sunitee chemicals limited€¦ · to appoint a director in place of mr. vipin chand shivhare...

SUNITEE CHEMICALS LIMITED

22NDANNUAL REPORT

2013 - 2014


... 1 ...

BOARD OF DIRECTORS

Shri Dhaval Solanki Managing DirectorSmt. Preeti Patadia DirectorShri Vipin Chandra Shivhare DirectorShri Madan Das Independent Director*Shri Rohan Jain Independent Director*Shri Shailesh Kumar Gupta Independent Director** Shri Rajendra Barkalle Independent Director** Shri Sanjay Shah Independent Director

BANKERS OF THE COMPANY

Axis Bank Limited

STATUTORY AUDITORSS. N. Gadia & CompanyChartered Accountants241, Appollo Tower, 2, M.G Road,Indore. Madhya Pradesh - 425001

LISTINGAHEMDABAD MUMBAIAhemdabad Stock ExchangeLimited Bombay Stock Exchange LimitedKamdhenu Complex, 25th Floor, P.J. Towers,Nr. Panjarapole, Dalal Street, Fort,Ambawadi, Ahemdabad – 380 015 Mumbai – 400 001

REGISTRAR & SHARE TRANSFER REGISTERED OFFICE ADDRESS:AGENTS:Purva Sharegistry(India) Pvt. Ltd. D-133, Shri Ghantakaran Mahavir Market,Shiv Shakti Ind. Estate Near New Cloth Market, SarangpurJ.R. Borich Marg, Opp. Kasturba Hospital Ahmedabad-380 002, GujaratLower Parel (East), Mumbai – 400 011

*Appointed as Additional Directors of the company w.e.f. July 12, 2014** Appointed as Additional Directors of the company w.e.f. August 20, 2014


... 2 ...

NOTICE

NOTICE is hereby given that the TWENTY SECOND ANNUAL GENERAL MEETING of theMembers of SUNITEE CHEMICALS LIMITED (CIN : L24110GJ1992PLC017164) will be held onTuesday, September 30, 2014 at 10.30 a.m. at the registered office of the Company at D-133, ShriGhantakaran Mahavir Market, Near New Cloth Market, Sarangpur, Ahmedabad – 380 002, Gujarat totransact the following business:

ORDINARY BUSINESS:

1. To receive consider and adopt the Balance Sheet as at March 31, 2014 and the Profit & LossAccount for the year ended on that date and reports of the Directors and Auditors thereon.

2. To appoint a Director in Place of Mr. Vipin Chand Shivhare (01788638), who retires by rotationand being eligible, offers himself for re-appointment.

3. To appoint a Director in Place of Mr. Dhawal Solanki (02127298), Managing Director, who retiresby rotation and being eligible, offers himself for re-appointment.

4. To appoint Auditors and fix their remuneration.

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules framed thereunder, M/s. Dafariya and Company, CharteredAccountants (ICAI Firm Registration No. 001448C), be and is hereby appointed as auditors of theCompany, in place of retiring auditors M/s S. N. Gadia & Company, who have shown theirunwillingness to be re-appointed as auditors of the Company, to hold office from the conclusion ofthis Annual General Meeting (“AGM”) until the conclusion of the fifth consecutive AGM of theCompany to be held in the year 2019 (subject to ratification of the appointment by the members atevery AGM held after this AGM) at a remuneration to be decided by the Board of Directors of theCompany.”

SPECIAL BUSINESS:

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

“RESOLVED that pursuant to the provisions of sections 149, 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s)or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement,Mr. Madan Das (DIN: 05266268), who was appointed as an Independent Director of the Companyliable to retire by rotation and whose term expires at this Annual General Meeting and in respect ofwhom the Company has received a notice in writing from a member proposing his candidature forthe office of Director under section 160 of the Act, be and is hereby appointed as an IndependentDirector of the Company to hold office for a term upto five consecutive years commencing from30th September, 2014, not liable to retire by rotation.”


“RESOLVED that pursuant to the provisions of sections 149, 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appoint-


... 3 ...

ment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. RohanJain (DIN: 06906393), who was appointed by the Board of Directors as an additional director of theCompany with effect from July 12, 2014 and who holds office upto the date of the forthcomingAnnual General meeting of the Company in terms of Section 161 of the Companies Act, 2013,(“the Act”) and in respect of whom the Company has received a notice in writing from a memberproposing his candidature for the office of Director under section 160 of the Act, be and is herebyappointed as an Independent Director of the Company to hold office for a term upto five consecu-tive years commencing from 30th September, 2014, not liable to retire by rotation.”


“RESOLVED that pursuant to the provisions of sections 149, 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appoint-ment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. ShaileshKumar Gupta (DIN: 06906574), who was appointed by the Board of Directors as an additionaldirector of the Company with effect from July 12, 2014 and who holds office upto the date of theforthcoming Annual General meeting of the Company in terms of Section 161 of the CompaniesAct, 2013, (“the Act”) and in respect of whom the Company has received a notice in writing froma member proposing his candidature for the office of Director under section 160 of the Act, be andis hereby appointed as an Independent Director of the Company to hold office for a term upto fiveconsecutive years commencing from 30th September, 2014, not liable to retire by rotation.”


“RESOLVED that pursuant to the provisions of sections 149, 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appoint-ment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. RajendraBarkalle (DIN: 00290416), who was appointed by the Board of Directors as an additional directorof the Company with effect from August 20, 2014 and who holds office upto the date of the forth-coming Annual General meeting of the Company in terms of Section 161 of the Companies Act,2013, (“the Act”) and in respect of whom the Company has received a notice in writing from amember proposing his candidature for the office of Director under section 160 of the Act, be and ishereby appointed as an Independent Director of the Company to hold office for a term upto fiveconsecutive years commencing from 30th September, 2014, not liable to retire by rotation.”


“RESOLVED that pursuant to the provisions of sections 149, 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appoint-ment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. SanjayShah (DIN: 00290441), who was appointed by the Board of Directors as an additional director ofthe Company with effect from August 20, 2014 and who holds office upto the date of the forthcom-ing Annual General meeting of the Company in terms of Section 161 of the Companies Act, 2013,


... 4 ...

(“the Act”) and in respect of whom the Company has received a notice in writing from a memberproposing his candidature for the office of Director under section 160 of the Act, be and is herebyappointed as an Independent Director of the Company to hold office for a term upto five consecu-tive years commencing from 30th September, 2014, not liable to retire by rotation.”

Registered Office: For and Behalf of the BoardD-133, Shri Ghantakaran Mahaveer Market,Near New Cloth Market,Sarangpur, Ahmedabad, GujaratDate: August 20, 2014 Managing Director

DIN : 02127298Name : Dhaval SolankiAddress : Flat No. 23, Block No. 3,Ramdev Nagar Satellite, Shiv Tower,Near Nandan Apartment,Ahmedabad - 380 015.

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can actas proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more thanten percent of the total share capital of the Company. The instrument of Proxy in order to beeffective, should be deposited at the Registered Office of the Company, duly completed and signed,not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith.Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriateresolution/authority, as applicable.

2. Electronic copy of the Notice of the Annual General Meeting of the Company inter alia indicatingthe process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to allthe members whose email IDs are registered with the Company/Depository Participants(s) forcommunication purposes unless any member has requested for a hard copy of the same. Formembers who have not registered their email address, physical copies of the Notice of the AnnualGeneral Meeting of the Company inter alia indicating the process and manner of e-voting alongwith Attendance Slip and Proxy Form is being sent in the permitted mode.

3. Explanatory statement in respect of the special business pursuant to section 102 of the CompaniesAct, 2013 is attached herewith.

4. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014, the Company is pleased toprovide members facility to exercise their right to vote at the Annual General Meeting (“AGM”)by electronic means and the business may be transacted through e-Voting Services providedby National Securities Depository Limited (NSDL):


... 5 ...

The instructions for e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs areregistered with the Company/Depository Participants(s)]:

(i) Open email and open PDF file viz; “SUNITEE CHEMICALS e-Voting.pdf” withyour Client ID or Folio No. as password. The said PDF file contains your user IDand password/PIN for e-voting. Please note that the password is an initial pass-word.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder – Login

(iv) Put user ID and password as initial password/PIN noted in step (i)above. ClickLogin.

(v) Password change menu appears. Change the password/PIN with new passwordof your choice with minimum 8 digits/characters or combination thereof. Notenew password. It is strongly recommended not to share your password with anyother person and take utmost care to keep your password confidential.

(vi) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(vii) Select “EVEN” of SUNITEE CHEMICALS LIMITED.

(viii) Now you are ready for e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also“Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify yourvote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are requiredto send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the dulyauthorized signatory(ies) who are authorized to vote, to the Scrutinizer throughe-mail to [email protected] with a copy marked [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whoseemail IDs are not registered with the Company/Depository Participants(s) or requestingphysical copy]:

(i) Initial password is provided at the bottom of the Attendance Slip for the AGM:EVEN (E Voting Event Number) USER ID PASSWORD/PIN.

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

II In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Sharehold-ers and e-voting user manual for Shareholders available at the Downloads section of


... 6 ...

www.evoting.nsdl.com

III If you are already registered with NSDL for e-voting then you can use your existing user IDand password/PIN for casting your vote.

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

V The e-voting period commences on September 24, 2014 (9:00 am) and ends on September26, 2014 (6:00 pm). During this period shareholders’ of the Company, holding shares eitherin physical form or in dematerialized form, as on the cut-off date (record date) of August 28,2014, may cast their vote electronically. The e-voting module shall be disabled by NSDL forvoting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholdershall not be allowed to change it subsequently.

VI The voting rights of shareholders shall be in proportion to their shares of the paid up equityshare capital of the Company as on the cut-off date (record date) of August 28, 2014.

VII Mr. Shankar Prasad Bhagat, Practicing Chartered Accountants (Membership No. 052725)has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair andtransparent manner.

VIII The Scrutinizer shall within a period not exceeding three(3) working days from the conclu-sion of the e-voting period unblock the votes in the presence of at least two(2) witnesses notin the employment of the Company and make a Scrutinizer’s Report of the votes cast infavour or against, if any, forthwith to the Chairman of the Company.

IX The Results shall be declared on or after the AGM of the Company. The Results declaredalong with the Scrutinizer’s Report shall be placed on the Company’s websitewww.suniteechemicalsltd.com and on the website of NSDL within two(2) days of passing ofthe resolutions at the AGM of the Company and communicated to the BSE Limited.

Registered Office: For and Behalf of the BoardD-133, Shri Ghantakaran Mahaveer Market,Near New Cloth Market,Sarangpur, Ahmedabad, GujaratDate: August 20, 2014 Managing Director

DIN : 02127298Name : Dhaval SolankiAddress : Flat No. 23, Block No. 3,Ramdev Nagar, Satellite, Shiv Tower,Near Nandan Apartment,Ahmedabad - 380 015.


... 7 ...

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TOSECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. – 5 to 9

Mr. Rohan Jain and Mr. Shailesh Kumar Gupta were appointed as Additional Directors of the Companyat the meeting of the Board of Directors held on July 12, 2014. Mr. Rajendra Barkalle and Mr. SanjayShah were appointed as an Additional Directors of the Company at the meeting of the Board of Directorsheld on August 20, 2014.

Mr. Rohan Jain is LLB having experienced in the legal matters, Mr. Shailesh Kumar Gupta is matric inqualification but having rich experience in the fields of Administration, Mr. Rajendra Barkalle is B.E.,CivilEngineer and has rich experience in the relevant field and Mr. Sanjay Shah is an Architech and hasexperience in the field of Architecture. Mr. Madan Das, existing Independent Director is required to beappointed as Independent Director under Section 149 of the Companies Act, 2013 and Clause 49 of theListing Agreement.

Pursuant to the provisions of section 149 of the Companies Act, 2013 (‘the Act’), the Board of Directorsof the Company should have at least half of the total number of Directors as Independent Directors. Thetenure of the Independent Directors will be for a period of five years and the provisions relating to retire-ment of Directors by rotation shall not be applicable to Independent Directors.

The Company has received Notices in writing from Members along with the requisite deposit in accor-dance with section 160 of the Act, proposing the candidature of Mr. Madan Das, Mr. Rohan Jain, Mr.Shailesh Kumar Gupta, Mr. Rajendra Barkalle and Mr. Sanjay Shah respectively, as Independent Direc-tors.

The Company has also received the declarations from each of the abovementioned Independent Directorsto the effect that they meet with the criteria of independence as prescribed both under sub-section (6) ofsection 149 of the Act and Clause 49 of the Listing Agreement.

In the opinion of the Board, each of these Directors fulfill the conditions specified in the Act read with therelevant Rules for their respective appointment as Independent Director and they are independent ofmanagement. Brief Profile of the Independent Directors to be appointed, the nature of their expertise inspecific functional areas, names of companies in which they hold directorships and membership/chair-manship of Board Committees, shareholding in the Company, etc., as stipulated in Clause 49 of theListing Agreement with the Stock Exchanges are furnished herein below:

DISCLOSURE AS PER CLAUSE 49 OF THE LISTING AGREEMENT FOR APPOINTMENT/RE-APPOINTMENT OF DIRECTORS. BRIEF PARTICULARS OF DIRECTORS BEING AP-POINTED/RE-APPOINTED AS FOLLOWS:

Name Mr. Vipin Mr. Dhaval Mr. Madan Mr. Rohan Mr. Shailesh Mr. Rajendra Mr. SanjayChand Solanki Das Jain Kumar Barkalle Shah

Shivhare Gupta

Din No 01788638 02127298 05266268 06906393 06906574 00290416 00290441

Date of Birth 14/08/1954 08/09/1981 04/06/1976 23/03/1990 29/09/1967 26/09/1959 09/10/1961

Date ofAppointment 08/02/2005 22/08/2008 02/07/2012 12/07/2014 12/07/2014 20/08/2014 20/08/2014


... 8 ...

Directorship Nil 1. Bardo Nil Nil Nil 1. Saboo Libraheld in other Jewels Brothers Realitiescompanies Private Limited Private

Limited (Managing Limited, (Director) Director) (Director)

2. Libra Realities Private Limited, (Director)3. Modern Goods Private Limited, (Director)

Memberships/ – – – – – – –Chairmanshipsof Committeesacross PublicCompanies*

Brief Profile Rich He is a young Experince in Rich Rich Rich Richcovering experience and dynamic field of office experince in experience in experience in Architechturalexperience in general personality Administartion field of the field of the field of knowledgeachievements business Legal Administartion Civiletc management matters Engineering

Qualifications LLB B.Com Metric Bcom LLB Metric B.E., Civil ArchitectEngineer

Shares held in Nil Nil Nil Nil Nil Nil Nilthe Company

The Board considers that the expertise and knowledge of the abovementioned Directors would be ofimmense benefit and value to the Company and it is desirable to avail of their services as IndependentDirectors. Accordingly, the Board recommends the Ordinary Resolutions in relation to appointment ofMr. Madan Das, Mr. Rohan Jain, Mr. Shailesh Kumar Gupta, Mr. Rajendra Barkalle and Mr. Sanjay Shahas Independent Directors, for approval by the shareholders of the Company. All the IndependentDirectors being appointees may be deemed to be interested in the Resolutions for their respectiveappointments as set out in Item Nos. 5 to 9 of the Notice.

Their induction of these directors as independent directors on the Board would be beneficial to thecompany.

Except as provided above, none of the other Directors, promoters and Key Managerial Personnel of theCompany and their relatives is concerned or interested, financially or otherwise, in the resolution set outat Item Nos. 5 to 9 of the Notice.

Registered Office: For and Behalf of the BoardD-133, Shri Ghantakaran Mahaveer Market,Near New Cloth Market,Sarangpur, Ahmedabad, GujaratDate: August 20, 2014

Managing DirectorDIN : 02127298Name : Dhaval SolankiAddress : Flat No. 23, Block No. 3,Ramdev Nagar, Satellite, Shiv Tower,Near Nandan Apartment,Ahmedabad - 380 015.


... 9 ...

Directors’ Report

To the Members,

Your Directors have pleasure in presenting the Twenty Second Annual Report and Audited Accounts forthe 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

Appropriation:To 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 from99.66 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 Dividendfor 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 regardingcompliance of conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement withthe Stock Exchanges, forms part of the Annual Report.


... 10 ...

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 tothe Company.

Insurance and Protection of Assets

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

Fixed Deposits

Your company has not accepted any fixed deposits during the year under review and as such, no amountof 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 Companyw.e.f. July 12, 2014 and Mr. Rajendra Barkalle and Mr. Sanjay Shah as Additional Directors w.e.f. August20, 2014. They hold office as Additional Directors up to the next Annual General Meeting of theCompany. The Company has received requisite notice proposing their candidature for the office ofDirector(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 underSection 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 Meetingand being eligible, have offered themselves for re-appointment. The necessary resolutions are being placedbefore the members for approval.

Auditors

M/s S.N.Gadia & Co., Statutory Auditors, retire at the conclusion of the forthcoming annual generalmeeting 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, havegiven their consent to become statutory auditors of the Company and confirmed their eligibility forappointment as such. Pursuant to the provisions of Section 139 of the Companies Act, 2013, auditors arerequired to be appointed for a period of 5 years. Therefore the Board recommends the appointment ofM/s. Dafariya and Company as the statutory auditors of the Company till the conclusion of the fifthconsecutive 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 notrequire 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, whichexceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard.


... 11 ...

Directors’ Responsibility Statement

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

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followedalong 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 ofaffairs of the company at the end of the financial year and of the profit of the company for theperiod;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assetsof 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 thecompany.

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-operationreceived from the Banks, Government Authorities and Shareholders during the year under review. YourDirectors 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.

For and on behalf of the Board

Managing Director DirectorDIN : 02127298 DIN : 05266268Name : Dhaval Solanki Name : Madan DasAddress : Flat No. 23, Block No. 3, Address : F 93, Ligcolony,Ramdev Nagar, Satellite, Shiv Tower, Indore - 452 001.Near Nandan Apartment,Ahmedabad - 380 015.

Place : AhmedabadDate : August 20, 2014


... 12 ...

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

1. Industrial Structure and Developments

The financial year 2013-2014 was very tough for the Company though the overall economic sce-nario has been on recovery and the economy is overcoming from the recession which gives positivesign for growth in the coming years. With the recovery in sight we are optimistic for the ChemicalSector (Organic as well as In-Organic). The Company is banking on both the activities, i.e., Chemi-cal Trading and Treasury Operations. The Company is pushing hard to commence the real estateconstruction and development and manufacturing and trading of gems, jewellery, diamonds, goldrefinery and incidental objects relevant thereto.

2. Outlook on Opportunities, Threats, Risk and Concerns

Opportunities

The management’s is working on possibilities in the field of real estate construction and develop-ment and manufacturing and trading of gems, jewellery, diamonds, gold refinery and incidentalobjects relevant thereto.

Threats, Risk and Concerns

The proposal to venture into the field of real estate construction and development and manufactur-ing and trading of gems, jewellery, diamonds, gold refinery has certain threats, risk and concerns:

➢ Availability of suitable lands for construction and development.

➢ Government policies

➢ General economic conditions and financial sector conditions.

➢ Availability of suitable land which could be used for the production of Organic Manure.

➢ Mobilization of resources to implement the project, including, internal resources, Bank fi-nancing, raising of funds from the shareholders, associating any strategic stakeholder(s), etc.to this end the management has initiated exploring the available options at the lowest cost tomeet the financial requirements.

➢ Required technology to implement the project. To this end, the management has already be-gun short listing the potential partners who could meet the technology requirement for thefuture projects of the Company.

Therefore, the success of the Project, if implemented, is dependent, inter-alia, on the above factors.

3. Internal Control Systems and their Adequacy

The Company has adequate internal control systems and procedures to ensure that all assets aresafeguarded and protected against any loss from unauthorized use and that all transactions areauthorized and reported correctly.

The processes and systems followed by the company at operational level have been integrated withthe equipments and people associated therewith. In the Chemical industry, the process & systemsfollowed are significantly important and are often shared with the customers to build the requisite


... 13 ...

confidence. The management is happy to state that the emphasis on the processes and systems ispaying rich dividends in terms of quality performance and customer satisfaction.

4. Financial Performance

The Company’s total turnover for the financial year 2013-2014 is 7.17 Lacs (Previous Year Rs.99.66 Lacs). The top-line has reduced substantially due to adverse market conditions though theCompany achieved a Net Profit before tax of Rs. 0.76 Lacs as compared to Previous Year’s Rs. 0.68Lacs. The Company is optimistic about its proposed business ventures which are highly profitable.

5. Development of Human Resources

The Company has been proactive to build the requisite skill-sets in the organization for its newproject initiatives. The relevant industry experience of the team coupled with commitment towardsadherence to the operating processes adopted by the company is a unique feature demonstrated bythe company. Employees are encouraged to upgrade their skills and knowledge through varioustraining programs.

Note:

This report contains forward-looking statements based on beliefs of the company’s management. Thewords anticipate, believe, estimate, forecast, expect, intend, plan, should and project are used to identifyforward-looking statements. Such statements reflect the company’s current views with respect to thefuture events and are subject to risks and uncertainties. Many factors could cause the actual result to bematerially different, including amongst others, changes in the general economic and business conditions,changes in the currency exchange rates and interest rates, introduction of competing products, lack ofacceptance of new products or services, and changes in business strategy. Actual results may vary mate-rially from those projected here. The company does not intend to assume any obligation to update theseforward-looking statements


... 14 ...

CORPORATE GOVERNANACE REPORT

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Sunitee Chemicals Limited, being a professionally managed Company, strongly believes that CorporateGovernance envisages attainment of high level of transparency, accountability and integrity thereby as-sisting the top management of the Company in efficient conduct of its business. The Company has beenmaintaining cordial relations with all stakeholders.

Sunitee Chemicals Limited believes that its systems and actions must be integrated for enhancement ofoverall corporate performance helps maximizing the shareholders value’ in the long run, protection of theinterest of its shareholders and employees and maintenance of cordial relationship with its customers andbankers. Apart from good remuneration, salaries and other facilities, the Company provides pleasantwork atmosphere to its employees. The role of each and every employee is well defined in the hierarchy.

The Company has a Cell for Investors’ Grievances, which promptly and efficiently resolves the problemsand queries of the investors of the Company.

The Company places due emphasis on regulatory compliances

BOARD OF DIRECTORS

During the year under review, 4 Board Meetings were held on May 30, 2013, August 14, 2013, November13, 2013 and February 11, 2014. The composition of the Board, attendance at Board Meetings heldduring the financial year under review and at the last Annual General Meeting, number of Directorshipsand memberships / Chairmanships in public companies (including the Company) are given below:-

Name of the Director Category FY 2013-14 No. of other Other CommitteeAttendance at Directorships positions Member

ChairmanBoard Last

Meetings AGM

Mr. Vipin ChandShivhare Director 4 Yes Nil Nil Nil

Mrs. PreetiKhimjibhai Patadia Director 4 Yes Nil Nil Nil

Mr. Dhaval Solanki Managing Director 4 Yes 1 Nil Nil

Mr. Madan Das Director 4 Yes Nil Nil Nil

During the year under review, the Company was having a Managing Director who was looking after theday-to-day operations of the company.

In addition to the matters which statutorily required Board’s approval, as required by Corporate Laws andother statutory laws, the following matters are regularly placed before the Board: -

➢ Minutes of Audit Committee Meetings, Remuneration committee Meetings and other committeemeetings.

➢ Recruitment and Remuneration of senior executives below the Board level.

➢ Disclosure of material regarding related party transactions, if any, with potential for conflict ofinterest.


... 15 ...

➢ Quarterly details of finance and risk management strategies.

➢ Compliance with Regulatory and Statutory requirements including listing requirement and share-holders services.

➢ Details of show cause, demand, prosecution and penalty notices, which are materially important.

Information on Directors Re-appointment / Appointment

A brief detail of Director being re-appointed / appointed at the ensuing Annual General Meeting, thenature of their expertise in specific functional areas are furnished hereunder:

Mr. Dhaval Solanki and Mr. Vipin Shivhare would retire at the ensuing annual general meeting and havesought re-appointment. Mr. Solanki is a commerce graduate, young and dynamic personality, andpossesses exceptional zeal for putting the Company into one of the big brand in construction and jewellerybusiness besides the chemical business. Mr. Shivhare has rich experience in the field of general businessand financial management.

Mr. Madan Das has rich experience in the field of general business and financial management. He is anIndependent Director and has very good experience in the field of construction and chemical. Mr. RohanJain is LLB having experience in the legal matters, Mr. Shailesh Kumar Gupta is matric in qualificationbut having rich experience in the fields of Administration, Mr. Rajendra Barkalle is B.E.,Civil Engineerand has rich experience in the relevant field and Mr. Sanjay Shah is an Architech and has experience inthe field of Architecture.

AUDIT COMMITTEE

The Audit Committee of Directors constituted by the Board of Directors of the Company comprises ofMr. Dhaval Solanki, Chairman, Mr.Vipin Chandra Shivhare, and Mr. Madan Das. The broad terms ofreference of the Audit Committee include review of the Company’s financial reporting process, thefinancial statements and financial/risk management policies, review of the adequacy of the internal con-trol systems and functioning of the Internal Audit team, discussions with the management and the exter-nal auditors, the audit plan for the financial year and any changes in accounting policies and practices.

During the year under review, 4 Audit Committee Meetings were held on May 30, 2013, August 14, 2013,November 13, 2013 and February 11, 2014. The composition of the Audit Committee and attendance atits meetings is given hereunder:-

Composition of the Mr. Dhaval Mr. Vipin Mr. Madan Das,Audit Committee Solanki Chandra Shivhare, Member

Chairman Member

No. of Meeting Attended 4 4 4

The Chairman of the Audit Committee was also present at the last Annual General Meeting of theCompany.

MANAGERIAL REMUNERATION

Remuneration committee

No Remuneration Committee meeting was held during the year under review and further no remunera-tion was paid to the Managing Director.


... 16 ...

INVESTORS’ GRIEVANCE COMMITTEE

The Company has constituted an Investor’s Grievance Committee in accordance with the requirements ofClause 49 of the Listing Agreement. The Committee’s objective is attending to investor’s complaintspertaining to transfers/transmission of shares, non-receipt of dividend/interest, and any other related matters.It comprised of Director Mr. Vipin Chandra Shivhare, Ms. Preeti Patadia and, Mr. Madan Das. Mr. VipinShivhare is a Compliance Officer and can be contacted at:

D-133, Shri Ghantakarna Mahaveer Market,Near New Cloth Market, Sarangpur, AhmedabadPhone: 079 66300551E-mail: [email protected]

Status of Complaints for the period 1st April 2013 to 31st March 2014

1. Number of Complaints received from the investors comprising of Non-receiptof Dividend, Non-receipt of securities sent for transfer and transmission,complaints received from SEBI. Etc. Nil

2. Number of complaints resolved Nil

3. Complaints Pending as at March 31, 2014 Nil

4. Number of Share transfers pending for approval as at March 31, 2014 Nil

No members’complaints/queries were received during the period under review and no complaints/queries were pending as on March 31, 2014

GENERAL BODY MEETINGS

➢ Location and time of Last Three Annual General Meetings:

Year Type Date of AGM Venue Time

2013- 2014 AGM September 30, 2014 Registered Office 10.00 a.m.

2012-2013 AGM September 30, 2013 Registered Office 10.00 a.m.

2011-2012 AGM September 29, 2012 Registered Office 10.00 a.m.

➢➢➢➢➢ OTHER DISCLOSURES

➢ No extra-ordinary general meeting of the Company held during the year under review.

➢ During the year under review, besides the transactions reported elsewhere in the Annual Report,there were no other related party transactions with its promoter, directors, management and subsid-iaries that had a potential conflict with the interest of the Company at large.

➢ The Company has complied with various rules and regulations prescribed by Stock Exchanges,Securities and Exchange Board of India or any other statutory authority relating to the capital mar-kets during the last three years.


... 17 ...

MEANS OF COMMUNICATIONS

Quarterly and half yearly results Published in English & Regional Newspaper

Any website, where displayed www.suniteechemicalsltd.com

Whether it also displays official newsreleases; Yes.and the presentations made to institutionalinvestors or to the analysts

GENERAL INFORMATION FOR MEMBERS

Annual General Meeting:

➢ Date and Time : September 30, 2014 at 10.30 a.m.

Venue : D-133, Shri Ghantakaran Mahaveer Market, Near New ClothMarket, Sarangpur, Ahmedabad – 380 002, Gujarat

Dividend Payment Date : The Directors have not recommended any dividend on EquityShares for the financial year 2013-2014.

Date of Book Closure : September 26, 2014 to September 30, 2014 (inclusive both days)

Financial Calendar : Financial reporting for the quarter ending Sep. 30, 2014 - Mid-Nov. 2014

Financial reporting for the quarter ending Dec. 31, 2014 - Mid-Feb.2015

Financial reporting for the quarter and year ending March 31,2015- End May, 2015

Financial reporting for the quarter ending June 30, 2015 – Mid-Aug.2015

➢➢➢➢➢ Listing:

The Stock Exchanges on which the Company’s securities are listed and the Company’s Stock Codeis given below:

1 Bombay Stock Exchange Limited 2. The Stock Exchange, AhmedabadPhiroze Jeejeebhoy Towers, Kamdhenu ComplexDalal Street, Opp. Sahajanand College, PanjarapoleMumbai – 400 001 Ahmedabad – 380 015.Scrip Code: 531945 (Presently Suspended)


... 18 ...

➢➢➢➢➢ Market Information:

Market Price data – monthly high/low and trading volumes during the last financial year on theBSE /depicting liquidity of the Company’s Oridnary Shares on the said exchange is given hereun-der:-

Stock Exchange Bombay Stock Exchange Limited

Month High(Rs.) Low(Rs.) No. of Shares TurnoverRs.Traded

April 2013 0.21 0.16 1,53,338 29,476

May 2013 0.19 0.12 66,223 9,700

June 2013 0.13 0.07 1,00,874 9,366

July 2013 0.09 0.05 35,745 2,725

August 2013 0.12 0.07 2,64,874 25,316

September 2013 0.07 0.04 8,239 435

October 2013 0.17 0.07 50,959 7,572

November 2013 0.26 0.14 2,94,673 63,551

December 2013 0.40 0.22 1,93,710 57,191

January 2014 0.42 0.34 2,32,101 91,338

February 2014 0.34 0.26 12,282 3,515

March 2014 0.26 0.14 3,60,329 58,557

➢➢➢➢➢ Registrar and Transfer Agents:

The members are requested to correspond with the Company’s Registrar & Transfer Agents – PurvaSharegistry (India) Private Limited quoting their folio no. At the following addresses:

(i) M/s. Purva Sharegistry (India) Private Limited Tel:022-2301 6761/022-2301 0771No – 9, Shiv Shakti Ind. Estate, Ground Floor, Fax: 022- 2301 2517J. R. Boricha Marg, Email: [email protected]. Kasturba Hospital,Lower Parel (East), Mumbai – 400 011

➢➢➢➢➢ Share Transfer system:

Shares lodged for transfer at the Registrar’s address are normally processed within 15 days from thedate of lodgement, if the documents are clear in all respect. All requests for dematerialization ofshares are processed and the confirmation is given to the depositories within 15 days. Senior Ex-ecutives of the Company are empowered to approve transfer of shares. Grievance received fromMembers and other miscellaneous correspondence on change of address, mandates, etc. are pro-cessed by the Registrars within 15 days.


... 19 ...

➢➢➢➢➢ Shareholding Pattern as on March 31, 2014:

Category As on March 31, 2014

No. of Shares %

Individuals 46365231 89.16

Companies, Mutual Funds & Trusts 4001791 7.7

Directors and relatives 0 0.00

NRIs & Foreign Companies 145617 0.28

Government & Public Financial Institutions 0 0.00

Clearing Members 1001 0.00

Promoters 1487360 2.86

➢➢➢➢➢ Dematerialization of shares:

Electronic holding by members comprises of 99.26 % of the paid up Ordinary Share Capital of theCompany held through the National Securities Depository Limited (60.47%) and CentralDepository Securities (India) Limited (38.79%) as on March 31, 2014.

Address for Correspondence: D-133, Shri Ghantakaran Mahaveer Market, Near New ClothMarket, Sarangpur, Ahmedabad – 380 002, Gujarat


... 20 ...

MANAGING DIRECTORS CERTIFICATION

ToThe Board of DirectorsSunitee Chemicals LimitedAhmedabad

I, Dhaval Solanki, Managing Director of Sunitee Chemicals Limited to the best of my knowledge andbelief, certify that:

a) I have reviewed financial statements and the cash flow statement for the year and that to the best ofmy knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are incompliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of my knowledge and belief, no transactions entered into by the companyduring the year which are fraudulent, illegal or violative of the company’s code of conduct.

c) I am responsible for establishing and maintaining internal controls and have evaluated theeffectiveness of internal control systems of the company and the auditors, the Audit Committee,and I have not come across any deficiencies in the design or operation of internal controls duringthe financial year;

d) There were no instances of any fraud involving management or employees having a significant rolein the Company’s internal systems;

e) There were no significant changes in internal control and/or of accounting policies during the year;

f) I have not denied any personnel access to the audit committee of the Company (in respect of mat-ters involving alleged misconduct);

g) I further declare that all board members and senior managerial personnel have affirmed compli-ances with the code of conduct for the current year.

FOR SUNITEE CHEMICALS LIMITEDDate : August 20, 2014 Sd/-Place : Ahmedabad DHAVAL SOLANKI

MANAGING DIRECTOR


... 21 ...

S.N.GADIA & COMPANYChartered Accountants241, Appollo Tower, 2, M. G. Road, Indore MP

CERTIFICATE

TO THE MEMBERS OFSUNITEE CHEMICALS LIMITED

WE HAVE EXAMINED THE COMPLIANCE OF THE CONDITIONS OF Corporate Governance bySunitee Chemicals Limited, for the year ended on March 31, 2014, as stipulated in Clause 49 of theListing Agreement of the said Company with the stock exchanges.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Ourexamination has been limited to a review of the procedures and implementations thereof, adopted by theCompany for ensuring compliance with the conditions of Corporate Governance. It is neither an audit noran expression of opinion of the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and therepresentation made by the Directors and the management, we certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in clause 49 of the above mentioned ListingAgreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India we have tostate that based on the report given by the Registrar of the company to the Grievance committee, as onMarch 31, 2014 there were no investor grievance matters against the Company remaining unattended/pending for more than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the management has conducted the affairs of the Company.

For S. N. Gadia & CompanyChartered Accountants

(S. N. Gadia)Place : Indore ProprietorDated : August 20, 2014 M. No. 071229


... 22 ...

S. N. Gadia & CompanyChartered Accountants241, Appollo Tower,2, M. G. Road,Indore 452001 M.P.

INDEPENDENT AUDITOR’S REPORT

To,The Members ofM/s. Sunitee Chemicals Limited.

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Sunitee Chemicals Limited (“theCompany”), which comprises the Balance Sheet as at March 31, 2014, and the Statement of Profit andLoss and Cash Flow statement for the year ended, and a summary of significant accounting policies andother explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flows of the Company in accordance with theAccounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“theAct”) read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of CorporateAffairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due tofraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We con-ducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Ac-countants of India. Those Standards require that we comply with ethical requirements and plan and per-form the audit to obtain reasonable assurance about whether the financial statements are free from mate-rial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including the assess-ment of the risks of material misstatement of the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers internal control relevant to the Company’s prepara-tion and fair presentation of the financial statements in order to design audit procedures that are appropri-ate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theentity’s internal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by management, as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.


... 23 ...

Opinion

In our opinion and to the best of our information and according to the explanations given to us, thefinancial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“The Order”), as amended, issuedby the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we givein the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books

c) The Balance Sheet, Statement of Profit and Loss and cash flow statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statementcomply with the Accounting Standards referred to in subsection (3C) of section 211 of theCompanies Act, 1956 read with the general circular 15/2013 dated 13th September 2013 ofthe Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013; and

e) On the basis of written representations received from the directors as on March 31, 2014, andtaken on record by the Board of Directors, none of the directors is disqualified as on March31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) ofsection 274 of the Companies Act, 1956.

f) Since the Central Government had not issued any notification as to the rate at which cess is tobe paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under thesaid section prescribing the manner in which such cess is to be paid, no cess is due andpayable by the companies.


(S. N. Gadia)Place : Indore ProprietorDated : May 30, 2014 M. No. 071229

F.R.No. : 2052C


... 24 ...

Annexure referred to the Auditor’s Report to the Shareholders of M/s Sunitee Chemicals Limitedon the accounts for the year ended 31st March 2014.

1. In Respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitativedetails and situation of Fixed Assets;

(b) According to the information and explanation given to us and the records produce to us, fixedassets have been physically verified by the management at reasonable intervals and no anymaterial discrepancies were noticed on such verification.

(c) Substantial parts of the fixed assets have not been disposed off during the year which affectsthe Going Concern.

2. In Respect of Inventory;

(a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physically verificationare reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. As explained to us, no materialdiscrepancies were noticed on verification between physically inventories and the booksrecords.

3 According to the information and explanations given to us and the record produce to us for ourverification, the company has neither granted nor taken any loans secured or unsecured from / toany Parties/Firm/Companies listed in the register maintained under Section 301 of the CompanyAct, 1956. Accordingly the said clause and sub clauses are not applicable to the company.

4. In our Opinion and according to the information and explanations given to us and the record pro-duce to us, there exists a reasonable Internal Control Procedures commensurate with the size of thecompany and the nature of its business for the purchase of inventory and fixed assets and for thesale of goods. During the course of our audit, no major weaknesses have been observed in theinternal controls.

5. In respect of transaction entered in the register maintained in pursuance of section 301 of the Com-panies Act, 1956.

(a) On the basis of information and explanations given to us and records produced to us for ourverification there are no contract / arrangements, the particulars of which needed to be en-tered into the register maintained under section 301 of the Act.

(b) Based on the information and explanations provided by the management to us, no transactionhave been made / executed in pursuance of contract / arrangements entered in the registermaintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs inrespect of any party during the year.

6. As per Information & Explanations given to us, the company has not accepted any deposits duringthe year from the public under section 58 of the Companies Act-1956.


... 25 ...

7. As per Information & explanations given to us and record produce to us, there is exists an adequatereasonable internal audit system commensurate with its size of the company and the nature of itsbusiness.

8. The Central Government has not prescribed maintenance of cost records under section 209(1)(d) ofthe Companies Act, 1956 for any of the activities of the company.

9. In respect of Statutory and other dues:-

(a) According to the records of the company, the company has been regular in depositing undis-puted statutory dues of the Income Tax and any other statutory dues, if any, with the appropri-ate authorities.

(b) According to the record of the company and information and explanations given to us thereare no undisputed amount payable in respect of Income Tax and other statutory dues at thelast date of the financial year concerned for a period for more than six month from the datethey become payable.

(c) According to the record of the company and information and explanations given to us, theprovision of ESIC, Provident Fund, Gratuity, Leave Encashment, Other Retirement Benefits,Investor Education and Protection Fund are not applicable to the company.

(d) According to the record of the company and information and explanations given to us, thereare no statutory dues outstanding on account of any dispute.

10. The company has accumulated losses of Rs. 3,58,382/- at the end of the financial year which doesnot exceeds 50% of its own net worth and it has not incurred any cash losses in the said financialyear and immediate preceding financial year.

11. The company has not taken any loan from financial institute of bank hence the said clause of defaultin repayment of dues to the said parties is not applicable.

12. According to the records of the company and information & explanations given to us, the companyhas not granted loans and advances on the basis of security by way of pledge of shares, debenturesor any other securities.

13. According to the records of the company and information & explanations given to us, the companyis not a chit fund or nidhi/mutual benefit fund / societies, accordingly the said clause of the order isnot applicable to the company.

14. According to the information and explanations given to us, the Company has maintained properrecords of the transaction and contracts relating to dealing in shares and commodities and timelyentries have been made there in. Further the company does not have and investments.

15. According to the records of the company and information & explanations given to us the companyhas not given any guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company and information & explanations given to us the companyhas not taken any term loan facility from any bank or financial institutions.

17. According to the information and explanations given to us and on an overall examination of thebalance sheet of the Company, the company has not used any fund raised on short term basis forlong term investments and vice versa.


... 26 ...

18. During the year the Company has not made any preferential allotment of shares to parties or com-panies covered in the register maintained under section 301 of the Companies Act 1956.

19. The Company has neither issued any debentures during the year nor have any outstanding deben-ture at the beginning of the year.

20. According to the records of the company, the company had not raised any money through a publicissue during the year.

21. Based on our audit procedures performed and the information and explanation given to us, wereport that no fraud on or by the company has been noticed or reported during the year nor we haveinformed of such case by the Management.


(S. N. Gadia)Place : Indore ProprietorDated : May 30, 2014 M. No. 071229

F.R.No. : 2052C


... 27 ...

BALANCE SHEET AS AT 31ST MARCH 2014

ParticularsNote As At As AtNo. 31st March 2014 31st March 2013

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds

(a) Share Capital 1 51903750 51903750

(b) Reserves and Surplus 2 187522 111722

(2) Share application money pending allotment 0 0

(3) Non-Current Liabilities

(a) Deferred tax liabilities (Net) 0 0

(4) Current Liabilities

(a) Other current liabilities 3 409701 309326

(b) Short-term provisions 4 41613 37062

Total 52542586 52361860

II. Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 5 32027 57250

(2) Current assets

(a) Inventories 6 31875000 31875000

(b) Cash and cash equivalents 7 35387 172752

(c) Short-term loans and advances 8 20544715 20127655

(d) Other current assets 9 55457 129203

Total 52542586 52361860

Notes to the Account & Significant Accounting Policies 17

As per our Report of even date

For S. N. Gadia & Company For and on Behalf of BoardChartered Accountants

CA S.N.Gadia Director DirectorProprietorM. No. 071229

Place : IndoreDated : May 30, 2014


... 28 ...

Statement of Profit and Loss for the year ended 31st March 2014

Particulars Note For the year ended For the year ended

No. 31st March 2014 31st March 2013

I. Revenue from operations 10 (390090) 8899614

II. Other Income 11 1106902 1066414

III. Total Revenue (I +II) 716812 9966028

IV. Expenses:

Purchase of Stock-in-Trade 0 9261591

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 12 0 0

Employee benefit expense 13 118840 98500

Financial costs 14 3457 1881

Depreciation and amortization expense 5 25223 25223

Other expenses 15 451879 475225

Total Expenses 599399 9862420

V. Profit before tax (III -VI) 117413 103608

VI. Tax expense:

(1) Current tax 41613 37062

(2) Deferred tax 0 (1224)

VII Profit/(Loss) for the year ended ( V-VI) 75800 67770

VIII. Earning per equity share: 16

(1) Basic 0.001 0.001

(2) Diluted 0.001 0.001

Notes to the Account & Significant Accounting Policies 17

As per our Report of even date

For S. N. Gadia & Company For and on Behalf of BoardChartered Accountants

CA S.N.Gadia Director DirectorProprietorM. No. 071229



... 29 ...

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014

For the year For the year2013-2014 2012-2013

A. Cash Flow From Operating Activities :

Net Profit before Tax & Extra Ordinary Items 117413 103608

Adjustment for :-

Depreciation 25223 25223Interest Received (1106902) (1066414)

Operating Profit before Working Capital Adj. (964266) (937583)

Adjustment for :-Debtors 0 0Trade & Other Advances (380376) (151169)Inventories 0 0Current Liabilities 100375 (55449)Cash Generated from Operation (1244267) (1144201)Interest Paid 0 0Cash Flow before Extra Ordinary Items (1244267) (1144201)

Net Cash Flow From Operating Activities(A) (1244267) (1144201)

B. Cash Flow from Investing Activities :-

Purchase of Investment/ Share Application Made 0 0Interest Received 1106902 1066414

Net Cash Flow From Investing Activities (B) 1106902 1066414

C. Cash Flow From Financing Activities :-

Proceeds from Issue of Shares 0 0Proceeds from Loan Fund 0 0Dividend Paid 0 0

Net Cash Flow From Financing Activities (C) 0 0

Net Increase in Cash & Cash Equivalent (A+B+C) (137365) (77787)Cash & Cash Equivalent As At 31-03-2013 & 12 172752 250539Cash & Cash Equivalent As At 31-03-2014 & 13 35387 172752

AUDITIORS CERTIFICATE

We have examined the attached Cash Flow Statement of SUNITEE CHEMICALS LIMITED derived from theAudited Financial Statement and the books and the records maintained by the company for the year ended 31stMarch 2014 and found the same to be drawn in accordance’s therewith and also with the requirements of Clause 32of the Listing agreements with the Stock Exchanges.

For S.N. Gadia & Company

Chartered AccountantsS.N.GadiaProprietor

M. No. 071129

Place : IndoreDate : May 30, 2014


... 30 ...

NOTES FORMING PART OF THE BALANCE SHEET AND STATEMENT OF PROFIT & LOSS

NOTE AMOUNT IN RS.

31.03.2014 31.03.2013

1. SHARE CAPITAL

AUTHORIZED

60000000 Equity Shares of Rs. 1/- each(P.Y. 60000000 Equity Shares of Rs. 1/- each ) 60000000 60000000

ISSUED, SUBSCRIBED AND PAID UP

5,20,01,000 Equity Shares of Rs. 1/- each 52001000 52001000Less : Calls in Arrears (Due from Directors NIL) 97250 97250

51903750 51903750

1.2 Reconciliation of shares

Opening Balance of 52001000 shares of Rs. 1/- each Total 52001000 52001000Issued during the year NIL shares of Rs. 1/- each Total 0 0Closing Balance 52001000 shares of Rs. 1/- each 52001000 52001000

52001000 52001000

1.3 NAME OF HOLDING COMPANYN.A.

1.4 SHAREHOLDER HOLDING MORE THAN 5 % OF SHARES OF THE COMPANY AND ITSPERCENTAGE

N.A.

2. RESERVES & SURPLUS

2.1 General Reserve 33662 33662Add: Transfer from P&L 0 0Closing Balance 33662 33662

2.2 Cash Subsidy2.2.1 Opening Balance 512242 5122422.2.2 Closing Balance 512242 512242

2.3 SURPLUS2.3.1 Profit & Loss Account

Opening Balance (434182) (501952)

Add : Profit during the year 75800 67770

Balance in Surplus (358382) (434182)

Total ( 2.1 + 2.2 + 2.3 ) 187522 111722

3. OTHER CURRENT LIABILITIES

Outstanding Expenses 409701 309326

Total 409701 309326


... 31 ...

4. SHORT TERM PROVISIONS

Provision of Income Tax 41613 37062

Total 41613 37062

6. INVENTORIES

Stock in Trade 31875000 31875000

Total 31875000 31875000

7. CASH AND CASH EQUIVALENTS

Balance with Banksin Current Account 34217 167744Cash on hand 1170 5008

Total 35387 172752

8. SHORT-TERM LOANS AND ADVANCES

UnSecured, Considered goodAdvances recoverable in cash or kind or forvalue to be recieved 20544715 20127655

Total 20544715 20127655

9. OTHER CURRENT ASSETS

Income Tax Refund / TDS 55457 129203

Total 55457 129203

10. REVENUE FROM OPERATIONS

Trading of Quoted Equity Shares 0 8899614Trading / Dealing in Commodies and F & O (Net) (390090) 0

Total (390090) 8899614

11. OTHER INCOME

Interest Income 1106902 1066414

Total 1106902 1066414

12. Change in Inventories

12.1Opening StockTraded Goods (Un-quoted Shares) 31875000 31875000

Total 31875000 3187500012.2Closing Stock

Traded Goods (Un-quoted Shares) 31875000 31875000

Total 31875000 31875000Increase/(Decrease) in stock (12.1 - 12.2) 0 0

13. EMPLOYEE BENEFITS EXPENSES

Salaries & Wages 118840 98500

Total 118840 98500

14. FINANCIAL COST

Bank Charges 3457 1881

Total 3457 1881



... 32 ...

``

``

``

``

``

``

aTa

ngib

le A

sset

s

a.1

Fur

nitu

re a

nd F

ixtu

res

3322

010

00

3322

0129

9952

2102

80

032

0981

1122

032

249

a.2

Off

ice

equi

pmen

t92

011

00

092

011

6700

941

940

071

204

2080

725

002

Tota

l42

4,21

2-

--

424,

212

366,

962

25,2

23-

-39

2,18

532

,027

57,2

50

Tota

l42

4,21

2-

--

424,

212

366,

962

25,2

23-

-39

2,18

532

,027

57,2

50

Not

e 5

Dis

clos

ure

purs

uant

to

Not

e no

. 5 P

art

I of

Sch

edul

e V

I to

the

Com

pani

es A

ct, 1

956

Fix

ed A

sset

sG

ross

Blo

ck

Bal

ance

as a

t1

Apr

il 2

013

Acc

umul

ated

Dep

reci

atio

n

Add

itio

ns/

(Dis

posa

ls)

Acq

uire

dth

roug

hbu

sine

ssco

mbi

nati

onsR

eval

uati

ons/

(Im

pair

men

ts)

Bal

ance

as a

t31

Mar

ch20

14

Bal

ance

as a

t1

Apr

il 2

013

Dep

reci

atio

nch

arge

for

the

year

Adj

ustm

ent

due

tore

valu

atio

ns

On

disp

osal

s

Net

Blo

ck

Bal

ance

as a

t 31

Mar

ch 2

014

Bal

ance

as a

t31

st M

arch

2014

Bal

ance

as a

t31

Mar

ch 2

013

NO

TE

S F

OR

MIN

G P

AR

T O

F T

HE

BA

LA

NC

E S

HE

ET

AN

D S

TA

TE

ME

NT

OF

PR

OF

IT &

LO

SS


... 33 ...

15. OTHER EXPENSES

Audit Fees 10000 10000Conveyance Expenses 17615 15180D-Mat / N.S.D.L. / C.D.S.L. Charges 117774 119381Listing Fees 48090 48090Rent Expenses 33000 30000Result Publication Charges 12400 37839Miscellaneous Expenses 11820 9940Stationery & Printing 75780 76235Postage, Telegram and Telephones 67670 71190Legal & Professional Charges 35750 32500Travelling Expenses 17980 15370Website Development Charges 4000 9500

Total 451879 475225

16. Earning Per Share

(i) Net Profit after tax as per Statemnet of Profit & Lossattributable to Equity Shareholder 75800 67770

(ii) Weighted Average number of equity shares used indenominator for calculating Earnings per Share 52001000 52001000

(iii) Basic & Diluted Earnings per Share 0.001 0.001

(iv) Face Value per Equity Shares of Rs. 1 1



... 34 ...

SCHEDULE ANNEXED TO AND FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED 31ST MARCH 2014.

NOTE “17”

NOTES ON ACCOUNTS & SIGNIFICANT ACCOUNTING POLICIES :

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting :The financial statements are prepared under the historical cost convention and on the basis of“Accrual Concept”.

2. Fixed Assets :Fixed assets are stated at cost of acquisition inclusive of freight, duties, taxes & all otherincidental expenses related to acquisition and installations less accumulated depreciation.

3. Depreciation :The company has provided depreciation on assets, which have been used for trading activityon SLM (Straight Line Method) at the rates and in the manner specified in schedule XIV ofthe Companies Act, 1956

4. Revenue Recognition :In the case of Quoted Shares, revenue are recognized in accordance with the settlement cycleof stock exchange and in the case of Un-quoted Shares, the same has been recognized at cost.The revenue in respect of Interest Income is recognized on accrual basis. In case of Com-modities and F&O transaction net difference of surplus (profit) / deficiencies (loss) had beenaccount for.

5. Inventory :Value, in case of unquoted shares, has been taken at Cost, in accordance with AS-2 issued bythe I.C.A.I.

6. Deferred Tax :During the year the Company has accounted for Deferred Tax Liability in accordance withAccounting Standard 22- “Accounting for Taxes on Income” issued by ICAI.

B. NOTES ON ACCOUNTS

1. The figures of the previous year have been re-groped and re-arranged as & where required.

2. Balances of Loans & Advances are subject to confirmation, reconciliation, and adjustment, ifany.

3. In opinion of the Board of Directors and best of our knowledge and belief, the value onrealization of Loans & Advances and other current assets, in the ordinary course of businesswill not be less then the amount at which they are stated in the Balance Sheet.

4. The Provision for Income Tax has been made as per Income Tax Act. Deferred Tax Liabilitycalculated as per AS-22 issued by ICAI.


... 35 ...

5. Traveling Exp., included exp. incurred by the Director of the company for the purpose of thebusiness of the company

6. Transaction related to MSME’s : Nil

7. Estimated amounts of contracts remaining to be executed on capital account and not pro-vided for Rs. Nil (Previous Years Nil.)

8. Cash balance has not been verified at the end of accounting year and taken as certified by themanagement.

9. In opinion of the Board of Directors, the balances under the head current liabilities & provi-sions are expected not to be more than that stated in the Balance Sheet.

10. Related Party Disclosure: Director has certify that there were no transaction ‘with RelatedParties, As per Accounting Standard 18 on “Related Party Disclosure” issued by the Instituteof Chartered Accountants Of India

11.A. Value analysis of Sales Turnover:

Nos. 2013-2014 Nos. 2012-2013

a) Chemicals Nil -nil- Nil -nil-

b) Equity Shares and Nil (390090) 15100 8899114

Trading in

Commodities and F&O (Net)

(390090) 8899114

B. Purchase/Allotment/Conversion for Resale:

Nos. 2013-2014 Nos. 2012-2013

a) Chemicals Nil -nil- Nil -nil-

b) Equity Shares Nil -nil- 15100 9261591

-nil- 9261591

C. Closing Stock of Equity Shares :

a) Unquoted Equity Shares2013-2014 2012-2013

Company Name Nos. Amount Nos. AmountBajaj Polypacks Pvt. Ltd. 86500 8325000 86500 8325000U.B.S. Enterprises Pvt. Ltd. 76500 7650000 76500 7650000Upkar Retails Pvt. Ltd. 15000 7500000 15000 7500000Divine Dyestuff Limited 17500 3500000 17500 3500000Rutvi Steel & Alloys Pvt. Ltd. 35000 3500000 35000 3500000R.K.Agrawal Trading Pvt. Ltd. 140000 1400000 140000 1400000

370500 31875000 370500 31875000Aggregate Cost of Stock 370500 31875000 370500 31875000Market Value of Quoted Share 0 0 0 0


... 36 ...

12. Value of Import calculated on CIF BasisAs on 31-03-14 As on 31-03-13

A. Raw Material & Packing Material NIL NILB. Store & Spare Parts. NIL NIL

13. Expenditure in Foreign Currency NIL NIL

14. Earning in Foreign Exchange NIL NIL

15. Remittance made on account ofdividends in foreign currency NIL NIL

16. Remuneration to AuditorsAudit Fees 10000 10000Company Law & Other NIL NIL

17. Remuneration to DirectorSalary & Other Perquisite NIL NIL

18. Information about Primary Business Segments :As on 31-03-14 As on 31-03-13

1. Segment Revenue(Net Sales/Income from Segment) (Rs. In Lacs) (Rs. In Lacs)a) Chemicals Nil Nilb) Equity Shares (3.90) 89.00c) Other Unallocable 11.07 10.66

TOTAL (7.17) 99.66

2. Segment Results (Profit (+)/Loss(-))a) Chemicals Nil Nilb) Equity Shares (3.90) (3.62)c) Other Unallocable 5.07 4.66

TOTAL 1.17 1.04

3. Capital Employed (Segment Assets-Segment Liability)a) Chemicals Nil Nilb) Equity Shares 318.75 318.75c) Other Unallocable 206.68 204.87

TOTAL 525.43 523.62

19. Earning Per Share (EPS) As on 31-03-14 As on 31-03-13

Profit After Tax 75800 67770No. of Equity Shares (Basic & Diluted) 52001000 52001000EPS (Basic & Diluted) 0.001 0.001

20. Retirement BenefitsProvision for Gratuity / Leave Encashment / Provident Fund / E.S.I.C. etc. are not Applicable tothe company.


... 37 ...

21. The Company did not have any employee during the year who were in receipt of a remuneration ofRs.5,00,000/- or more per month or Rs.60,00,000/- or more per annum.

22. In absence of proper information in respect of trade payables as to their status as Micro, Small andMedium enterprises as defined in the Micro, Small and Medium Enterprises Development Act,2006, Company is not in a position to state information required

As Per Our Report of even dateFor S. N. Gadia & Company For Sunitee Chemicals LimitedChartered Accountants

S. N. Gadia Director DirectorProprietorM. No. 071229


Form No. MGT-11

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN : L24110GJ1992PLC017164Name of the company : Sunitee Chemicals LimitedRegistered office : D-133, Shri Ghantakaran Mahavir Market, Near New Cloth Market,

Sarangpur, Ahmedabad – 380 002, Gujarat.

Name of the member(s):

Registered address:

E-mail id:

Folio No/Client Id:

DP ID:

I/We, being the member (s) of ………….Shares of the above named Company, hereby appoint

1. Name:……………………….Address:Email-id:Signature:…………….,or falling him

2. Name:……………………….Address:Email-id:Signature:…………….,or falling him

3. Name:……………………….Address:Email-id:Signature:…………….

As my /our proxy to attend and vote (on a poll) for me /us and on my /our behalf at the annual general meetingof the Company, to be held on the 30thday of September, 2014 at 10.30 a.m. at D-133, Shri Ghantakaran MahavirMarket, Near New Cloth, Market, Sarangpur, Ahmedabad – 380 002, Gujarat and at any adjournment thereof inrespect of such resolutions as are indicated below:

Resolution No.

Item Description No. of For AgainstNo. Shares

1 To receive, consider and adopt the Audited FinancialStatements for the Financial Year ended 31st March, 2014

2 Re-appointment of Mr. Vipin Chand Shivhare, who retiresby rotation, as a Director

3 Re-appointment of Mr. Dhawal Solanki, who retires byrotation, as a Director

4 Appointment of M/s. Dafariya and Company, as Auditorsof the Company from the conclusion of this Annual GeneralMeeting (“AGM”) until the conclusion of the Fifthconsecutive AGM of the Company and approve theirremuneration.

5 Appointment of Mr. Madan Das as an Independent Directorfor a term of Five consecutive years commencing fromSeptember 30, 2014.

6 Appointment of Mr. Rohan Jain as an Independent Directorfor a term of Five consecutive years commencing fromSeptember 30, 2014.

7 Appointment of Mr. Shailesh Kumar Gupta as anIndependent Director for a term of Five consecutive yearscommencing from September 30, 2014.

8 Appointment of Mr. Rajendra Barkalle as an IndependentDirector for a term of Five consecutive years commencingfrom September 30, 2014.

9 Appointment of Mr. Rajendra Barkalle as an IndependentDirector for a term of Five consecutive years commencingfrom September 30, 2014.

Signed this …….day of …….20….

Signature of shareholder

Signature of Proxy holder(s)

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registeredoffice of the Company, not less than 48 hours before the commencement of the Meeting.

SUNITEE CHEMICALS LIMITEDRegd. Office: D 133, Shri Ghantakarna Mahavir Market, Near New Cloth Market, Sarangpur, Ahmedabad,

Gujarat Tel.: 079 66300551; Email: [email protected]; web site: www.suniteechemicalsltd.com

ATTENDANCE SLIP

D.P. Id* Regd. Folio No.

Client Id* No. of Share(s) held

NAME AND ADDRESS OF THE SHAREHOLDER:

I/We hereby record my/our presence at the TWENTY SECOND ANNUAL GENERAL MEETING of the Company

held on Tuesday, the 30th of September, 2014 at 10:30 A.M. at D-133, Shri Ghantakaran Mahavir Market, NearNew Cloth Market, Sarangpur, Ahmedabad – 380 002.Name of the member/Representative/Proxy:__________________________User ID ________________________________ Password / Pin________________________________Signature of the member/Representative/Proxy : ____________________________

*Applicable for investors holding shares in electronic form.

Note : Please fill Attendance Slip and hand it over at the entrance of the meeting hall.Only the Member/Proxy holder can attend the meeting.

BOOK - POST

If underlivered, please return to :SUNITEE CHEMICALS LIMITEDD-133, Shri Ghantakarma Mahavir Market,Near New Cloth Market,Sarangpura, Ahemabad, Gujrat.

sunitee chemicals limited€¦ · to appoint a director in place of mr. vipin chand shivhare...

Documents