To, The Members, SUNIL INDUSTRIES LIMITED, DOMBIVLI
Dear Members
Your director's have great pleasure in presenting 50th Annual Report
along with the Audited Balance Sheet and Profit and Loss Account for the financial year
("F.Y.") ended on 31st March, 2026.
1. FINANCIAL SUMMARY:
The Financial Results are briefly indicated below:
| Particulars |
Financial Year 2025-2026 (FY 2026) |
Financial Year 2024-2025 (FY 2025) |
| Revenue from operations |
22,604.18 |
17,184.35 |
| Other Income |
24.58 |
34.87 |
| Total Revenue |
22628.76 |
17,219.22 |
| Profit before Interest, Depreciation and Tax |
601.75 |
482.95 |
| Less: Tax Expenses |
141.66 |
92.86 |
| Profit after Tax |
460.09 |
390.09 |
| Less: Share of Non-Controlling Interest |
0 |
0 |
| Net Profit for the year |
460.09 |
390.09 |
| Other Comprehensive Income |
7.32 |
1.90 |
| Total Comprehensive Income |
467.41 |
392 |
2. PERFORMANCE OF THE COMPANY AND STATE OF COMPANY'S AFFAIRS:
During the Financial Year 2025-26, the Company recorded a total revenue
of 22,628.76 lakhs as against 17,219.22 lakhs in the previous financial year, reflecting a
growth of approximately 31.42%. Revenue from operations stood at 22,604.18 lakhs compared
to 17,184.35 lakhs in FY 2024-25, while other income amounted to 24.58 lakhs against 34.87
lakhs in the previous year. The Company's Profit Before Tax (before interest, depreciation
and tax) increased to 601.75 lakhs from 482.95 lakhs in the preceding year. After
providing for tax expenses of 141.66 lakhs (Previous Year: 92.86 lakhs), the Profit After
Tax for the year stood at 460.09 lakhs as compared to 390.09 lakhs in FY 2024-25,
registering a growth of approximately 17.94%. The Company reported Other Comprehensive
Income of 7.32 lakhs against 1.90 lakhs in the previous year, resulting in a Total
Comprehensive Income of 467.41 lakhs for FY 2025-26 as against 392.00 lakhs in FY 2024-25.
There was no share of Non Controlling Interest during the year. The financial performance
reflects the Company's continued operational efficiency, improved business volumes and
sustained profitability during the year under review.
Discussion on state of Company's affairs has been covered as part of
the Management Discussion and Analysis for the year under review.
3. THE CHANGE IN THE NATURE OF BUSINESS. IF ANY:
There is no change in the nature of business of the Company.
4. 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 2025-2026.
Hence, the entire amount of profit has been carried forward to the Profit & Loss
Reserve Account.
5. DIVIDEND:
In order to conserve the reserves for a sustainable future, your
Company does not recommend any Dividend during the Financial Year 2025-2026.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there are no unpaid dividends pending of the Company.
7. DIVIDEND DISTRIBUTION POLICY
Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) requires
the top 1000 listed entities, based on market capitalization calculated as on March 31,
2026 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the
same in the Annual Report and on the website of the Company. However, Your Company is out
of purview of top 1000 listed entities based on market capitalization calculated as on
March 31 2026. Therefore, it is not applicable to the Company.
8. SHARE CAPITAL
As at 31st March, 2026, the Authorised Share Capital of the Company
stood at Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 5,00,000 (Five Lakhs
Only) equity shares of Rs. 10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-up
Equity Share Capital of the Company stood at Rs. 4,19,84,000/- (Rupees Four Crore Nineteen
Lakh Eighty-Four Thousand Only) divided into 41,98,400 (Forty-One Lakh Ninety-Eight
Thousand Four Hundred) equity shares of Rs. 10/- (Rupees Ten Only) each.
9. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
All the equity shares issued by the Company carry similar voting rights
and the Company has not issued any equity shares with differential voting rights during
the financial year under review.
10. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not granted any employee stock options (ESOPs) during
the financial year under review. Hence, disclosure of ESOPs under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 is not required.
11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company, under the provisions of Section 54 read with Rule 8(13) of
the Companies (Share Capital and Debentures) Rules, 2014, has not issued any sweat equity
shares during the financial year under review and hence the disclosure requirements in
this connection will not apply to the Company.
12. BUY-BACK
The Company has not bought back its shares during the financial period
under review.
13. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92 read with
Rule 12 of (Management and Administration) Rules, 2014 is available at the Website of the
Company. www.sunilgroup.com
14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year, the Board had met Five (5) times on
21.05.2025, 14.08.2025, 26.09.2025, 14.11.2025 and 12.02.2026.
15. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year on 12th February,
2026 to review the working of the Company, its Board and Committees.
16. 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 March, 2026, 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.
17. 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.
18. 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.
In the opinion of the Board, they fulfil the condition for
appointment/re-appointment as Independent Director on the Board. Further, in the opinion
of the Board, the Independent Directors also possess the attributes of integrity,
expertise and experience as required to be disclosed under Rule 8(5) (iii a) of the
Companies (Accounts) Rules, 2014.
19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL/ EXECUTIVE
DIRECTORS
A. Composition of Board of Directors (including Independent
Directors/Non-Executive Directors):
During the said financial year, no changes took place in Board of
Directors and Key Managerial Personnel of the Company. However, the following changes took
place after the end of the said financial year:
(a) Ms. Shruti Saraf ceased to be Independent Non-Executive Director
w.e.f. 26th May, 2026 due to completion of her second term as Independent Non-Executive
Director of the Company; and
(b) Ms. Shruti Somani was appointed as an Additional Director (Non-Executive and
Independent) of the Company w.e.f. 26th June, 2026, and who holds office up to the date of
ensuing Annual General Meeting or the last date on which the Annual General Meeting for
Financial Year 2025-2026 should have been held, whichever is earlier and who is eligible
for appointment under the relevant provisions of the Companies Act, 2013. Accordingly, it
is proposed to regularise her appointment as an Non-Executive Independent Director of the
Company to hold office for the period of 5 (five) years w.e.f. 26th June, 2026, at the
ensuing Annual General Meeting of the Company.
The present composition of the Board is in compliance with the
provisions of Section 149 of the Companies Act, 2013 and consist of Mr. Vinod Lath and Mr.
Pradeep Roongta are Executive Directors; Ms. Bindu Darshan Shah, Mrs. Shruti Somani and
Mr. Rajesh Tibrewal are the Independent Directors on the Board.
B. Key Managerial Personnel/ Executive Directors:
Mr. Vinod Lath, Managing Director, Mr. Pradeep Roongta, Whole Time
Director, Mr. Saurabh Sahu, Company Secretary are the Key Managerial Personnel of the
Company.
Mr. Vinod Lath is liable to retire by rotation in this 50th Annual
General Meeting and being eligible he has offered himself for re-appointment as Whole Time
Director. The Board recommends his re-appointment for your approval.
20. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Board states that during the financial year there has been no new
appointment of Independent Directors and its present three Independent Directors fulfil
the conditions of integrity, expertise and experience based on the size and operations of
your Company. Further the Board hereby states that by virtue of Independent Directors
being appointed as for a period of 5 years or more, therefore by virtue of the same the
mandatory online proficiency self-assessment test is exempted for the Independent
Directors of your Company.
21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIR
APPOINTMENT AND REMUNERATION
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. Details of the Nomination, Remuneration
and Evaluation Policy are set out are available at website of the Company at
www.sunilgroup.com.
The Committee Met 1 (One) time in the financial year.
22. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013
AND RULES MADE THEREUNDER
During the Year under review, the Company does not have any Holding or
Subsidiary Company. Therefore, the provision as mentioned under Section 197(14) of the
Companies Act, 2013 and rules made thereunder are not applicable to the Company.
23. AUDITORS AND AUDITORS REPORT:
A. STATUTORY AUDITORS:
M/s. V.K. Beswal & Associates, Chartered Accountants (Firm
Registration No. 101083W), were appointed as the Statutory Auditors of the Company
pursuant to the provisions of Section 139(8) of the Companies Act, 2013, to hold office
for a term of five consecutive years from the conclusion of 47th Annual General Meeting of
the Company until the conclusion of the 52nd Annual General Meeting of the Company to be
held in the year 2028.
The Statutory Auditors have confirmed that they continue to satisfy the
eligibility criteria prescribed under Sections 139 and 141 of the Companies Act, 2013, and
the rules made thereunder, and that they are not disqualified from continuing as the
Statutory Auditors of the Company.
In accordance with the provisions of the Companies Act, 2013, as
amended, the appointment of Statutory Auditors is not required to be ratified by the
members at every Annual General Meeting.
B. COST RECORDS AND COST AUDITOR
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.
M/s. Shanker Chaudhary & Co., Cost Accountant were appointed as
Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies
Act, 2013 to audit Cost records maintained by the Company for the financial year
commencing from 01st April, 2025 and ending 31st March, 2026.
M/s Shanker Chaudhary & Co, Cost Accountant are appointed as Cost
Accountants in the meeting of the Board held on 29th May, 2026 in compliance of Section
148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained
by the Company for the financial year commencing from 01st April, 2026 and ending 31st
March, 2026 at a remuneration of Rs. 1,50,000 (Rupees One Lakh Fifty Thousand only) plus
Service Tax & Re-reimbursement of out-of-pocket expenses.
C. INTERNAL AUDITORS:
The company had appointed M/s Chetan Jain & Associates, Chartered
Accountants, Mumbai, as Internal Auditor of the company for Financial Year 2025-2026. The
company appointed M/s Chetan Jain & Associates, Chartered Accountants, Mumbai, as
Internal Auditor of the company for Financial Year 2026-2027 in the meeting of the Board
held on 29th May, 2026.
D. SECRETARIAL AUDITOR:
The Company has been appointed M/s HSPN & Associates LLP, Company
Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for
a term of 5 (five) consecutive years commencing from financial year 2025-26 till financial
year 2029-30 at the Annual General meeting of the company held on 20th September, 2025 and
to issue Secretarial Audit Report as per the prescribed format under rules in terms of
Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The report of secretarial Auditor is
appended to this report as Annexure C to Director's Report.
24. EXPLANATION OR COMMENTS ON QUALIFICATION. RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICISING COMPANY SECRETARY IN
THEIR REPORTS:
The Statutory Auditor's Report does not contain any qualifications,
reservations or adverse remarks, but Secretarial Audit Report contains qualifications
pursuant to Regulations 31(2) of Listing Obligation, Disclosure Requirements, Regulations
2015 for Dematerialization of Promoters shareholding. The company would like to inform
that Promoters being distant relatives of each other are scattered all over and hence it
is very difficult to convert each promoter's physical holding into Demat, however the
company is in the process for conversion of the same as per Regulations 31(2) of LODR. The
Report of the secretarial auditor in MR-3 is given as an Annexure which forms part of this
report.
25. 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 Corporate Bank guarantee or
provided any security falling under Section 185 and 186 of the Companies Act 2013.
26. SUBSIDIARIES AND ASSOCIATE COMPANIES
The Company does not have any subsidiaries, joint venture and associate
companies as on 31st March, 2026, therefore report on the highlights of performance of
subsidiaries, joint venture and associate companies is not provided in this report.
27. 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 in compliance with the applicable provisions of
the Companies Act, 2013 and the Listing Regulations. There are no materially significant
related party transactions made by the Company with Promoters, Directors or Key Managerial
Personnel etc. which may have potential conflict with the interest of the Company at large
or which warrants the approval of the shareholders. Accordingly, transactions are being
reported in Form AOC-2 i.e., Annexure B in terms of Section 134 Companies (Accounts)
Rules, of the Act read with Rule 8 of the 2014. However, the details of the transactions
with the Related Party are provided in the Company's financial statements in accordance
with the Accounting Standards as applicable to the Company. All Related Party Transactions
are presented to the Audit Committee and the Board and wherever forecasted Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A
statement of all related party transactions is presented before the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the
transactions.
The Related Party Transactions Policy as approved by the Board is
uploaded on the Company's website at www.sunilgroup.com.
28. 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 been no material changes and commitments affecting the
financial position of the Company occurred during the financial year.
29. CASH FLOW AND STANDALONE FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow
Statement and Standalone Financial Statements is part of the Annual Report.
30. 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.
31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Audit Committee and the Board of Directors of the Company. Safety at work is being
followed at all times.
32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY 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.
33. 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.
34. 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 2025-2026
along with the hours spent on the Programme.
35. PARTICULARS OF EMPLOYEES AND MEDIAN REMUNERATION:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the Financial Year:
1. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the financial year:
| Name of the Directors |
Ratio to Median Remuneration |
Non-Executive Directors |
|
| Mr. Rajesh Tibrewal |
NA |
| Mrs. Shruti Saraf |
NA |
| Ms. Shruti Somani |
NA |
Executive Directors |
|
| Mr. Vinod Lath |
1:10.90 |
| Mr. Pradeep Roongta |
1:10.90 |
Company Secretary |
|
| Mr. Saurabh Sahu |
1:0.98 |
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 |
| Ms. Bindu Darshan Shah |
NA |
| Mr. Rajesh Tibrewal |
NA |
| Mrs. Shruti Saraf |
NA |
| Mr. Vinod Lath |
Constant |
| Mr. Pradeep Roongta |
Constant |
| Mr. Saurabh Sahu |
No changes |
c. The median remuneration for the year 2025-2026 is 2,20,132/-
d. The percentage increase/(decrease) in the median remuneration of
employees in the financial year: (0.00%)
e. The number of permanent employees on the rolls of Company: 30
f. The explanation on the relationship between average increase in
remuneration and Company Performance:
The overall decrease in aggregate remuneration is due to reduction of
employees. In order to ensure that remuneration reflects Company performance, the
performance pay is also linked to organization performance, apart from an individual's
performance.
g. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
| Particulars |
Value |
| Aggregate remuneration of Key Managerial
Personnel (KMP) in FY 31.03.2026 |
|
| Revenue |
Rs. 2,26,28,75,640 |
| Remuneration of KMPs (as a % of revenue) |
0.22% |
| Profit before Tax (PBT) |
Rs. 6,01,74,786 |
| Remuneration of KMP (as a % of PBT) |
8.34% |
1. 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:
There is no change in managerial remuneration for the relevant year as
compared to previous year.
i. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
| Particulars |
Mr. Vinod Lath (Managing Director) |
Mr. Pradeep Roongta (Whole-Time Director
& CFO) |
Mr. Saurabh Sahu (Company Secretary) |
| Remuneration in FY 2025-2026 |
Rs. 24,00,000 |
Rs. 24,00,000 |
Rs. 2,16,000 |
| Remuneration as % of Revenue |
0.11% |
0.11% |
0.0095% |
| Remuneration as % of Profit before Tax |
3.99% |
3.99% |
0.36% |
i. The key parameters for any variable component of remuneration
availed by the directors:
There are no variable components of remuneration provided to the
Directors.
The ratio of the remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess of the highest paid
director during the year: None
k. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Nomination and Remuneration Committee of the Company has affirmed
that the remuneration is as per the remuneration policy of the Company. The policy is
available on the company's website: www.sunilgroup.com.
1. 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.
36. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the
year under review.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S
OPERATIONS IN FUTURE:
During the year no Significant and Material Orders passed by the
regulations or Courts or Tribunals impacting the going concern status and Company's
operations in future.
38. 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 system 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.
39. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplace
and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The Company
has constituted Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) for reporting and
conducting inquiry into the complaints made by the victim on the harassment at the
workplace.
Your Directors further state that during the fiscal year 2025-26, there
were no complaints received pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to
Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:
a) Number of complaints filed during the F.Y.: Nil
b) Number of complaints disposed off during the F.Y.: Nil
c) Number of complaints pending as on end of the F.Y.: Nil
40. INSOLVENCY AND BANKRUPTCY CODE
During the year, there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose
the details of application made or proceeding pending at the end of financial year is not
applicable.
41. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,
2014
During the year, there were no instances where your Company required
the valuation for one-time settlement or while taking the loan from the Banks or Financial
institutions. The requirement to disclose the details of difference between amount of
valuation done at the time of onetime settlement and valuation done while taking loan from
the Banks and Financial Institutions along with the reasons thereof is also not
applicable.
42. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is fully compliant with the provisions of the Maternity
Benefit Act, 1961, and all applicable rules and amendments thereof. The Company provides
maternity benefits, including paid leave and other entitlements, to eligible women
employees in accordance with the Act.
During the financial year 2025-26, the Company has ensured that all
eligible women employees have been granted maternity leave and associated benefits as per
the statutory requirements. The internal policies of the Company also support a safe and
inclusive work environment for women during and post maternity period.
The Company continues to foster a workplace that promotes health,
well-being, and equality for all employees.
43. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT
There has been no voluntarily revision in the financial statements and
board's report for the previous financial years.
44. COMMITTEES OF THE BOARD
The Board/Company has duly constituted the following mandatory
Committees pursuant to the provisions of the Act; 2013 rules framed there under and SEBI
Listing Regulations.
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee
The Composition of all above Committees, number of meetings held during
the year under review, brief terms of reference and other details have been incorporated
in the Section of Corporate Governance Report forming part of this Report.
All the recommendations made by the Committees were accepted by the
Board.
45. VIGIL MECHANISM POLICY 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
2025-2026.
46. REGISTRAR AND SHARE TRANSFER AGENT
M/s MUFG Intime India Private Limited, C 101, 1 Floor, 247 Park, Lal
Bahadur Shastri Marg, Vikhroli West, Mumbai - 400083, Maharashtra, is the Registrar and
Share Transfer Agent of the Company for the physical and Demat shares. The members are
requested to contact directly for any requirements.
47. 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.
48. CORPORATE GOVERNANCE:
The Company is committed towards maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance requirements as set out by
Securities and Exchange Board of India. The Report on Corporate Governance as stipulated
under Regulation 34 (3) and Part C of Schedule V of the SEBI (Listing Obligation and
Disclosure Requirement), Regulation 2015 forms part of the Annual Report. The Certificate
from the practicing Company Secretary confirming compliance with the conditions of
Corporate Governance as stipulated under Regulation 34 (3) and Part E of Schedule V of the
SEBI (Listing Obligation and Disclosure Requirement), Regulation 2015 is also published in
this Annual Report.
49. REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Regulation 34
(3) and Part C of Schedule V of the SEBI (Listing Obligation and Disclosure Requirement),
Regulation 2015 prepared by HSPN Associates & LLP, Company Secretaries, forms part of
the Annual Report and is annexed hereto as Annexure D.
50. 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.
51. 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.
52. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a
good reputation are among the primary determinants of value to the shareholder. The
organizational vision is founded on the principles of good governance and delivering
leading-edge products backed with dependable after sales services.
53. REPORTING OF FRAUDS
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instance of fraud committed in the Company by
its officers or employees to the Audit Committee under Section 143(12) of the Act, details
of which need to be mentioned in this Report.
54. EVALUATION OF BOARD
Pursuant to the provisions of the Act and provisions of SEBI Listing
Regulations, a separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board who were evaluated on parameters such as
level of engagement and contribution and independence of judgment thereby safeguarding the
interest of the Company. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the
Non-Independent Directors was carried out by the Independent Directors. The Board also
carried out annual performance evaluation of the working of its Audit, Nomination and
Remuneration, Corporate Social Responsibility as well as Stakeholders' Relationship
Committee. The Directors expressed their satisfaction with the evaluation process.
55. 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.
56. ACKNOWLEDGEMENTS
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: 21st August, 2026 |
| PLACE: DOMBIVLI. |
|