| 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
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