Sunitee Chemicals Ltd.
|BSE: 531945||Sector: Others|
|NSE: N.A.||ISIN Code: INE714C01022|
|BSE 13:52 | 06 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531945||Sector: Others|
|NSE: N.A.||ISIN Code: INE714C01022|
|BSE 13:52 | 06 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors present their Twenty Fourth report together with the Audited FinancialStatement of your Company for the year ended 31st March 2016.
(Amount in Rs.)
Dividend & Reserve
No Dividend was declared for the current financial year due to loss incurred by theCompany.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under the review there is no change in the Issues Subscribe and Paidup Share Capital for the company.
Employee Stock Options Scheme
During the year under the review the company has not issued any Shares pursuant to theEmployee Stock Options Scheme.
Holding Company / Subsidiary Company
During the year under the review the company didn't have any Holding CompanySubsidiary Associate and Joint Venture Company.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
The Company is doing only the trading activities. It does not generate any Water or AirPollution. Hence the law and regulations relating to the Pollution Control andEnvironment Protection are not applicable to the Company.
Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Directors and Key Managerial Personnel
Mr. Dhaval Solanki (DIN: 02127298) and Mr. Sagar Soni (DIN: 07047446) Director of theCompany are retires by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for reappointment.
Ms. Nupoor Mandowara was appointed as the Company Secretary of the Company with effectfrom November 10 2015 and Ms. Nupoor resigned from the post of Company Secretary witheffect from December 14 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015evaluation of every Director's performance was done by Nomination and RemunerationCommittee. The performance evaluation of Non-Independent Directors and the Board as awhole Committees thereof and Chairperson of the Company was carried out by theIndependent Directors. Evaluation of Independent Directors was carried out by the entireBoard of Directors excluding the Director being evaluated. A structured questionnaire wasprepared after circulating the draft forms covering various aspects of the evaluationsuch as adequacy of the size and composition of the Board and Committee thereof withregard to skill experience independence diversity; attendance and adequacy of timegiven by the Directors to discharge their duties; Corporate Governance practices etc. TheDirectors expressed their satisfaction with the evaluation process. The details offamiliarisation programme for Independent Directors have been disclosed on website of theCompany.
Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
A calendar of Meetings is prepared and circulated in advance to the Directors. A totalof Six Board Meetings were held during the year 2015-2016 on the following dates: April09 2015 May 19 2015 August 13 2015 September 04 2015 November 11 2015 andFebruary 02 2016. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and the SEBI (LODR) Regulation 2015.
Performance Evaluation of Independent Directors
The Board has formulated a questionnaire for performance Evaluation of IndependentDirectors. 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 andexperience
Independence in Judgment
Knowledge of Company's Business.
Separate Meeting of the Independent Directors
The Independent Directors held a Meeting on February 02 2016 without the attendance ofNon-Independent Directors and Members of Management. All the Independent Directors werepresent at such meeting and at the Meeting they have: i. Reviewed the performance ofnon-independent directors and the Board as a whole; ii. Assessed the quality quantity andtimelines of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
The Present Independent Directors holds a unanimous opinion that the Non-IndependentDirectors bring to the Board constructive knowledge in their respective field. All theDirectors effectively participate and interact in the Meeting. The information flowbetween the Company's Management and the Board is satisfactory.
Training of Independent Directors
The company shall provide suitable training to independent directors to familiarizethem with the company their roles rights responsibilities in the company nature of theindustry in which the company operates business model of the company etc.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with the provisions ofall 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 thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.
Composition of Audit Committee
In compliance with the provisions of Section 177 of the Companies Act 2013 theCompany has constituted a Committee of the Board of Directors knows as the Audit Committeewhich comprises Mr. Sagar Soni Managing Director and Mr. Rajeshbhai Desai and Mr.Shailesh Kumar Gupta. Mr. Rajeshbhai Desai was appointed as Chairman of the Committee.
All members of the Audit Committee possess strong knowledge of accounting and financialmanagement. Financial Controller the Internal Auditors and Statutory Auditors areregularly invited to attend the Audit Committee Meetings. The Internal Auditor reports tothe Chairman of the Audit Committee. The significant audit observations and correctiveaction taken by the management are presented to the Audit Committee.The Board has acceptedall 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 forDirectors and employees to report genuine concerns in the prescribed manner. The vigilmechanism is overseen by theAudit Committee and provides adequate safeguards againstvictimization of employees and Directors. Whistle Blower Policy is a mechanism to addressany complaint(s) related to fraudulent transactions or reporting intentionalnon-compliance with the Company's policies and procedures and anyother questionableaccounting/operational process followed.
It provides a mechanism for employees to approach the Chairman of Audit Committee orChairman of the Company or the Corporate Governance Cell. During the year no suchincidence was reported and no personnel were denied access to the Chairman of the AuditCommittee or Chairman of the Company or the Corporate Governance Cell. The Whistle BlowerPolicy of the Company is available at website of the company.
The Company has in place the procedure to inform the Board about the risk assessmentand minimization procedures. Your Company has appropriate risk management systems in placefor identification and assessment of risks measures to mitigate them and mechanisms fortheir proper and timely monitoring and reporting. Audit Committee has been assigned thetask of ensuring Risk Management for monitoring andreviewing of the risk assessmentmitigation and risk management plan from time to time. The Board periodically reviewsimplementation and monitoring of the risk management plan for the Company includingidentification therein of elements of risks if any which in the opinion of the Board maythreaten the existence of the Company.
Auditors and Auditors' Report
M/S. DHVANISH SHAH & ASSOCIATES CHARTERED ACCOUNTANTS AHMEDABAD (FRN 139838W) inrespect of whom the company has received a Special Notice under section 140(4) of the Actproposing their appointment in the place of retiring auditors M/s. Anam & AssociatesChartered Accountants Baroda and hold office until the conclusion of the ensuing AnnualGeneral Meeting and are eligible for reappointment.
The notes of the financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
Secretarial Audit and Secretarial Auditors' Report
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Rathod Jankiben & Associates Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report in theprescribed Form No MR-3 is annexed herewith.
Qualification in Secretarial Audit Report and Explanations by the Board
Certain event based E Forms have not been filed by the company in time which wererequired to be filed with ROC during the audit period.
The company will take necessary steps to comply with the same.
The company has not published Notice of Board Meeting Notice of AGM quarterlyresults.
The company will take necessary steps to comply with the same.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013
There was no guarantees given or security provided or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review. Particulars ofloans given are provided in the financial statement (Please refer to Note no. 8 to thefinancial 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 underSection 188 of the Companies Act 2013 during the year under review.
Particulars of Remuneration of Employees and Other Required Disclosures
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
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 ourCompany. 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 requiredunder Section 92 of the Companies Act 2013 is included in this Report and forms part ofthis Report.
During the year under review no revision was made in the financial statement of theCompany. During the year ended March 31 2016 there were no cases filed / reportedpursuant to the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.
No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital market since the listing of theCompany's equity shares. No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operation infuture.
Certain statements in the Director's Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include labour and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.
The Directors would like to thank all shareholders customers bankers contractorssuppliers and associates of your Company for the support received from them during theyear. The Directors would also like to place on record their appreciation of the dedicatedefforts put in by the employees of the Company.
Annexure to Director Report
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules 2014]
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. SUNITEECHEMICALS LIMITED (hereinafter called the company). Secretarial Audit was conducted ina manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016according to the provisions of: i) The Companies Act 2013 and the rules made thereunder;ii) The Securities Contracts (Regulation) Act 1956 (SCRA') and the rules made thereunder; iii) The Depositories Act 1996 and the Regulations and Bye-law framed hereunder;iv) Foreign Exchange Management Act 1999 and the rules and regulations made there under;
v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act'): a) The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; b) TheSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992(upto 14th May 2015) and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (effective 15th May 2015); c) The Securities and Exchange Boardof India (Issue of Capital and Disclosure Requirements) Regulations 2009 Notapplicable as the Company has not issued any shares during the year under review; d) TheSecurities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines 1999 / Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 (effective 28th October 2014) Not applicableas the Company has not issued any shares/options to directors/employees under the saidguidelines / regulations during the year under review;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008
Not applicable as the Company has not issued any debt securities which werelisted during the year under review;
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; Not applicable as the Company is not registered as Registrar to Issue and ShareTransfer Agent during the year under review;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 Not applicable as the Company has not delisted / propose to delist its equityshares from any Stock Exchange during the year under review; and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 No applicable as the Company has not bought back or propose to buy-back any of itssecurities during the year under review. vi) Based on representation made by the Companyand its officers the Company has adequate system and process in place for complianceunder the other applicable Laws Acts Rules Regulations Circulars Guidelines andStandards.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India and madeeffective 1st July 2015).
(ii) The Listing Agreement entered into by the Company with Stock Exchange and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (effective 1stDecember 2015).
We further report that We have not reviewed the applicable financial laws direct andindirect tax laws since the same have been subject to review and audit by the StatutoryAuditors of the company.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above above subject to thefollowing qualifications:
The company has not complied with certain regulation of SEBI (LODR) Regulations2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results.
Certain event based E Forms have not been filed by the company in time whichwere required to be filed with ROC during the audit period.
We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.
As per the information received from the company Adequate notice is given to all thedirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. Majority decision is carried through while the dissentingmembers' views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable Laws Rules Regulations and guidelines. We further report that during theaudit period the Company has not passed any Special / Ordinary Resolutions which arehaving major bearing on the Company's affairs in pursuance of the above referred lawsrules regulations guidelines standards etc.
We further report that during the audit period there were no instances of:
1. Public/Rights/Preferential issue of Shares/debentures/ sweat equity.
2. Redemption/buy-back of securities.
3. Merger/ amalgamation/ reconstruction etc.
4. Foreign technical collaborations.
We further report that during the audit period no prosecution initiated against theCompany and the company has also not received any show cause notice during the year.
This report is to be read with our letter of even date which is annexed as Annexure-Aand forms an integral part of this report.
SUNITEE CHEMICALS LIMITED
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices We followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.
4. Wherever required We have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws rules andregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
Annexure to Director Report
Form No. MGT-9
EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March 2016
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I REGISTRATION AND OTHER DETAILS:
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
IV SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY):i) Category-wise Share Holding pattern:
ii Shareholding of Promoters:
iii CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE): Thereis no change in the shareholding of promoter between 01-04-2015 to 31-03-2016.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs):
(v) Shareholding of Directors and Key Managerial Personnel: None of the director andkey Managerial personnel holds any shares in the company.
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER: NIL
Dhaval Solanki Managing Director and Sagar Soni Managing Director & CFO
B. REMUNERATION TO OTHER DIRECTORS NIL C. REMUNERATION TO KEY MANAGERIALPERSONNEL OTHER THAN MD/MANAGER/WTD NIL
VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: