of the lenders, believes in its ability to continue as a going concern and meeting its liabilities as and when they fall due in the foreseeable future.

Note: 45

Previous year figures have been re-grouped/reclassified wherever/necessary to make them comparable with current year.

As per our report of even date For and on behalf of Board of Directors For P.R. Agarwal & Awasthi Chartered Accountants Firm Reg. No. 117940W

sd/-

A Pawan KR Agarwal Partner M. No. 34147

sd/sd/- Vinod Lath Pradeep Roongta (Chairman& (Chief Financial Officer & Managing Director) Whole Time Director) DIN: 64774 DIN: 130283

Place: Mumbai Date: 30/06/2021

Sd/- Sourabh Sahu (Company Secretary)

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