SUNITEE CHEMICALS LIMITED SUNITEE CHEMICALS LIMITED

Transcription

1 20 TH ANNUAL REPORT

2 BOARD OF DIRECTORS Shri Dhaval Solanki Managing Director Smt. Preeti Patadia Additional Director Shri Vipin Chandra Shivhare Director Shri Madan Das Additional Director BANKERS OF THE COMPANY Indian Overseas Bank UTI Bank Limited STATUTORY AUDITORS S. N. Gadia & Company Chartered Accountants 241, Appollo Tower, 2, M.G Road, Indore. Madhya Pradesh LISTING AHEMDABAD MUMBAI The Stock Exchange Ahmedabad, Bombay Stock Exchange Limited, Kamdhenu Complex, 25 th Floor, P.J. Towers, Nr. Panjarapole, Dalal Street, Fort, Ambawadi, Ahemdabad Mumbai REGISTRAR & SHARE TRANSFER AGENTS: Purva Sharegistry (India) Pvt. Ltd., Shiv Shakti Ind. Estate, J.R. Borich Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai REGISTERED OFFICE ADDRESS: D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad , Gujarat. 1

3 NOTICE NOTICE is hereby given that the TWENTIETH ANNUAL GENERAL MEETING of the Members of will be held on Saturday, the 29 th day of September, 2012 at a.m. at the registered office of the Company at D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad , Gujarat to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Balance Sheet as at 31 st March 2012 and the Profit & Loss Account for the year ended on that date and reports of the Directors and Auditors thereon. 2. To appoint a Director in Place of Mr. Dhaval Solanki, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in Place of Mr. Vipin Chandra Shivhare, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to authorize Board of Directors to fix their remuneration. SPECIAL BUSINESS: 5. To consider and, if thought fit, to pass, with or without modification (s), the following Resolution as an Ordinary Resolution: Appointment of Ms. Preeti Khimjibhai Patadia as a Director of the Company RESOLVED THAT Ms. Preeti Khimjibhai Patadia who was appointed by the Board of directors as an additional director of the Company with effect from 4 th October, 2011 and who holds office upto the date of the forthcoming Annual General meeting of the Company in terms of Section 260 of the Companies Act, 1956 ( the Act ) be and is hereby appointed a Director of the Company and who shall be liable to retire by rotation. 6. To consider and, if thought fit, to pass, with or without modification (s), the following Resolution as an Ordinary Resolution: Appointment of Mr. Madan Das as a Director of the Company RESOLVED THAT Mr. Madan Das who was appointed by the Board of directors as an additional director of the Company with effect from 2 nd July, 2012 and who holds office upto the date of the forthcoming Annual General meeting of the Company in terms of Section 260 of the Companies Act, 1956 ( the Act ) be and is hereby appointed a Director of the Company and who shall be liable to retire by rotation. 2

4 7. To consider and, if thought fit, to pass, with or without modification (s), the following Resolution as a Special Resolution: Alteration of Articles of Association (AOA) of the Company RESOLVED THAT pursuant to the provisions of section 31 and all other applicable provisions, if any, of the Companies Act, 1956 and Rules framed thereunder and the provisions of other statutes as applicable and subject to such approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies, the existing Articles of Association of the Company be amended as under: i) The following Article be inserted after the existing Article 83(2)(b) as a Article 83(2)(c): Participation through Electronic Mode 83(2)(c) Notwithstanding anything contrary contained in the Articles of Association, the Company may provide Video Conference facility and/or other permissible electronic or virtual facilities for communication to enable the Shareholders of the Company to participate in General Meetings of the Company. Such participation by the Shareholders at General Meetings of the Company through Video Conference facility and/or use of other permissible electronic or virtual facilities for communication shall be governed by such legal or regulatory provisions as applicable to the Company for the time being in force. ii) The following Article be inserted after the existing Article 149 as Article 149(a): Participation through Electronic Mode 149(a) Notwithstanding anything contrary contained in the Articles of Association, the Director(s) may participate in Meetings of the Board and Committees thereof, through Video Conference facility and/or other permissible electronic or virtual facilities for communication. Such participation by the Director(s) at Meetings of the Board and Committees thereof, through Video Conference facility and/or use of other permissible electronic or virtual facilities for communication shall be governed by such legal or regulatory provisions as applicable to the Company for the time being in force. iii) The following proviso be inserted after the existing Article 154(2) as Article 154(2)(a) 154(2)(a) Provided further that a Director participating in a Meeting through use of Video Conference or any other permissible electronic mode of communication shall be counted for the purpose of quorum, notwithstanding anything contrary contained in the Articles of Association. 3

5 iv) The following Article be inserted after the existing Article 87(2) as Article 87(2a): 87(2a) Notwithstanding anything contrary contained in the Articles of Association, a document may be served by the Company on any Member by any electronic mode of communication and in such manner as is/ may be permitted by any law. Where a document is served by any such electronic mode, the service thereof shall be deemed to be effected in the manner as is/may be provided by any law. FURTHER RESOLVED THAT the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee or any person which the Board may constitute/ nominate to exercise its powers, including the powers conferred by this Resolution) be authorised to carry out the abovementioned amendments in the existing Articles of Association of the Company and that the Board may take all such steps as may be necessary to give effect to this Resolution. 8. To consider and, if thought fit, to pass, with or without modification (s), the following Resolution as a Special Resolution: To Keep Registers and other Staturory Records of the Company at office other than Registered office of the Company RESOLVED THAT approval be accorded to the Company to keep its Registers and Index of Members and copies of Annual Returns prepared under section 159 of the Companies Act, 1956 together with copies of Certificates and documents required to be annexed thereto under section 161 of the Companies Act, 1956, or one of them at the office premises of the Company s Registrar & Share Transfer Agents viz. Purva Sharegistry (India) Private Limited ( R&T Agents ) at Shiv Shakti Ind. Estate, J. R. Borich Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai and/or such other place(s) within the city of Mumbai where R&T Agents may shift its office from time to time and/or at the Registered office of the Company at D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur J.R., Ahmedabad To consider and, if thought fit, to pass, with or without modification (s), the following Resolution as a Special Resolution: Re-appointment of Mr. Dhaval Solanki as Managing Director w.e.f. 28 th November, 2011 RESOLVED that pursuant to the provisions of section(s) 198, 269, 309, 310, 311, Schedule XIII and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force), and such other approval(s), permission(s) and sanction(s), as may be required, and subject to such condition(s) and modification(s), as may be prescribed or imposed by any of the Authorities in granting such approvals, permissions and sanctions, Mr. Dhaval Solanki be and is re-appointed as Managing Director of the Company for a period of 3 (Three) years with effect from November 28, 2011 on a nil remuneration. 4

6 FURTHER RESOLVED that the Board of Directors be and is hereby authorised to vary, alter, increase, enhance or widen the scope of remuneration and perquisites, to the extent specified in schedule XIII and other applicable provisions, if any, of the Act as amended from time to time. FURTHER RESOLVED that where in any Financial Year during the currency of the tenure of the Managing Director, the Company has no profits or its profits are inadequate, the Company may pay to the Managing Director the minimum remuneration as may be decided by the Board of Directors by way of salary subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that for the purpose of giving effect to this resolution, any Director of the Company be authorised to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary document(s), application(s), returns and writings as may be necessary, proper, desirable or expedient. Registered Office: D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad, Gujarat. Date: For and Behalf of the Board Managing Director NOTE: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THAT THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. A BLANK PROXY FORM IS ANNEXED TO THE ANNUAL REPORT. 2. The Register of Members and Share Transfer Books of the Company will remain closed from 27 th September, 2012 to 29 th September, 2012 (inclusive both days). 3. Explanatory Statement under Section 173(2) of the Companies Act, 1956 is attached herewith. 4. Members are requested to intimate to the Company, quoting Registered Folio number, change in their address, if any, with the Pin code number. 5. In all correspondence with the Company or its Share Transfer Agents, members are requested to quote their account / folio number and in case the shares are held in the dematerialized form, they must quote their client ID number and their DP ID number. 6. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to send their queries to the Company at least seven days before the date of the meeting so that the information required by the members may be made available at the meeting. 5

7 7. Members attending the meeting are requested to bring with them the Attendance Slip attached to the Annual Report duly filled in and signed and handover the same at the entrance of the hall. Registered Office: D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad, Gujarat. Date: For and Behalf of the Board Managing Director PROFILE OF DIRECTORS SEEKING RE-APPOINTMENT Mr. Dhaval Solanki, a commerce graduate, young and dynamic personality, possesses exceptional zeal for putting the Company into one of the big brand in construction and jewellery business besides the chemical business Mr.Vipin Chand Shivhare has rich experience in the field of general business and financial management. Therefore, his-appointment would be in the interest of the Company. 6

8 ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, Item No. 5 & 6: Ms.Preeti Khimjibhai Patadia and Mr. Madan Das were appointed as Additional Directors of the Company on 4 th October, 2011 and 2 nd July, 2012 respectively. As per the provisions of the Section 260 of the Companies Act, 1956, both the above directors hold office only up to the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment. Keeping in view the experience and expertise of Ms.Preeti Khimjibhai Patadia and Mr. Madan Das, their appointment as Directors of the Company is recommended. Each of the Directors is deemed to be interested in the resolution to their own appointment. Item No. 7: The Ministry of Corporate Affairs ( MCA ), Government of India, New Delhi vide General Circulars No.27/2011 and 28/2011 dated 20 th May, 2011 and Circular No.35/2011 dated 6 th June, 2011 has permitted companies to hold Board Meetings and Shareholders Meetings through Video Conference facility, as part of the Green Initiatives under Corporate Governance. Further, MCA vide Circular No. 72/2011 dated 27 th December, 2011 made the Video Conference facility at the Shareholders Meetings optional to the listed companies. Section 53 of the Companies Act, 1956 and Articles of Association of the Company provides for modes of service of documents on a Member of the Company. The MCA has vide Circular No. 17/ 2011 dated 21 st April, 2011 stated that a company would have complied with section 53 if the service of a document has been made through electronic mode, provided the Company has obtained addresses of its Members for sending Notices/ Documents through by giving an advance opportunity to every Shareholder to register their addresses with the Company. Clause 32 of the Listing Agreement of the Stock Exchanges also permits a company to send soft copies of full Annual Reports, Balance Sheet, Statement of Profit and Loss and Directors Report to all Shareholders who have registered their addresses for the purpose. It is proposed to carry out necessary amendments in the existing Articles of Association of the Company by inserting appropriate enabling provisions as set out in the Special Resolution under Item No. to give effect to the above Circulars of MCA. In terms of section 31 of the Companies Act, 1956, approval of the Members by way of a Special Resolution is required to amend the Articles of Association of the Company. A copy of the existing Memorandum and Articles of Association of the Company alongwith the proposed draft amendments to the Articles of Association is available for inspection by any Member at the Registered Office of the Company between a.m. and noon on all working days (except Saturdays, Sundays and Public Holidays). The Directors recommend the passing of the Resolution at Item No. 7 as a Special Resolution. None of the Directors of the Company is, in any way, concerned or interested in this item of business. 7

9 Item No. 8: As per Section 163(1) of the Companies Act, 1956, approval of Members is required to keep Company s Registers and copies of Annual Returns prepared under section 159 of the Companies Act, 1956 together with copies of certificates and documents required to be annexed thereto under Section 161 of the Companies Act, 1956 (hereinafter collectively refferred to as the aforesaid Records ) at a place other than the Registered Office of the Company. Accordingly, the approval of the Members is sought by a Special Resolution for any one or more of aforesaid Records to be kept at the aforesaid Premises of the R&T Agents and/or at such other place(s) within the city of Mumbai where the R&T Agents may shift its office from time to time and/or at the Registered Office of the Company at D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur J.R., Ahmedabad The Directors recommend the passing of the Resolution at Item No. 8 as a Special Resolution. None of the Directors of the Company is, in any way, concerned or interested in this item of business. Item No. 9: The Board of Directors has re-appointed Mr. Dhaval Solnki as Managing Director ( MD ) of the Company with effect from 28 th November, Mr. Solanki, a commerce graduate, young and dynamic personality, possesses exceptional zeal for putting the Company into one of the big brand in construction and jewellery business besides the chemical business. Briefly, the terms and conditions of the re-appointment and remuneration of Mr. Solnki are as follows: 1. He shall control and manage the affairs of the Company, subject to superintendence, control and directions of the Board of Directors of the Company. 2. Remuneration : in view of the financial positions of the Company, no remuneration is proposed to be paid to Mr.Dhaval Solnki as MD of the Company for a period of 3 years with effect from 28 th November, However, he shall be entitled to reimbursement of out of pocket expenses including travelling expenses actually and properly incurred by him for the business of the company. The Director will also be entitled to expenses incurred for meeting business expenditure on behalf of the Company. The proposed resolution is required to be passed as a Special Resolution as required under the applicable provisions of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956 and as such, the Directors commend your approval. Copy of the terms and conditions governing the appointment is available for inspection by members during business hours on any working day before the date of the annual general meeting. The Board therefore recommends this resolution as Special Resolution for your approval. None of the directors of the Company, except Mr. Dhaval Solnki himself, is interested or concerned in passing of the proposed resolution. Registered Office: D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad, Gujarat. Date: For and Behalf of the Board Managing Director 8

10 Directors Report To the members, Your Directors have pleasure in presenting the Twentieth Annual Report and Audited Accounts for the financial year ended 31 st March, 2012: Financial results (Rs in lacs) Particulars Total Income Total expenditure Operating profit (PBIDT) Depreciation Profit before Taxation Provision for Tax Add: Deferred Tax Liability Reversal (0.02) (0.05) Profit after Taxation Add Balance brought forward from previous year (5.82) (6.57) Amount available for appropriation (5.02) (5.82) Appropriation:To General Reserve Nil Nil Balance carried to Balance Sheet (5.02) (5.82) Dividend In the absence of sufficient profits, your Directors regret their inability to recommend any Dividend for the year Management Discussion & Analysis Report In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, management Discussion & Analysis Report is appended to this Report. Corporate Governance A separate section on Corporate Governance and certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report. 9

11 Environment Protection The Company is doing only the trading activities. It does not generate any water or Air Pollution. Hence, the law and regulations relating to the Pollution Control and Environment Protection are not applicable to the Company. Insurance and Protection of Assets The Company s all fixed assets and tangible movable assets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved insurance companies. During the year the Company has not made any insurance claims and no such claims are pending for settlement Fixed Deposits Your company has not accepted any fixed deposits during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date. Directors Mr. Dhaval Solanki and Mr. Vipin Chand Shivhare will retire at the forthcoming Annual General Meeting and being eligible, has offered themselves for re-appointment. The necessary resolutions are being placed before the members for approval. Further, Mr. Dhaval Solanki was re-appointed as Managing Director of the Company w.e.f. November 28, 2011, subject to the approval of members in next general meeting. Relevant resolution is placed before the members for their approval. Auditors M/s. S.N. Gadia & Company, Chartered Accountants, Statutory auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting of the Company and is eligible for reappointment. The comments by the Auditors in their Report are self-explanatory and in the opinion of the Board, do not require any further clarifications. Particulars of Employees: Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 nobody of the Company is drawing salary or Commission, which exceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard. Directors Responsibility Statement Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that: i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 10

12 ii. iii. iv. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period; the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the Directors had prepared the annual accounts on a going concern basis. Statutory Disclosure Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under: Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the company. Details of foreign exchange earnings and outgo are NIL for the financial year under review. Appreciation Your directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep appreciation for the services rendered by the Executives, Staff and Workers of the Company at all levels and for their dedication and loyalty. For and on behalf of the Board Place: Ahmedabad Date: Managing Director Director 11

13 MANAGEMENT S DISCUSSION AND ANALYSIS REPORT 1. Industrial Structure and Developments During the financial year the overall economic scenario has been on recovery and the economy is overcoming from the recession which gives positive sign for growth in the coming years. With the recovery in sight we are optimistic for the Chemical Sector (Organic as well as In-Organic). The Company is banking on both the activities, i.e., Chemical Trading and Treasury Operations. The Company is pushing hard to commence the real estate construction and development and manufacturing and trading of gems, jewellery, diamonds, gold refinery 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 development and manufacturing and trading of gems, jewellery, diamonds, gold refinery and incidental objects relevant thereto. Threats, Risk and Concerns: The proposal to venture into the field of real estate construction and development and manufacturing 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 financing, 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 to meet the financial requirements. Required technology to implement the project. To this end, the management has already begun short listing the potential partners who could meet the technology requirement for the future 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 are safeguarded and protected against any loss from unauthorized use and that all transactions are authorized and reported correctly. 12

14 The processes and systems followed by the company at operational level have been integrated with the equipments and people associated therewith. In the Chemical industry, the process & systems followed are significantly important and are often shared with the customers to build the requisite confidence. The management is happy to state that the emphasis on the processes and systems is paying rich dividends in terms of quality performance and customer satisfaction. 4. Financial Performance The Company s total turnover for the financial year is Lacs (Previous Year Rs Lacs). The top-line has considerably enhanced however due to adverse market conditions though the Company could slightly improve on Net Profit before tax to Rs Lacs as compared to Previous Year s Rs Lacs. 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 new project initiatives. The relevant industry experience of the team coupled with commitment towards adherence to the operating processes adopted by the company is a unique feature demonstrated by the company. Employees are encouraged to upgrade their skills and knowledge through various training programs. Note: This report contains forward-looking statements based on beliefs of the company s management. The words anticipate, believe, estimate, forecast, expect, intend, plan, should and project are used to identify forward-looking statements. Such statements reflect the company s current views with respect to the future events and are subject to risks and uncertainties. Many factors could cause the actual result to be materially 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 of acceptance of new products or services, and changes in business strategy. Actual results may vary materially from those projected here. The company does not intend to assume any obligation to update these forward-looking statements. 13

15 CORPORATE GOVERNANCE REPORT COMPANY S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE Sunitee Chemicals Limited, being a professionally managed Company, strongly believes that Corporate Governance envisages attainment of high level of transparency, accountability and integrity thereby assisting the top management of the Company in efficient conduct of its business. The Company has been maintaining cordial relations with all stakeholders. Sunitee Chemicals Limited believes that its systems and actions must be integrated for enhancement of overall corporate performance helps maximizing the shareholders value in the long run, protection of the interest of its shareholders and employees and maintenance of cordial relationship with its customers and bankers. Apart from good remuneration, salaries and other facilities, the Company provides pleasant work 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 problems and queries of the investors of the Company. The Company places due emphasis on regulatory compliances BOARD OF DIRECTORS During the year under review, 5 Board Meetings were held on 30 th May, 2011, 16 th August, 2011, 3 rd September, 2011, 14 th November, 2011, and 14 th February, The composition of the Board, attendance at Board Meetings held during the financial year under review and at the last Annual General Meeting, number of Directorships and memberships / Chairmanships in public companies (including the Company) are given below:- Name of the Category FY No. of Other Director Attendance at other Committee Board Last Director- Positions Meetings AGM ships Member Chairman ^Mr. Dhaval Solanki Managing 5 Yes 1 1 Nil Director *Preeti Khimjibhai Additional 4 Yes 1 Nil 2 Patadia Director Mr. Vipin Chandra Non-Executive 5 Yes Pushpendra Non-Executive, 5 Yes 1 Nil 2 Neema Independent #Mr. Madan Das Independent Nil NA 1 Nil Nil Additional Director 14

16 ^ Re-appointed as Managing Director of the Company w.e.f. November 28, 2011 for a period of 3 years. * Preeti Patadia retired at the AGM held on 30 th September, Subsequently she was appointed as an additional director w.e.f. 4 th October, Mr. Pushpendra Neema resigned from the Directorship of the Company effective July 2, # Mr. Madan Das was appointed as an additional director (Independent) effective July 2, During the year under review, the Company was having a Managing Director who was looking after the day-to-day operations of the company. In addition to the matters which statutorily required Board s approval, as required by Corporate Laws and other statutory laws, the following matters are regularly placed before the Board: - Minutes of Audit Committee Meetings, Remuneration committee Meetings and other committee meetings. Recruitment and Remuneration of senior executives below the Board level. Disclosure of material regarding related party transactions, if any, with potential for conflict of interest. Quarterly details of finance and risk management strategies. Compliance with Regulatory and Statutory requirements including listing requirement and shareholders 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, the nature 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 have sought re-appointment. Mr. Solanki is a commerce graduate, young and dynamic personality, and possesses exceptional zeal for putting the Company into one of the big brand in construction and jewellery business besides the chemical business. Mr. Shivhare has rich experience in the field of general business and financial management. Ms. Preeti Patadia seeks appointment as a Director. She was appointed as an additional director effective October 4,

17 AUDIT COMMITTEE The Audit Committee of Directors constituted by the Board of Directors of the Company, comprises of Mr. Dhaval Solanki, Chairman, Mr.Vipin Chandra Shivhare, and Ms. Preeti Patadia. The broad terms of reference of the Audit Committee include review of the Company s financial reporting process, the financial statements and financial/risk management policies, review of the adequacy of the internal control systems and functioning of the Internal Audit team, discussions with the management and the external 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 30 th May, 2011, 16 th August, 2011, 14 th November, 2011, and 14 th February, The composition of the Audit Committee and attendance at its meetings is given hereunder:- Composition of the Mr. Dhaval Mr. Vipin Ms. Preeti Audit Committee Solanki, Chandra Shivhare, Patadia, Chairman Member Member No. of Meeting Attended The Chairman of the Audit Committee was also present at the last Annual General Meeting of the Company. MANAGERIAL REMUNERATION Remuneration committee One Remuneration Committee meeting was held during the year under review on November 14, 2011 to approve the re-appointment of Mr. Dhaval Solanki as Managing Director w.e.f. November 28, 2011 on nil remuneration. During the year under review, no remuneration was paid to the Managing Director of the Company. INVESTORS GRIEVANCE COMMITTEE The Company has constituted an Investor s Grievance Committee in accordance with the requirements of Clause 49 of the Listing Agreement. The Committee s objective is attending to investor s complaints pertaining to transfers/transmission of shares, non-receipt of dividend/interest, and any other related matters. It comprised of Director Mr. Pushpendra Neema, Mr. Vipin Chandra Shivhare and Ms. Preeti Patadia. Effective July 2, 2012 Mr. Madan Das has been appointed as a member of the Committee in view of the resignation of Mr. Pushpendra Neema. Mr. Vipin Shivhare is a Compliance Officer and can be contacted at: D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad. Phone: sunitteechemicals@rediffmail.com 16

18 Status of Complaints for the period 1 st April 2011 to 31 st March Number of Complaints received from the investors comprising Nil of Non-receipt of Dividend, Non-receipt of securities sent for transfer and transmission, complaints received from SEBI. Etc. 2. Number of complaints resolved Nil 3. Complaints Pending as at 31 st March, 2012 Nil 4. Number of Share transfers pending for approval as at 31 st March, 2012 Nil No members complaints/queries were received during the period under review and no complaints/ queries were pending as on March 31, 2012 GENERAL BODY MEETINGS Location and time of Last Three Annual General Meetings: Year Type Date of AGM Venue Time AGM September 30, 2011 Registered Office a.m AGM September 30, 2010 Registered Office a.m AGM September 30, 2009 Registered Office 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 subsidiaries 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 markets during the last three years. MEANS OF COMMUNICATIONS Quarterly and half yearly results Any website, where displayed Whether it also displays official news releases; and the presentations made to institutional investors or to the analysts Published in English & Regional Newspaper NIL Yes. 17

19 GENERAL INFORMATION FOR MEMBERS Annual General Meeting: Date and Time : 29 th September, 2012 at a.m. Venue : D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad , Gujarat Dividend Payment Date : The Directors have not recommended any dividend on Equity Shares for the financial year Date of Book Closure : 27 th September, 2012 to 29 th September, 2012 (inclusive both days) Financial Calendar : Financial reporting for the quarter ending Sep. 30, Mid-Nov Financial reporting for the quarter ending Dec. 31, Mid-Feb.2013 Financial reporting for the quarter ending March 31, Mid-Apr.2013 Financial reporting for the quarter ending June 30, Mid-Aug.2013 Listing: The Stock Exchanges on which the Company s securities are listed and the Company s Stock Code is given below: 1. Bombay Stock Exchange Limited 2. The Stock Exchange, Ahmedabad Phiroze Jeejeebhoy Towers, Kamdhenu Complex, Dalal Street, Opp. Sahajanand College, Panjarapole, Mumbai Ahmadabad Scrip Code:

20 Market Information: Market Price data monthly high/low and trading volumes during the last financial year on the BSE /depicting liquidity of the Company s Oridnary Shares on the said exchange is given hereunder:- Stock Exchange Bombay Stock Exchange Limited Month High Low No. of Turnover (Rs.) (Rs.) Shares Traded Rs. April ,48,633 1,95,563 May ,16,496 1,00,152 June ,94,616 1,92,413 July ,32,179 74,791 August ,88,358 1,39,967 September ,08,757 71,649 October ,33,139 46,975 November ,58,895 53,201 December ,95,796 75,467 January ,52,181 56,203 February ,21,931 32,374 March ,29,455 28,142 Registrar and Transfer Agents: The members are requested to correspond with the Company s Registrar & Transfer Agents Purva Sharegistry (India) Private Limited quoting their folio no. At the following addresses: (i) M/s. Purva Sharegistry (India) Private Limited Tel: / No. 9, Shiv Shakti Ind. Estate, Ground Floor, Fax: J. R. Boricha Marg, Opp. Kasturba Hospital, busicomp@vsnl.com Lower Parel (East), Mumbai Share Transfer System: Shares lodged for transfer at the Registrar s address are normally processed within 15 days from the date of lodgement, if the documents are clear in all respect. All requests for dematerialization of shares are processed and the confirmation is given to the depositories within 15 days. Senior Executives of the Company are empowered to approve transfer of shares. Grievance received from Members and other miscellaneous correspondence on change of address, mandates, etc. are processed by the Registrars within 30 days. 19

21 Shareholding Pattern as on March 31, 2012: Category As on March 31, 2012 No. of Shares % Individuals Companies, Mutual Funds & Trusts Directors and relatives NRIs & Foreign Companies Government &Public Financial Institutions Clearing Members Promoters Dematerialization of shares: Electronic holding by members comprises of % of the paid up Ordinary Share Capital of the Company held through the National Securities Depository Limited (59.72%) and Central Depository Securities (India) Limited (39.55%) as on March 31, 2012 Address for Correspondence: D-133, Shri Ghantakarna Mahaveer Market, Near New Cloth Market, Sarangpur, Ahmedabad , Gujarat. 20

22 MANAGING DIRECTORS CERTIFICATION To The Board of Directors, Sunitee Chemicals Limited, Ahmedabad. I, Dhaval Solanki, Managing Director of Sunitee Chemicals Limited to the best of my knowledge and belief, certify that: a) I have reviewed financial statements and the cash flow statement for the year and that to the best of my knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the company s affairs and are in compliance 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 company during 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 the effectiveness 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 during the financial year; d) There were no instances of any fraud involving management or employees having a significant role in 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 matters involving alleged misconduct); g) I further declare that all board members and senior managerial personnel have affirmed compliances with the code of conduct for the current year. Date: August 14, 2012 Place: Ahmedabad FOR Sd/- DHAVAL SOLANKI MANAGING DIRECTOR 21

23 AUDITOR S REPORT S.N.GADIA & COMPANY CHARTERED ACCOUNTANTS 241, Appollo Tower, 2, M. G. Road, Indore MP To, The Members, M/s Sunitee Chemicals Limited. We have audited the attached Balance Sheet of As at 31 st March 2012 and also the Profit and Loss Account and Cash Flow Statements of the Company for the year ended on that date annexed hereto. These Financial Statement are the responsibility of the company s management. Our responsibility is to express an opinion on these financial statements based on our audit :- 1. We conducted our audit in accordance with the Auditing Standards generally accepted in India. The Standards required that we planned and performed the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes, Examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall presentation of the financial statements. We believe that our Audit provides a reasonable basis for our opinion. 2. As required by the Companies (Auditor s Report) Order, 2003 as amended by the companies (Auditor s Report) Amendment Order 2004 (together the Order ), issued by the Central Government in terms of Sub-Section (4A) of the Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable. 3. Further to our comments in the Annexure referred to above, we report that; i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit ; ii iii. iv. In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appears from our examination of those books of the company ; The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the company; In our opinion, the Balance sheet and Profit & Loss Account and Cash Flow Statement comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act

24 v. Based on the representation made by the Directors of the company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Directors is, as at 31 st March 2012, Prima Facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956; iv. In our opinion and to the best of information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view: (a) (b) (c) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31 st March 2012 ; and in the case of the Profit & Loss Account,of the profit of the Company for the year ended on that date. In the case of the Cash Flow Statement of the cash flows for the year ended on that date. For S. N. Gadia & Company Chartered Accountants (S. N. Gadia) Place : Indore Proprietor Dated : 30/05/2012 M. No FRN No. 23

25 Annexure referred to the Auditor s Report to the Shareholders of M/s Sunitee Chemicals Limited on the accounts for the year ended 31 st March In Respect of its Fixed Assets: (a) (b) (c) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets; According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification. Substantial parts of the fixed assets have not been disposed off during the year which affects the Going Concern. 2. In Respect of Inventory; (a) (b) (c) The Management has conducted physical verification of inventory at reasonable intervals. In our opinion, the procedure followed by the management for such physically verification are reasonable and adequate in relation to the size of the Company and nature of its business. The Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on verification between physically inventories and the books records 3 According to the information and explanations given to us and the record produce to us for our verification, the company has neither granted nor taken any loan from / to any Parties/Firm/ Companies listed in the register maintained under Section 301 of the Company Act, In our Opinion and according to the information and explanations given to us and the record produce to us, there exists a reasonable Internal Control Procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weaknesses have been observed in the internal controls. 5. In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, (a) (b) On the basis of information and explanations given to us and records produced to us for our verification there are no contract / arrangements, the particulars of which needed to be entered into the register maintained under section 301 of the Act. Based on the information and explanations provided by the management to us, no transaction have been made / executed in pursuance of contract / arrangements entered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs in respect of any party during the year. 24

26 6. As per Information & Explanations given to us, the company has not accepted any deposits during the year from the public under section 58 of the Companies Act As per Information & explanations given to us and record produce to us, there exists an adequate reasonable internal audit system commensurate with its size of the company and the nature of its business. 8. We are informed that Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the activities of the company. 9. In respect of Statutory and other dues:- (a) (b) (c) (d) According to the records of the company, the company has been regular in depositing undisputed statutory dues of the Income Tax and any other statutory dues, if any, with the appropriate authorities. According to the record of the company and information and explanations given to us there are no undisputed amount payable in respect of Income Tax and other statutory dues at the last date of the financial year concerned for a period for more than six month from the date they become payable. The provision of ESIC, Provident Fund, Gratuity, Leave Encashment, Other Retirement Benefits, Investor Education and Protection Fund are not applicable to the company. According to the record of the company and information and explanations given to us, there are no statutory dues outstanding on account of any dispute. 10. According to the records of the company and information & explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. 11. The company has accumulated losses of Rs. 5,01,952/- at the end of the financial year which does not exceeds 50% of its own net worth and it has not incurred any cash losses in the current year. 12. According to the records of the company and information & explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. 13. According to the records of the company and information & explanations given to us, the company has not granted loans on the basis of security by way of pledge of shares. 14. According to the records of the company and information & explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund / societies, accordingly the said clause of the order is not applicable to the company 15. In our opinion and record produce to us, the Company does not have any investments. 16. According to the records of the company and information & explanations given to us the company has not taken any term loan facility from any bank or financial institutions. 25

27 17. On the basis of an overall examination of the balance sheet and cash flows of the company and the information and explanations given to us, we report that the company has not utilized any fund raised on short term basis for long term investments and vice versa. 18. The Company has not made any preferential allotment of shares to parties or companies covered under section 301 of the Act. 19. The Company has neither issued any debentures during the year nor have any outstanding debenture at the beginning of the year. 20. The Company has not raised any money through a public issue during the year. 21. Based on our audit procedures performed and the information and explanation given to us by the management we report that no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated. For S. N. Gadia & Company Chartered Accountants (S. N. Gadia) Place : Indore Proprietor Dated : 30/05/2012 M. No FRN No. 26