You are here » Home » Companies » Company Overview » Sunshield Chemicals Ltd

Sunshield Chemicals Ltd.

BSE: 530845 Sector: Industrials
NSE: N.A. ISIN Code: INE199E01014
BSE 00:00 | 18 Apr 154.10 -9.35
(-5.72%)
OPEN

157.85

HIGH

163.95

LOW

154.00

NSE 05:30 | 01 Jan Sunshield Chemicals Ltd
OPEN 157.85
PREVIOUS CLOSE 163.45
VOLUME 860
52-Week high 322.00
52-Week low 132.10
P/E 275.18
Mkt Cap.(Rs cr) 113
Buy Price 155.00
Buy Qty 82.00
Sell Price 163.90
Sell Qty 20.00
OPEN 157.85
CLOSE 163.45
VOLUME 860
52-Week high 322.00
52-Week low 132.10
P/E 275.18
Mkt Cap.(Rs cr) 113
Buy Price 155.00
Buy Qty 82.00
Sell Price 163.90
Sell Qty 20.00

Sunshield Chemicals Ltd. (SUNSHIELDCHEM) - Director Report

Company director report

Dear Members

Your Directors are pleased to submit their 31sl Annual Report of thebusiness operations together with the Audited financial statements of the Company for theyear ended 31slMarch 2018:

1. OVERVIEW OF FINANCIARESULTS

(Rs. in Lakhs)
2017-2018 2016-2017
Sales 18500 17482
Other Operating Income 26 27
Revenue from Operations 18526 17509
Other Income 153 22
Total Income 18679 17531
Less : 12585 11358
Materials Consumed
Employees Remuneration & Benefits 713 661
Manufacturing Administrative Selling & Other Expenses 3665 4775
Total Expenses 16963 16794
Operating Profit (EBITDA) 1716 737
Less: Finance Cost 969 932
Profit/(Loss) BeforeTax & Depreciation 747 (195)
Less: Depreciation 596 598
Net Profit/ (Loss) Before Tax 151 (793)
Less: Tax Expense 31 _
Current Tax Expense Deferred Tax (Credit)/Charge (126)
Net Profit/(Loss) after Tax 120 (667)
Other Comprehensive Income
Add: Remeasurements of post employment benefit obligation 5 (4)
Income tax related to items that will not be reclassified to profit or loss - 1
Total Comprehensive Income for the period 125 (670)

2 ADOPTION OF INDIAN ACCOUNTING STANDARDS flND AS!

Beginning 1st April 2017 the Company has for the first time adopted IndianAccounting Standard (Ind AS) with a transition date of Tl April 2016.Accordingly the financial statements have been prepared in compliance with Ind AS asnotified by the Ministry of Corporate Affairs and prescribed under Section 133 of theCompanies Act 2013 (hereinafter referred to as "the Act") read with relevantrules made thereunder and other accounting pronouncements generally accepted in India.Accordingly the figures for the corresponding year ended 31st March 2017 have also beenpresented after incorporating the applicable Ind AS adjustments.

3. DIVIDEND

In view of carried forward losses the Board of Directors does not recommend anydividend for the year ended 31sl March 2018.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31sl March 2018 was Rs. 7.35 Crores.During the year under review the Company has not issued new shares.

5. MANAGEMENT S DISCUSSION AND ANALYSIS: F.Y. 2017-2018

I. Industry Structure & Development

The Chemical Industry is a key enabler for other industries. As chemicals are consumedin varying proportion by every industry (rightly from electronics to paints frompharmaceuticals to cosmetics) without chemicals sustainable development of other sectorsis not possible.

The Chemical Industry is a crucial constituent of the growing Indian Economy providingthe key material for several industries. The Company is operating only in one Segmentnamely 'Specialty Chemicals'. Specialty Chemicals are particular chemical products whichprovide a wide variety of effects on which many other industry sectors rely.

Specialty chemicals which comprise of low volume high value chemicals with specificapplications constitute a significant part of the Indian chemical industry and aretargeted towards specific end-use applications.

Specialty chemicals are produced by a complex interlinked industry. In the strictestsense specialty chemicals are chemical products that are sold on the basis of theirperformance or function rather than their composition. Products and services in thespecialty chemicals industry require intensive knowledge and ongoing innovation.

The Company manufactures a wide range of specially formulated and customized productsfor various Industrial applications. Company's customers are well recognized and locatednot only in India but all over the World especially in America Europe and Far- East.

Our customers represent a wide range of Industries such as Wire Insulation Enamel PVCstabilizers Inks Colours Coatings Textiles Agro Chemicals Polymers PlasticsRubber Latex Tyre and Tubes Conveyor belts Lubricants Additives Home care CosmeticSoaps detergents Fertilizers and many more.

Our customers are always seeking innovative products formulations for their currentprocess needs which are fulfilled by Company's Production Development applicationknowledge & experience. Solvay Group which represents this worldwide in specialtychemicals supports the Sunshield team.

Company's main products belong to:

a. Specialty Surfactant applications which are predominantly Ethylene Oxide (EO) basedproducts. The technologies developed involve surfactants Esters Amides and othercomplementary processes.

b. Specialty Anti-Oxidants for Lubricants Polymers Rubber Tyre & Latex and otherIndustries involving Aminic & Phenolic technologies and

c. Other Non-EO technologies & customized blends for various applications.

II. Operating and Financial Performance of the Company

(Rs. in Lakhs)
F.Y. 2017-2018 F.Y. 2016-2017 Change over Previous Year
i) Exports 7953 8182 (3%)
ii) Domestic 10547 9300 13%
iii) Other Operating Income 26 27 (4%)
Revenue from Operation (Excluding Excise Duty) 18526 17509 6%
Other Income 153 22 595%
Total Income 18679 17531 7%

 

F.Y. 2017-2018 F.Y. 2016-2017 Change over Previous Year
Volume Sales (MT) 13704 13323 3%
Sales Value (Rs.) 18500 17482 6%
Average Production (Rs. per kg) 135 131 3%

During the year Sales by Volume went up by 3% whereas the sales in Value terms wentup by 6%.

Export Sales went down by 3 % from Rs. 8182 Lakhs to Rs. 7953 Lakhs and domesticSales went up by 13% from Rs. 9300 Lakhs in 2016-17 to Rs. 10547 Lakhs in 2017-2018.

Major change is in sales of Theic where volume has gone down but on a higher pricerealization. Sale of Ethoxy lates Propoxylates and Antioxidants products in terms ofvalue and volume has gone up as compared to last year. The improvement is mainly due tochange in product mix and increase in the demand of products.

Profits are mainly on account of improved margin on sales positive forex fluctuationsgains.

III. Outlook

The: growth for specialty chemicals is driven by both domestic consumption and exports.Specialty chemicals finding applications across consumer industrial and infrastructuresegments are driven by the overall growth of the Indian economy. The segment has immensepotential for growth driven by growing end user industry. Technology & Innovationwill play a major role in growth.

The Company's products continue to be well received by World's leading users ofspecialty chemicals for a diverse range of industrial applications. The Company has beenrecognized as a reputable and dependable supplier to many Indian and global consumers ofspecialty products developed in-house.

Company remains optimistic on its future out look however there is need to watch outfor volatility of raw material prices increased competition from abroad ability of theCompany to develop new business in new business segments.

IV. Risks and Concerns

The Present and future risks are reviewed by the management of the Company at regularintervals. Adequate risk management is a key success factor to mitigate risks associatedwith the solutions we provide. Major risks identified by the business and functions aresystematically addressed through by taking corrective actions on continuous basis. Theseare discussed at Audit Committee and Board of Directors Meetings.

Major Risk arises from main raw material viz. Ethylene Oxide (EO). EO is currently andconsistently available from only one manufacturer in the country. Besides some of themajor raw materials are hazardous and inflammable. The Company has ensured that Safetyequipment's and infrastructure are in place as per statutes and global safety standards.

V. Internal Financials Controls and its adequacy

Internal Checks and Controls covering operations of the Company are in place and areconstantly being improved upon. The Company had laid down internal financial controls tobe followed by the Company and such policies and procedures adopted by the Company are forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

During the year the internal auditors of the Company have reviewed the effectivenessand efficiency of these controls and procedures. As per the said assessment Board is ofthe view the Internal Financial Controls operate effectively and no material weaknessesexist.

VI. Human Resources

Employee relationships at all levels continued to be satisfactory. The management wouldlike to record its appreciation of dedicated and strong support provided to your Companyby its employees at all levels. The number of the employees on the rolls as on 31slMarch 2018 is 95.

(The statement in this report including Management's Discussions & Analysis Reportreflects Company's projections estimates expectations or predictions. These may beforward looking statements within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied sinceyour Company's operations are influenced by many external and internal factors beyond thecontrol of the Company.)

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the Company is in complete conformity withthe requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Companies Act 2013. The composition of the Board represents an optimal mix ofprofessionalism knowledge and experience which enables the Board to discharge itsresponsibilities and provide effective leadership to the business. None of the Directorsof the Company is related inter-se. The details of the Board of Directors as on date ofthis report are as under:

Sr. no. Name of Director Category of Directorship
1 R L Shenoy Non-executive Chairman and Independent Director
2 Ajit Shah Non-Executive Independent Director
3 Aruna Soman Non-Executive Independent and Woman Director
4 Chidananda Bhagwat* Executive Director
5 Manoj Khullar Managing Director
6 Srivata MKA Executive Director
7 Satish Kelkar Non-Executive Director
8 Ian Brown Non-Executive Director
9 Boon Tong Goh# Non-Executive Director
10 Yockjeng Koh Non-Executive Director
11 Guo Lin! Alternate Director

* Mr. Chidananda Bhagwat is Director upto 23rd July 2018.

^ Mr. Srivatsa M K was appointed as Director with effect from 19th July 2018

# Mr. Boon Tong Goh was appointed as Director with effect from 28th May2018.

@ Mr. Yockjeng Koh was appointed as Director with effect from 28th May 2018.

! Mr. Guo Lin was appointed as Alternate Director to Mr. Yockjeng Koh with effect from28th May 2018.

7. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business.

The Board met four times in the financial year 2017-18 i.e on 26th May201712th September 2017 13th December 2017 and 13thFebruary 2018.

8. BOARD COMMITTEES

There are currently six Committees of the Board which are given below:

• Audit Committee

Audit Committee includes Five Directors viz. Mr. Ajit Shah (Chairman/IndependentDirector) Mrs. Aruna Soman (Independent Director) Mr. Ranjal Laxmana Shenoy (IndependentDirector) Mr. Manoj Khullar (Managing Director) and Mr. Satish Kelkar (Non-ExecutiveDirector).

The role includes amongst others oversight of Company's financial reporting processand disclosure of financial information to ensure that the financial statements arecorrect sufficient and credible; recommending the appointment re-appointmentremuneration and terms of appointment of auditors and approval of payment for any otherservices rendered by statutory auditors; reviewing with the management quarterly resultsand annual financial statements before submission to the Board for approval; approval orany subsequent modification of any transactions of the Company with related

parties; review and monitor the auditor's independence and performance andeffectiveness of audit process; scrutiny of inter corporate loans and investments if any;evaluation of internal financial controls and risk management system; and reviewing thefunctioning of the whistle blower mechanism reviewing the findings of any internalinvestigation involving suspected fraud or irregularity. The Audit Committee also reviewsbefore submission to the Board for approval of financial statements the DirectorsResponsibility statement changes in accounting policies if any with reasons for thesame Management Discussions and Analysis on Company's operations.

Audit committee met 4 times on 26th May 2017 12th September201713th December 2017 and 13th February 2018.

• Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee which comprises ofIndependent Directors viz. Mr. Ranjal Laxmana Shenoy Mr. Ajit Shah and Mrs. Aruna Soman.

The role of the committee include the Formulation of the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration of the directors key managerial personneland other employees; formulation of criteria for evaluation of Independent Directors andthe Board; devising a policy on Board diversity; and identifying persons who are qualifiedto become directors and who may be appointed in senior management in accordance with thecriteria laid down and recommend to the Board their appointment and removal.

• Stakeholders' Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Ajit Shah (Independent Director)Mrs. Aruna Soman (Independent Director) and Mr. Manoj Khullar (Managing Director).

The Committee focuses primarily on monitoring and ensuring that all shareholder andinvestor services operate in an efficient manner and that shareholder and investorgrievances / complaints including those of all other stakeholders are addressed promptlywith the result that all issues are resolved rapidly and efficiently.

Corporate Social Responsibility (CSR) Committee

The Board has constituted Corporate Social Responsibility Committee comprising of Mr.Ajit Shah (Independent Director) Mr. Chidananda Bhagwat (Director) (till 19thJuly . 2018) Mr. Srivata M.K. (from 20th July 2018) and Mr. Manoj Khullar(Managing Director).

The Committee focuses on formulation and Review of CSR policy indicating activities tobe undertaken by the Company; recommendation of the amount of expenditure to be incurredon CSR activities and monitoring and implementing this policy from time to time.

During the year under review the Company was not required to spend on CSR activitieson account of the losses incurred by the Company in the three preceding financial years.However as a part of societal responsibility the Company has spent on CSR activitiesduring the year under review.

The CSR policy of the Company and Annual Report on CSR activities is annexed herewithasAnnexureA.

• Risk Management Committee

The Board has constituted Risk Management Committee comprising of Mr. Manoj Khullar(Managing Director) Mr. Chidananda Bhagwat (Director) (till 19th July 2018)Srivata M.K. (from 20th July 2018)and Mr. Shekhar Pattekar (Manager Factory).

The role of Risk Management Committee includes reviewing and approving the riskmanagement policies of the Company; assessment and monitoring of all risks associated withthe operations of the Company and development and implementation of internal complianceand control systems and procedures to manage risk.

• Committee for Issue of Duplicate Share Certificates

The Boardhas constituted a Committee for the purpose of issuance of duplicate sharecertificates. The Committee comprises of viz Mr. Satish Kelkar (Non-executive director)Mr. Chidananda Bhagwat (Director (till 19th July 2018) Mr. Srivata M.K. (from20th July 2018) and Mr. Manoj Khullar (Managing Director).

9. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance: of section 134 (3) (c) of the Companies Act 2013 the Directors here byconfirm that:

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

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and 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 Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

10. SECRETARIAL STANDARDS

The Directors state that all applicable Secretarial Standards issued by the Instituteof Company Secretaries of India relating to meetings of Board of Directors and GeneralMeetings have been duly followed by the Company.

11. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the Companies Act 2013 there are noinstances of Fraud being reported by the Auditors.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).

13. DIRECTORS AND KEY MANANGERIAL PERSONNEL

In accordance with the provision of the Companies Act 2013 Mr. Ian Brown Director ofthe Company retire by rotation and being eligible offer himself for re-appointment. Theprofiles of the Director seeking re-appointment form part of the Annexure to the Notice.

Mr. Arun Royand Mr. Sanjeev Mukerjee resigned as Directors with effect from 31slMay 2017. Ms. Sze Wee Ong and Ms. Valdirene Licht resigned as Directors with effect from9th January 2018 and 16th January 2018 respectively. Your Directorsplace on record their sincere appreciation of the valuable contribution made by themduring their tenure as Directors of the Company.

The Board of Directors appointed Mr. Boon Tong Koh and Mr. Yockjeng Goh as anAdditional Director to hold office as Director of the Company with effect from 28thMay 2018 Mr. Koh and Mr. Goh shall hold office as Director

upto the date of the forthcoming Annual general meeting of the Company.

During the year Mr. Guo Lin ceased to be Alternate Director to Ms. Sze Wee Ong witheffect from 9th January 2018. He was appointed as an Alternate Director to Mr.Yockjeng Goh under the Companies Act 2013 with effect 28th May 2018.

The Board of Directors of the Company on the recommendation of Nomination andRemuneration Committee at their meeting held on 28th May 2018 and 19thJuly 2018 have sought to reappoint Mr. Manoj Khullar as Managing Director for a furtherperiod of 3 (Three) years effective Tl July 2018 and appoint Mr. Srivatsa M Kas an additional Director and also as Executive Director for a period of 3 (Three) yearseffective 19th July 2018. The Board seeks members' approval for appointment ofMr. Manoj Khullar as Managing Director and Mr. Srivatsa M K as Executive Director of theCompany.

Details of the proposal of Directors seeking appointment/reappointment are mentioned inthe Explanatory Statement under Section 102 of the Companies Act 2013 of the Notice ofthe 31sl Annual General Meeting.

None of the Directors is disqualified from being appointed as Directors as specified inSection 164(2) of the Companies Act 2013.

The Company has recognized pursuant to Sections 2 (51) and 203 of the Companies Act2013 Mr. Manoj Khullar Managing Director Mr. Chidananda Bhagwat Director Mr. SrivatsaM K Director Mr. Rajeev Gupte Chief Financial Officer and Mr. Amit Kumashi CompanySecretary of the Company as Key Managerial Personnel of the Company.

14. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance of the Directors individually aswell as the evaluation of the working of its Committees. The Independent Directors haveevaluated the performance of the non-independent Directors and the Board as a whole. Theyalso assessed the quality quantity and flow of information between Company's managementand the Board which is essential for the Board to effectively and reasonably perform theirduties.

Based on the evaluation Company expects the Board and other Directors evaluated tocontinue to play a constructive and meaningful role in creating value for all thestakeholders in the ensuing years.

15. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place Policy on Directors Appointment and Remuneration. The Policyhas been published on the Company's website https://www.solvayindia.in/en/solvay-in/Sunshield-Policies.html .

Prior to the induction of the director on the Board the Managing Director briefs theincoming director about the Company its line of business and the composition of thepresent board organization chart etc. The appointment letter issued to the independentdirectors also sets out detailed terms of employment including their roles functionresponsibilities and their fiduciary duties code of conduct performance evaluationprocess etc. as a director of the Company.

Independent directors have a right to access information and documents for enablingthem to have a good understanding of the Company and its various operations.

16. RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.

17. VIGIL MECHANISM

The Company has established a vigil mechanism named as Whistle Blower Policy within theCompany. The policy of such mechanism has been circulated to all employees within theCompany which provides a framework to the employees for guided & proper utilizationof the mechanism. The Whistle Blower Policy has been placed on the Company'swebsitehttp://www.solvayindia.in/en/solvay- in/sunshield-chemical-limited

18. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company's operationsinfuture. There have beenno instances of any personnel seeking access to the Audit Committee.

19. AUDITORS Statutory Auditors

The Statutory Auditors M/s. Deloitte Haskins & Sells LLk Chartered Accountantscontinue to hold office for the remaining term of their appointment till 2019. Inaccordance with the Companies Amendment Act 2017 Section 139 as amended was enforcedfrom 7th May 2018 by the Ministry of Corporate Affairs. As per the saidamendment appointment of auditors is not required to be ratified at every Annual GeneralMeeting.

The necessary certificate section 139 of the Companies Act 2013 inter alia indicatingthe fulfillment of the criteria provided under Section 141 of the Companies Act 2013 hasbeen issued by the Statutory Auditors.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 on the recommendations of the Aduit Committee the Boardthe Company had appointed M/s. Kishore Bhatia & Associates Cost Accountant as theCost Auditor of the Company for the financial year 2017-18. The ratification of the feepayable to the Cost auditors is sought from the Members in the ensuing Annual GeneralMeeting. The cost audit report will be filed within the period stipulated under the Act.

Secretarial Auditors

Pursuant to the 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. Alwyn D'Souza & Co. Company Secretaries to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit is annexed herewith as AnnexureB. The Report does not contain any qualification reservation or adverse remark.

Internal Auditors

M/s. Nikhil Narkar & Associates Chartered Accountants has been appointed asInternal Auditor of the Company.

20. COMMENTS ON AUDITORS' REPORT

Thereare no qualifications reservations or adverse remarks or disclaimers made byDeloitte Haskins & Sells LLIJ Statutory Auditors in their report and by Mr. AlwynD'souza Company Secretary in Practice in his secretarial audit report.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure C.

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not provided any loans Guarantees or made investments under Section186 of the Companies Act 2013

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 18811!

All Related Party Transaction (RPT) entered into by the Company during the year underreview were in the ordinary course of business and on arms' length basis.

All RPT are placed before the Audit Committee for its review and approval. Prioromnibus approval of the Audit Committee is obtained for transactions which are ofrepetitive nature. Pursuant to the provisions of the Listing Regulations 2015 as well asthe Rule 6A of the Companies (Meetings of Board and its Power) Rules 2014 Audit Committeehad granted omnibus approval for the proposed RTP to be entered into during the year underreview. Since there are no material RTP and also all the transactions with related partiesare at arms' length and are in ordinary course of business no transactions need to bereported in AOC-2. Note No.38 in the note to accounts provide the details on the relatedparty transactions.

24. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year There are no depositswhich are outstanding as on 31sl March 2018.

25. SUBSIDIARY ASSOCIATES AND IOINT VENTURES

The Company does not have any subsidiary or associates or joint ventures as on the dateof this report. Therefore separate section for report on the performance and financialposition of Subsidiaries Associates and Joint Venture Companies is not required.

26. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

Since the Company has not declared the provision pertaining to transfer of shares onwhich dividend was unclaimed/unpaid for seven years to Investor Education and ProtectionFund (IEPF) Authority is not applicable to the Company.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Implementation of Voluntary Retirement Scheme

After end of Financial Year but before the date of Report the Company has announced aVoluntary Retirement Scheme (VRS) for all its permanent Executives and Workers as per thescheme. The financial impact of VRS will be incorporated in financials of 2018-19.

28. EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed herewith as Annexure D.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ^PREVENTIONPROHIBITION REDRESSAL! ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention ProhibitionRedressal) Act 2013.

The internal committee is set up to redress complaints received regarding sexualharassment. All employees are covered under this Policy. The following is the summary ofsexual harassment complaints received and disposed off during the Financial Year 2017-18:

Number of Co- mplaintsof sexual harassment received during the period April 2017 toMarch 2018 Number of complaints disposed off during the period April 2017 to March 2018 Nature of action taken by the employer
Nil Not applicable Not applicable

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As required by Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 relevant data pertaining to Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith asAnnexure E to this Report.

31. CORPORATE GOVERNANCE REPORT

Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with respect to Corporate Governance report and certain regulations are notapplicable to Sunshield Chemicals Limited ("Company") since Company's paid-upCapital is less than Rs. 10 crores and net worth is less than Rs. 25 crores.

32. ENVIRONMENT HEALTH AND SAFETY

Your Company recognizes importance of Health and Safety of its employees and itsneighborhood. Regular Safety Audits are being conducted. Your Company has adopted aHealth Safety and Environment (HSE) Policy which applies to all employees andactivities.

33. APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted supportextended by the Company's bankers business associates employees' union shareholdersauditors and various statutory authorities both central and state Government.

For and on behalf of the Board of Directors

R L Shenoy

Chairman

DINNo.0074761

Mumbai 19 July2018

Phoenix House

'A' Wing 4th Floor

462 Senapati Bapat Marg

Lower Parel (West) Mumbai-400013