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Directors Report of Sunitee Chemicals Ltd.

Mar 31, 2015

Dear Members,

Your Directors present their Twenty Third report together with the Audited Financial Statement of your Company for the year ended 31st March, 2015.

Financial Highlights

(Rs in lacs)

Particulars 2014-2015 2013-2014

Total Income 61.10 7.17

Total expenditure 142.45 5.99

Operating profit (PBIDT) (81.35) 1.18

Depreciation 0 0.25

Profit before Taxation (81.35) 1.17

Provision for Tax 0 0.42

Add: Deferred Tax Liability Reversal 0 0

Profit after Taxation (81.35) 0.76

Add Balance brought forward from previous year (3.58) (4.34)

Amount available for appropriation (84.93) (3.58)

Appropriation:To General Reserve Nil Nil

Balance carried to Balance Sheet (84.93) (3.58)

Dividend & Reserve

No Dividend was declared for the current financial year due to loss incurred by the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

Operations/ State of the Company's Affairs

The Company achieved a turnover of Rs. 61.10 lacs but due to adverse market conditions, there was a loss of Rs. 81.35 Lacs this year.

Share Capital

During the year under the review there is no change in the Issues, Subscribe and Paid up Share Capital for the company.

Employee Stock Options Scheme

During the year under the review the company has not issued any Shares pursuant to the Employee Stock Options Scheme.

Holding Company / Subsidiary Company

During the year under the review the company didn't have any Holding Company, Subsidiary, Associate and Joint Venture Company.

Management Discussion & Analysis Report

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

Corporate Governance - Company is require to prepare CG Report

A Report on Corporate Governance alongwith a certificate from the statutory auditors of the company regarding the Compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement from a part of this Annual Report.

Environment Protection

The Company is doing only the trading activities. It does not generate any Water or Air Pollution. Hence, the law and regulations relating to the Pollution Control and Environment Protection are not applicable to the Company.

Insurance and Protection of Assets

The Company's all fixed assets and tangible movable assets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved insurance companies. During the year the Company has not made any insurance claims and no such claims are pending for settlement.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors and Key Managerial Personnel

Mr. Rajeshbhai Desai and Mr. Sagar Harshadkumar Soni were appointed as additional directors w.e.f. December 18, 2014. The Company has received requisite notice proposing their candidature for the of- fice of Director of the Company at the forthcoming annual general meeting of the Company. The Com- pany has also received declaration under Section 149(7) from Mr.Rajeshbhai Desai confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreements with the Stock Exchanges.Pursuant to Section 149 and other applicable provisions of the Act, your Directors recommend appointment of Mr.Desai as an Independent Director for five con- secutive years effective from September 30, 2015.

Mr. Sanjay Shah and Mr. Rajendra Barkalle ceased to be directors of the Company w.e.f. November 14, 2014 and Mr. Madan Das and Mr. Vipin Chandra Shivhare ceased to be directors of the Company w.e.f. February 13, 2015. Your directors place on record their sincere appreciation of the services provided by them. Mr. Dhawal Solanki, ceased to be Managing director of the company w.e.f. November 14, 2014 during the year under the review. Mr. Solanki continues to be a Director of the Company, liable to retire by rotation.

Kay Managerial Personnel

Mr. Sagar Soni was appointed as Managing Director and Chief Financial Officer of the Company w.e.f. December 18, 2014. Mrs. Priti Patadia, director of the Company retires by rotation and being eligible offers herself for reappointment.

Ms. Kanchan Narwani was appointed as the Company Secretary of the Company with effect from December 18, 2014.

Ms. Narwani resigned from the post of Company Secretary with effect from May 20, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evalua- tion of every Director's performance was done by Nomination and Remuneration Committee. The per- formance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the Directors to discharge their duties; Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The details of familiarisation programme for Independent Directors have been disclosed on website of the Company.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the require- ments as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. A total of Eight Board Meetings were held during the year 2014-2015 on the following dates: May 30, 2014, July 12, 2014, August 14, 2014, August 20, 2014, November 14, 2014, December 18, 2014, December 30, 2014 and February 13, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

Performance Evaluation of Independent Directors

The Board has formulated a questionnaire for performance Evaluation of Independent Directors. The questionnaire has among others basically captured the following points:

* Key attributes of the Independent Director

* Level and quality of participation in the Board and Committee Meetings

* Inputs provided by the Independent Director based on his knowledge, skills and experience

* Independence in Judgment

* Knowledge of Company's Business.

The Board of Directors had in their meeting held on February 13, 2015 evaluated the performance of Mr. Sanjay Shah, Mr. Rajendra Barkalle, Mr. Madan Das (since resigned), Mr. Rohan Jain and Mr. Shailesh Gupta, Independent Directors of the Company and has determined to continue with the term of appoint- ment of the Independent Directors.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on February 13, 2015 without the attendance of Non-Indepen- dent Directors and Members of Management. All the Independent Directors were present at such meeting and at the Meeting they have:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Assessed the quality, quantity and timelines of flow of information between the Company Manage- ment and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Present Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Company's Management and the Board is satisfactory.

Training of Independent Directors

The company shall provide suitable training to independent directors to familiarize them with the com- pany, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013,the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

Composition of Audit Committee

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has constituted a Committee of the Board of Directors knows as the Audit Committee which comprises of two independent Directors, namely Mr. Madan Das and Mr. Vipin Shivhare and one Executive Director, Mr. Dhaval Solanki. Mr. Vipin Shivhare is the Chairman of the Committee. With effect from December 18, 2014, Mr. Sagar Soni, Managing Director and Mr. Rajeshbhai Desai and Mr. Shailesh Kumar Gupta, Independent Directors, were appointed as members of the Committee in place of Mr. Dhaval Solanki, Mr. Madan Das and Mr. Vipin Shivhare. Mr. Rajeshbhai Desai was appointed as Chairman of the Committee. All members of the Audit Committee possess strong knowledge of accounting and financial management. Financial Controller, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective action taken by the management are presented to the Audit Committee.The Board has accepted all recommendations, if any, of the Audit Committee made from time to time.

Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company’s policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at website of the company.

Risk Management

The Company has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

Auditors

M/s. Anam & Associates, Chartered Accountants, Baroda, retires as the Auditors of the Company at the ensuing Annual General Meeting. As required under the provisions of Section 139 and 141of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. Anam & Associates, Chartered Accountants, Mumbai, to be re-appointed as Auditors for a period of five years, i.e. upto conclusion of the 28th Annual General Meeting of the Company, to the effect that their appointment / re-appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders for approval re-appointment of M/s. Anam & Associates, Chartered Accountants, as the Statutory Auditors to hold office from the ensuing 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting and to fix their remuneration.

The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

The Board had appointed Shubham Agarwal, Company Secretary in Practice to conduct Secretarial Audit of the Company for the year 2014-15. The Auditor had conducted the audit and their report thereon was placed before the Board. The report of the Secretarial Audit is annexed herewith as "'Annexure - I"'. There are no qualifications or observations in the Report.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

There was no guarantees given or security provided or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of loans given are provided in the financial statement (Please refer to Note no. 8 to the financial statement). All the loans were given the purpose of business of the recipients.

Contracts and Arrangements with Related Parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

Deposits, Loans and Advances

The Company has neither accepted nor renewed any deposits during the year under review.

Explanation or Comments on Qualifications, Reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There was no qualifications, reservations or adverse remarks made either by the Auditors or by the Prac- ticing Company Secretary in their respective reports.

Particulars of Remuneration of Employees and Other Required Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing any remuneration which is in excess of the limits laid down therein. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - II.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

Extract of Annual Return

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure - III and forms part of this Report.

General

During the year under review, no revision was made in the financial statement of the Company. During the year ended March 31, 2015 , there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market since the listing of the Company's equity shares. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

Cautionary statement:

Certain statements in the Director's Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securi- ties laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company s operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regula- tions, tax regimes, economic development within India and other incidental factors.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers and associ- ates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

Registered Office: For and Behalf of the Board

24, Laxmi Chambers, Navjeevan Press Road, Opp. Old Gujarat High Court, Ahmedabad- 380014. Email: sunitteechemicals@rediffmail.com; Maninagar, Ahmedabad- 380008 web site: www.suniteechemicalsltd.com Contact No: 07955300551 Date: September 4, 2015 Rajeshbhai Chhaganbhai Sagar Harshadkumar Desai Soni DIN No: 07047426 DIN - 07047446 16-380,Golul Avas, Managing Director JodhpurGam, & CFO Ahmedabad: 380015 7, Anand Apartment, Gujarat, India Kankaria, Rambag Road, Ahmedabad: 380008




Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Accounts for the financial year ended March 31, 2014:

Financial results (Rs in lacs) Particulars 2013-2014 2012-2013

Total Income 7.17 99.66

Total expenditure 5.99 98.62

Operating profit (PBIDT) 1.18 1.04

Depreciation 0.25 0.25

Profit before Taxation 1.17 1.04

Provision for Tax 0.42 0.37

Add: Deferred Tax Liability Reversal 0 (0.01)

Profit after Taxation 0.76 0.68

Add Balance brought forward from previous year Nil Nil

Amount available for appropriation 0.76 0.68

Appropriations General Reserve Nil Nil

Balance carried to Balance Sheet 0.76 0.68

Operations:

Due to adverse market conditions, there was a drastic reduction in the total income of the Company from 99.66 Lacs in previous year to Rs. 7.17 Lacs this year.

Dividend

In view of inplugging back the profits, your Directors regret their inability to recommend any Dividend for the year 2013-14.

Management Discussion & Analysis Report

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

Corporate Governance

A separate section on Corporate Governance and certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

Environment Protection

The Company is doing only the trading activities. It does not generate any Water or Air Pollution. Hence, the law and regulations relating to the Pollution Control and Environment Protection are not applicable to the Company.

Insurance and Protection of Assets

The Company''s all fixed assets and tangible movable assets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved insurance companies. During the year the Company has not made any insurance claims and no such claims are pending for settlement

Fixed Deposits

Your company has not accepted any fixed deposits during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Directors

Mr. Rohan Jain and Mr. Shailesh Kumar Gupta were appointed as Additional Directors of the Company w.e.f. July 12, 2014 and Mr. Rajendra Barkalle and Mr. Sanjay Shah as Additional Directors w.e.f. August 20, 2014. They hold office as Additional Directors up to the next Annual General Meeting of the Company. The Company has received requisite notice proposing their candidature for the office of Director(Independent) of the Company at the forthcoming annual general meeting of the Company. Mr. Madan Das, existing Independent Director is required to be appointed as Independent Director under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Dhaval Solanki and Mr. Vipin Chand Shivhare will retire at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The necessary resolutions are being placed before the members for approval.

Auditors

M/s S.N.Gadia & Co., Statutory Auditors, retire at the conclusion of the forthcoming annual general meeting and have shown their un-willingness to be re-appointed as the auditors of the Company.

M/s. Dafariya and Company (having firm Registration No. - 001448C), Chartered Accountants, have given their consent to become statutory auditors of the Company and confirmed their eligibility for appointment as such. Pursuant to the provisions of Section 139 of the Companies Act, 2013, auditors are required to be appointed for a period of 5 years. Therefore the Board recommends the appointment of M/s. Dafariya and Company as the statutory auditors of the Company till the conclusion of the fifth consecutive annual general meeting of the Company to be held in the year 2019.

The comments by the Auditors in their Report are self-explanatory and in the opinion of the Board, do not require any further clarifications.

Particulars of Employees:

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 nobody of the Company is drawing salary or Commission, which exceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard.

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judg- ments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis.

Statutory Disclosure

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the company.

Details of foreign exchange earnings and outgo are NIL for the financial year under review. Appreciation

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep appreciation for the services rendered by the Executives, Staff and Workers of the Company at all levels and for their dedication and loyalty.

Place : Ahmedabad For and on behalf of the Board Date : August 20, 2014 Managing Director Director DIN : 02127298 DIN : 05266268 Name : Dhaval Solanki Name : Madan Das Address : Flat No.23, Address: F 93,Ligcolony, Block No. 3, Ramdev Nagar, Satellite, Shiv Tower Indore - 452 001. Near Nandan Apartment, Ahmedabad - 380 015.

 
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