23rd Ann.Rep.- Sunitee Chem. Ltd.14-15...Hospital, Lower Parel, Mumbai-400011. F. The Register of Members and Transfer Books of the Company will be closed from September 26, 2015 to

23rd Annual Report 201415

Sunitee Chemicals Limited

SUNITEE CHEMICALS LIMITED

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BOARD OF DIRECTORS#Shri Sagar Soni Managing Director & CFOShri Dhaval Solanki Non- Executive DirectorSmt. Preeti Patadia Non- Executive DirectorShri Rohan Jain Non- Executive Independent DirectorShri Shailesh Kumar Gupta Non- Executive Independent Director#Shri Rajeshbhai Desai Additional Director (Independent)

BANKERS OF THE COMPANYAxis Bank Limited

STATUTORY AUDITORSAnam & Associates Chartered AccountantsChartered Accountants305,Camps CornerNr. Nahrhan hospital,FatehgunjVadodara - 390002

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

REGISTRAR & SHARE TRANSFER REGISTERED OFFICE ADDRESS:AGENTS:Purva Sharegistry(India) Pvt. Ltd. 24, Laxmi Chambers, Navjeevan Press RoadShiv Shakti Ind. Estate Opp. Old Gujarat High CourtJ.R. Borich Marg, Opp. Kasturba Hospital, Ahmedabad- 380014,Lower Parel (East), Mumbai – 400 011. Gujarat.

#Appointed as Additional Directors of the company w.e.f. December 18, 2014


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NOTICE

NOTICE is hereby given that the TWENTY THIRD ANNUAL GENERAL MEETING of theMembers of SUNITEE CHEMICALS LIMITED (CIN: L24110GJ1992PLC017164) will be held onWednesday, September 30, 2015 at 9.30 a.m. at the registered office of the Company at 24, LaxmiChambers, Navjeevan Press Road, Opp. Old Gujarat High Court, Ahmedabad- 380014, Gujarat (Routemap appended separately) to transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt Audited Financial Statements of the Company for the Financial Year ended31st March, 2015 including the Audited Balance Sheet as at 31st March, 2015 and the Statement ofProfit and Loss for the year ended on that date and the Reports of the Board of Directors andAuditors thereon;

2. To appoint a Director in Place of Mrs. Priti Patadia (02127293), who retires by rotation and beingeligible, offers herself for re-appointment.

3. To appoint Auditors and fix their remuneration.

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules framed thereunder, M/s. Anam & Associates, CharteredAccountants (ICAI Firm Registration No. 105310W), the retiring auditors of the Company, bere-appointed as auditors of the Company to hold office from the conclusion of this Annual GeneralMeeting (“AGM”) until the conclusion of the fifth consecutive AGM of the Company to be held inthe year 2020 (subject to ratification of the appointment by the members at every AGM held afterthis AGM) at a remuneration to be decided by the Board of Directors of the Company.”

SPECIAL BUSINESS:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment andQualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) Mr. Sagar Soni (DIN: 07047446), who was appointed as anAdditional Director by the Board of Directors of the Company with effect from December 18, 2014and who holds office till the date of this AGM, in terms of Section 161 of the Act, and in respect ofwhom the Company has received a notice in writing from a member proposing his candidature forthe office of Director under section 160 of the Act, be and is hereby appointed as a Director of theCompany, liable to retire by rotation.”

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

“RESOLVED that pursuant to the provisions of sections 149, 152 read with Schedule IV and allother applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appoint-ment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. RajeshbhaiChhaganbhai Desai (DIN: 07047426), who was appointed by the Board of Directors as an addi-tional (Independent) director of the Company with effect from December 18, 2014 and who holds


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office upto the date of the forthcoming Annual General Meeting of the Company in terms of Sec-tion 161 of the Companies Act, 2013, (“the Act”) and in respect of whom the Company hasreceived a notice in writing from a member proposing his candidature for the office of Directorunder section 160 of the Act, be and is hereby appointed as an Independent Director of theCompany to hold office for a term upto five consecutive years commencing from 30th September,2015, not liable to retire by rotation.”

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

“RESOLVED THAT pursuant to the provisions of Sections 196, 197,198 203 and all otherapplicable provisions of the Companies Act 2013 (“the Act”) (including any statutory modificationor re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Articles ofAssociation of the company and subject to such approvals, permissions, and sanctions, as may berequired, and subject to such conditions and modifications, as may be prescribed or imposed by anyof the authorities including the Central Government in granting such approvals, permissions andsanctions, approval of the members be and is hereby accorded to the appointment of Mr. Sagar Sonias the Managing Director of the Company w.e.f. December 18, 2014 for a period of 5 years on Nilremuneration.

“RESOLVED FURTHER THAT pursuant to provisions of Section 203 and all other applicableprovisions of the Companies Act, 2013 read with applicable Rules and subject to requisiteapprovals, Mr. Sagar Soni, be and is hereby also appointed as Chief Financial Officer (CFO) of theCompany w.e.f December 18, 2014 and shall be a Key Managerial Personnel of theCompany, to be designated as Managing Director & CFO, on Nil remuneration.

RESOLVED FURTHER THAT in terms of the proviso to section 203(3) of the Act, approval ofthe Board be accorded to Mr. Sagar Soni to accept non-executive directorships in other companiesfrom time to time subject to the restrictions as to the number of his Directorships as contained in therelevant provisions of the Act and such conditions as may be imposed by other applicable law.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, and subject tothe approval of the shareholders, any director of the company be and are hereby authorized to do allsuch acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, proper ordesirable and to settle any questions, difficulties or doubts that may arise in this regard and furtherto issue the letter of appointment including the terms of appointment to Managing Director.”

Registered Office: For and Behalf of the Board24, Laxmi Chambers,Navjeevan Press Road,Opp. Old Gujarat High Court,Ahmedabad- 380014.Email : [email protected];Website : www.suniteechemicalsltd.comContact No. : 07955300551Date: 04.09.2015 Sagar Harshadkumar Soni

DIN – 07047446Managing Director & CFO7, Anand Apartment, Kankaria,Rambag Road, Maninagar,Ahmedabad - 380008.


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Notes:

A. The Explanatory Statement as required under section 102 of the Companies Act, 2013 is annexedhereto. Further, additional information with respect to Item Nos. 4, 5 and 6 is also annexed hereto.

B. A Member Entitled to attend and Vote at the Meeting is entitled to appoint a Proxy to attend andVote instead of himself and a Proxy need not be a Member.

C. The instrument appointing a proxy must be deposited with the Company at its Registered Officenot less than 48 hours before the time for holding the Meeting.

D. A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregatenot more than ten percent of the total share capital of the Company carrying voting rights. A Mem-ber holding more than ten percent of the total share capital of the Company carrying voting rightsmay appoint a single person as proxy and such person shall not act as a proxy for any other Member.Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appro-priate resolution/authority as applicable. The Proxy-holder shall prove his identity at the time ofattending the Meeting.

E. The Company’s Registrar and Transfer Agents for its Share Registry Work are Purva Sharegistry(India) Pvt. Ltd. No-9, Shiv Shakti Industrial Estate, Ground Floor, J.R.Borich Marg, Opp. KasturbaHospital, Lower Parel, Mumbai-400011.

F. The Register of Members and Transfer Books of the Company will be closed from September 26,2015 to September 30, 2015 (both days inclusive).

G. Members can avail of the facility of nomination in respect of shares held by them in physical formpursuant to the provisions of section 72 of the Companies Act, 2013. Members desiring to avail ofthis facility may send their nomination in the prescribed Form No. SH-13 duly filled in to PurvaSharegistry (India) Pvt. Ltd. at the above mentioned address. Members holding shares in elec-tronic form may contact their respective Depository Participants for availing this facility.

H. Pursuant to sections 101 and 136 of the Companies Act, 2013 read with the Rules framed thereun-der, the Notice calling the Annual General Meeting would be sent by electronic mode to thoseMembers whose e-mail addresses are registered with the Depository or the Company’s Registrarand Transfer Agents, unless the Members have requested for a physical copy of the same. ForMembers who have not registered their e-mail addresses, physical copies would be sent by thepermitted mode. Members are requested to support this Green Initiative by registering/updatingtheir e-mail addresses with the Depository Participant (in case of Shares held in dematerialisedform)

I. Members are requested to:

(a) intimate to the Company’s Registrar and Transfer Agents, Purva Sharegistry (India) Pvt.Ltd., changes, if any, in their registered addresses at an early date, in case of Shares held inphysical form;

(b) intimate to the respective Depository Participant, changes, if any, in their registered addressesat an early date, in case of Shares held in dematerialised form;

(c) quote their folio numbers/Client ID/DP ID in all correspondence; and


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(d) Consolidate their holdings into one folio in case they hold Shares under multiple folios in theidentical order of names.

J. Members are requested to bring their copy of the Annual Report to the Annual General Meeting.

K. Members/Proxies/Representatives are requested to bring the Attendance Slip enclosed in the An-nual Report for attending the Meeting.

L. Mr. Shankar Prasad Bhagat, Practicing Chartered Accountants (Membership No. F052725) hasbeen appointed as the Scrutiniser to scrutinise the e-voting process in a fair and transparent manner.

M. PROCEDURE FOR REMOTE E-VOTING

I. In compliance with the provisions of section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 as amended and Clause35B of the Listing Agreement, the Company is pleased to offer e-voting facility to its Mem-bers in respect of the businesses to be transacted at the 23rd Annual General Meeting (AGM).The Company has engaged the services of National Securities Depository Limited (NSDL) asthe Authorized Agency to provide e-voting facility.

II. Members are requested to note that the Company is providing facility for remote e-voting andthe business may be transacted through electronic voting system. It is hereby clarified that itis not mandatory for a Member to vote using the remote e-voting facility. A Member mayavail of the facility at his/her/its discretion, as per the instructions provided herein:

Instructions:

A. In case a Member receives an e-mail from NSDL [for members whose e-mails IDs are registeredwith the Company/ Depository Participant(s)]:

(i) Open e-mail and open the PDF file ‘Sunitee e-voting.pdf’ attached to the e-mail, using yourClient ID/Folio No. as password.

The said PDF file contains your User ID and Password/PIN for e-voting. Please note that thePassword provided in PDF is an ‘Initial Password’.

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

(iii) Click on Shareholder - Login.

(iv) Put ‘User ID’ and ‘Initial Password’ as noted in step (i) above and click on ‘Login’.

(v) Password change menu will appear. Change the Password with a new Password of your choicewith minimum 8 digits/characters or combination thereof. Please note the new Password. It isstrongly recommended not to share your Password with any person and take utmost care tokeep it confidential.

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

(vii) Select ‘EVEN’ (E-voting Event Number) of Sunitee Chemicals Limited.

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

(ix) Cast your vote by selecting appropriate option and click on ‘Submit’ and also ‘Confirm’ whenprompted.


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(x) Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

(xi) Once you have confirmed your vote on the resolution, you cannot modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to sendscanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter, etc. alongwith attested specimen signature of the duly authorized signatory(ies) who are authorised tovote, to the Scrutinizer by an e-mail at [email protected] with a copy markedto [email protected].

B. In case a member receives physical copy of the Notice of AGM [for members whose e-mails IDsare not registered with the Company/ Depository Participant(s)]:

(i) EVEN, User ID and Initial Password/PIN will be provided at the bottom of the AttendanceSlip for the AGM.

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

III. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) forShareholders and ‘e-voting user manual’ for Shareholder available at the downloads sectionof NSDL’s e-voting website www.evoting.nsdl.com or call on toll free No. 1800-222-990. Incase of any grievance(s) in connection with voting by electronic means, you may send ane-mail to [email protected] or [email protected]

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

V. The e-voting period commences on Saturday, September 26, 2015 (9:00 a.m. IST) and endson Tuesday, September 29, 2015 (05:00 p.m. IST). During this period, Members of the Com-pany, holding shares either in physical form or in dematerialised form, as on the cut-off datei.e. September 23, 2015, may cast their vote electronically through remote e-voting. A personwho is not a Member as on the cut-off date should treat this Notice for information purposesonly. Once the vote on a resolution is cast by the Member, the Member shall not be allowed tochange it subsequently. At the end of the remote e-voting period, the facility shall forthwithbe blocked. The Company has opted to provide the same electronic voting system at theAGM, as used during remote e-voting and the said facility shall be in operation till all theresolutions are considered and voted upon in the meeting and may be used for voting only bythe Members holding shares as on the cut-off date, attending the AGM and who have notalready cast their vote through ‘remote e-voting’. Members who have cast their vote through‘remote e-voting’ may also attend the meeting but shall not be entitled to cast their vote again.

VI. The voting rights of members shall be in proportion to their share in the paid-up equity sharecapital of the Company as on Wednesday, September 23, 2015, being the cut-off date. Mem-bers are eligible to cast vote only if they are holding shares as on that date.

VII. Members of the Company who acquire shares after the dispatch of the Notice and hold sharesas on the cutoff date i.e. September 23, 2015, may obtain the user ID and Password by send-ing a request at [email protected] or [email protected]. However, if theyare already registered with NSDL for remote e-voting, then they can use their existing user IDand password/PIN for casting their vote. If they have forgotten their password, they can resettheir password by using ‘Forgot User Details/ Password’ option available onwww.evoting.nsdl.com or contact NSDL at the following toll free No. 1800-222-990.


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VIII. The results shall be declared not later than forty-eight hours from conclusion of the meeting.The results declared along with the Scrutiniser’s Report will be placed on the website of theCompany at www.suniteechemicalsltd.com and the website of NSDL: https://www.evoting.nsdl.com immediately after the result is declared by the Whole Time Directorand will simultaneously be forwarded to BSE Limited, where Equity Shares of the Companyare listed.

IX. The route map of the venue of the Meeting is given in the Notice. The prominent landmarkfor the venue: Opposite to the Old Gujarat High Court.

Registered Office: For and Behalf of the Board24, Laxmi Chambers,Navjeevan Press Road,Opp. Old Gujarat High Court,Ahmedabad- 380014.Email : [email protected];Website : www.suniteechemicalsltd.comContact No. : 07955300551Date: 04.09.2015

Sagar Harshadkumar SoniDIN – 07047446Managing Director & CFO7, Anand Apartment, Kankaria,Rambag Road, Maninagar,Ahmedabad - 380008.


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

Item No. – 4 and 5

Mr. Sagar Soni was appointed as an additional director under Section 161 of the Companies Act,2013 w.e.f. December 18, 2014, at the meeting of the Board of Directors held on December 18,2014. He is proposed to be confirmed and appointed as a director of the Company, as his inductionon the Board would be beneficial to the Company.

Mr. Rajeshbhai Desai was appointed as an Additional Director of the Company at the meeting ofthe Board of Directors held on December 18, 2014. Mr. Desai is Matriculation passed but has a richexperience in the field of general business management and administrative matters. Pursuant to theprovisions of section 149 of the Companies Act, 2013 (‘the Act’), the Board of Directors of theCompany should have at least half of the total number of Directors as Independent Directors. Thetenure of the Independent Director will be for a period of five years and the provisions relating toretirement of Directors by rotation shall not be applicable to Independent Directors.

The Company has received Notices in writing from Members along with the requisite deposit inaccordance with section 160 of the Act, proposing the candidature of Mr. Soni as a Director and Mr.Desai as an Independent Director.

The Company has also received the declaration from Mr. Rajeshbhai Desai to the effect that hemeets with the criteria of independence as prescribed both under sub-section (6) of section 149 ofthe Act and Clause 49 of the Listing Agreement.

In the opinion of the Board, each Mr. Desai fulfills the conditions specified in the Act read with therelevant Rules for his appointment as an Independent Director and he is independent of the man-agement. Brief Profile of the Director and Independent Director to be appointed, the nature of theirexpertise in specific functional areas, names of companies in which they hold directorships andmembership/chairmanship of Board Committees, shareholding in the Company, etc., as stipulatedin Clause 49 of the Listing Agreement with the Stock Exchanges are furnished herein below:

DISCLOSURE AS PER CLAUSE 49 OF THE LISTING AGREEMENT FOR APPOINT-MENT/RE-APPOINTMENT OF DIRECTORS. BRIEF PARTICULARS OF DIRECTORSBEING APPOINTED/RE-APPOINTED AS FOLLOWS:

Name Mr. Desai Mr. Sagar Mrs. PreetiChhaganbhai Harshadkumar Patadiya

Rajeshbhai SoniDin No 07047426 07047446 02127293Date of Birth 03/08/1990 22/09/1991 23/05/1983Date of Appointment 18/12/2014 18/12/2014 04/10/2011Directorship held in other companies Nil Nil NilMemberships/Chairmanships ofCommittees across Public Companies Nil Nil NilBrief Profile covering experience,achievements etc Service Service ServiceQualifications S.S.C Graduation GraduationShares held in the Company Nil Nil Nil


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The Board considers that the expertise and knowledge of the abovementioned Directors would beof immense benefit and value to the Company and it is desirable to avail of their services asDirector/Independent Director. Accordingly, the Board recommends the Ordinary Resolutions inrelation to appointment of Mr. Sagar Soni as a Director and Mr. Rajeshbhai Desai as anIndependent Director, for approval by the shareholders of the Company. Mr. Sagar Soni andMr. Rajeshbhai Desai being appointees may be deemed to be interested in the Resolutions fortheir respective appointments as set out in Item Nos. 4 and 5 of the Notice.

The induction of Mr.Sagar Soni as a director and Mr. Rajeshbhai Desai as an independent directoron the Board would be beneficial to the Company.

Except as provided above, none of the other Directors, promoters and Key Managerial Personnelof the Company and their relatives is concerned or interested, financially or otherwise, in theresolution set out at Item Nos. 4 and 5 of the Notice.Item No. – 6Pursuant to provisions of Section 203 of the Companies Act, 2013 read with Companies (Ap-pointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company orEvery other public company having paid up share capital of Rs. 10 Crores or more are require to(i) appoint Managing Director, or Chief Executive Officer or manager and in their absence, awhole-time director; (ii) Company secretary and (iii) Chief Financial Officer. In view of compli-ance of the provisions of the Companies Act, 2013 Mr. Sagar Soni was appointed by the Board ofDirectors as Managing Director of the Company w.e.f December 18, 2014. Further, he was alsoappointed as Chief Financial Officer of the Company with effect from w.e.f December 18, 2014.He was designated as Managing Director & CFO of the Company. Mr. Soni was appointed for aperiod of 5 (Five) years on Nil remuneration. There are no other terms and conditions for hisappointment as MD & CFO.Mr. Sagar Soni has rich experience in the fields of finance and general business management.Accordingly, approval of the Members is sought for passing a Special Resolution as set out atItem No. 6 of the Notice.None of the Directors, Key Managerial Personnel of the Company and their relatives are con-cerned or interested, financially or otherwise, in the Resolution set out at Item No. 6 of the Notice.Except Mr. Soni himself.

Registered Office: For and Behalf of the Board24, Laxmi Chambers,Navjeevan Press Road,Opp. Old Gujarat High Court,Ahmedabad- 380014.Email : [email protected];Website : www.suniteechemicalsltd.comContact No. : 07955300551Date: 04.09.2015 Sagar Harshadkumar Soni

DIN – 07047446Managing Director & CFO7, Anand Apartment, Kankaria,Rambag Road, Maninagar,Ahmedabad - 380008.


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Director’s Report to the Members

Your Directors present their Twenty Third report together with the Audited Financial Statement of yourCompany for the year ended 31st March, 2015.

Financial Highlights(Rs in lacs)

Particulars 2014-2015 2013-2014

Total Income 61.10 7.17

Total expenditure 142.45 5.99

Operating profit (PBIDT) (81.35) 1.18

Depreciation 0 0.25

Profit before Taxation (81.35) 1.17

Provision for Tax 0 0.42

Add: Deferred Tax Liability Reversal 0 0

Profit after Taxation (81.35) 0.76

Add Balance brought forward from previous year (3.58) (4.34)

Amount available for appropriation (84.93) (3.58)

Appropriation:To General Reserve Nil Nil

Balance carried to Balance Sheet (84.93) (3.58)

Dividend & Reserve

No Dividend was declared for the current financial year due to loss incurred by the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125of the Companies Act, 2013 do not apply.

Operations/ State of the Company’s Affairs

The Company achieved a turnover of Rs. 61.10 lacs but due to adverse market conditions, there was aloss of Rs. 81.35 Lacs this year.

Share Capital

During the year under the review there is no change in the Issues, Subscribe and Paid up Share Capital forthe company.

Employee Stock Options Scheme

During the year under the review the company has not issued any Shares pursuant to the Employee StockOptions Scheme.


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Holding Company / Subsidiary Company

During the year under the review the company didn’t have any Holding Company, Subsidiary, Associateand Joint Venture Company.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, management Discussion &Analysis Report is appended to this Report.

Corporate Governance – Company is require to prepare CG Report

A Report on Corporate Governance alongwith a certificate from the statutory auditors of the companyregarding the Compliance of conditions of corporate governance as stipulated under Clause 49 of theListing Agreement from a part of this Annual Report.

Environment Protection

The Company is doing only the trading activities. It does not generate any Water or Air Pollution. Hence,the law and regulations relating to the Pollution Control and Environment Protection are not applicable tothe Company.

Insurance and Protection of Assets

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

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as thesaid provisions are not applicable.

Directors and Key Managerial Personnel

Mr. Rajeshbhai Desai and Mr. Sagar Harshadkumar Soni were appointed as additional directors w.e.f.December 18, 2014. The Company has received requisite notice proposing their candidature for the of-fice of Director of the Company at the forthcoming annual general meeting of the Company. The Com-pany has also received declaration under Section 149(7) from Mr.Rajeshbhai Desai confirming that hemeets the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of theListing Agreements with the Stock Exchanges.Pursuant to Section 149 and other applicable provisions ofthe Act, your Directors recommend appointment of Mr.Desai as an Independent Director for five con-secutive years effective from September 30, 2015.

Mr. Sanjay Shah and Mr. Rajendra Barkalle ceased to be directors of the Company w.e.f. November 14,2014 and Mr. Madan Das and Mr. Vipin Chandra Shivhare ceased to be directors of the Company w.e.f.February 13, 2015. Your directors place on record their sincere appreciation of the services provided bythem. Mr. Dhawal Solanki, ceased to be Managing director of the company w.e.f. November 14, 2014during the year under the review. Mr. Solanki continues to be a Director of the Company, liable to retireby rotation.

Kay Managerial Personnel

Mr. Sagar Soni was appointed as Managing Director and Chief Financial Officer of the Company w.e.f.December 18, 2014. Mrs. Priti Patadia, director of the Company retires by rotation and being eligibleoffers herself for reappointment.


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Ms. Kanchan Narwani was appointed as the Company Secretary of the Company with effect fromDecember 18, 2014.

Ms. Narwani resigned from the post of Company Secretary with effect from May 20, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evalua-tion of every Director’s performance was done by Nomination and Remuneration Committee. The per-formance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof andChairperson of the Company was carried out by the Independent Directors. Evaluation of IndependentDirectors was carried out by the entire Board of Directors, excluding the Director being evaluated. Astructured questionnaire was prepared after circulating the draft forms, covering various aspects of theevaluation such as adequacy of the size and composition of the Board and Committee thereof with regardto skill, experience, independence, diversity; attendance and adequacy of time given by the Directors todischarge their duties; Corporate Governance practices etc. The Directors expressed their satisfactionwith the evaluation process.

The details of familiarisation programme for Independent Directors have been disclosed on website ofthe Company.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the require-ments as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to beappointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevantrules.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. A total of Eight BoardMeetings were held during the year 2014-2015 on the following dates: May 30, 2014, July 12, 2014,August 14, 2014, August 20, 2014, November 14, 2014, December 18, 2014, December 30, 2014 andFebruary 13, 2015. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013 and the Listing Agreement.

Performance Evaluation of Independent Directors

The Board has formulated a questionnaire for performance Evaluation of Independent Directors. Thequestionnaire has among others basically captured the following points:

• Key attributes of the Independent Director

• Level and quality of participation in the Board and Committee Meetings

• Inputs provided by the Independent Director based on his knowledge, skills and experience

• Independence in Judgment

• Knowledge of Company’s Business.


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The Board of Directors had in their meeting held on February 13, 2015 evaluated the performance of Mr.Sanjay Shah, Mr. Rajendra Barkalle, Mr. Madan Das (since resigned), Mr. Rohan Jain and Mr. ShaileshGupta, Independent Directors of the Company and has determined to continue with the term of appoint-ment of the Independent Directors.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on February 13, 2015 without the attendance of Non-Indepen-dent Directors and Members of Management. All the Independent Directors were present at such meetingand at the Meeting they have:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Assessed the quality, quantity and timelines of flow of information between the Company Manage-ment and the Board that is necessary for the Board to effectively and reasonably perform theirduties.

The Present Independent Directors holds a unanimous opinion that the Non-Independent Directorsbring to the Board constructive knowledge in their respective field. All the Directors effectivelyparticipate and interact in the Meeting. The information flow between the Company’s Managementand the Board is satisfactory.

Training of Independent Directors

The company shall provide suitable training to independent directors to familiarize them with the com-pany, their roles, rights, responsibilities in the company, nature of the industry in which the companyoperates, business model of the company, etc.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013,the Directors, based on the representationsreceived from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit and loss of thecompany for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.


... 14 ...

Internal Financial ControlsThe Company has in place adequate internal financial controls with reference to the financial statements.The Audit Committee of the Board periodically reviews the internal control systems with the manage-ment, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significantinternal audit findings and follow-ups thereon.

Composition of Audit CommitteeIn compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has consti-tuted a Committee of the Board of Directors knows as the Audit Committee which comprises of twoindependent Directors, namely Mr. Madan Das and Mr. Vipin Shivhare and one Executive Director, Mr.Dhaval Solanki. Mr. Vipin Shivhare is the Chairman of the Committee. With effect from December 18,2014, Mr. Sagar Soni, Managing Director and Mr. Rajeshbhai Desai and Mr. Shailesh Kumar Gupta,Independent Directors, were appointed as members of the Committee in place of Mr. Dhaval Solanki, Mr.Madan Das and Mr. Vipin Shivhare. Mr. Rajeshbhai Desai was appointed as Chairman of the Committee.All members of the Audit Committee possess strong knowledge of accounting and financial manage-ment. Financial Controller, the Internal Auditors and Statutory Auditors are regularly invited to attend theAudit Committee Meetings. The Internal Auditor reports to the Chairman of the Audit Committee. Thesignificant audit observations and corrective action taken by the management are presented to the AuditCommittee.The Board has accepted all recommendations, if any, of the Audit Committee made from timeto time.

Vigil mechanism / Whistle Blower MechanismThe Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors andemployees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by theAudit Committee and provides adequate safeguards against victimization of employees andDirectors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent trans-actions or reporting intentional non-compliance with the Company’s policies and procedures and anyother questionable accounting/operational process followed. It provides a mechanism for employees toapproach the Chairman of Audit Committee or Chairman of the Company or the Corporate GovernanceCell. During the year, no such incidence was reported and no personnel were denied access to the Chair-man of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The WhistleBlower Policy of the Company is available at website of the company.

Risk ManagementThe Company has in place the procedure to inform the Board about the risk assessment and minimizationprocedures. Your Company has appropriate risk management systems in place for identification and as-sessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring andreporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring andreviewing of the risk assessment, mitigation and risk management plan from time to time. The Boardperiodically reviews implementation and monitoring of the risk management plan for the Company in-cluding identification therein of elements of risks, if any, which in the opinion of the Board may threatenthe existence of the Company.

AuditorsM/s. Anam & Associates, Chartered Accountants, Baroda, retires as the Auditors of the Company at theensuing Annual General Meeting. As required under the provisions of Section 139 and 141of theCompanies Act, 2013, the Company has received a written consent and certificate from M/s. Anam &Associates, Chartered Accountants, Mumbai, to be re-appointed as Auditors for a period of five years, i.e.


... 15 ...

upto conclusion of the 28th Annual General Meeting of the Company, to the effect that their appointment/ re-appointment, if made, would be in conformity with the limits specified in the said Section and thatthey are not disqualified to be appointed as Auditors of the Company. The Board has recommended to theshareholders for approval re-appointment of M/s. Anam & Associates, Chartered Accountants, as theStatutory Auditors to hold office from the ensuing 23rd Annual General Meeting till the conclusion of the28th Annual General Meeting and to fix their remuneration.

The notes of the financial statements referred to in the Auditor’s Report are self-explanatory and do notcall for any further comments. The Auditor’s Report does not contain any qualification, reservation oradverse remark.

Secretarial AuditThe Board had appointed Shubham Agarwal, Company Secretary in Practice to conduct Secretarial Auditof the Company for the year 2014-15. The Auditor had conducted the audit and their report thereon wasplaced before the Board. The report of the Secretarial Audit is annexed herewith as “Annexure - I”.There are no qualifications or observations in the Report.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013There was no guarantees given or security provided or investments made by the Company under Section186 of the Companies Act, 2013 during the year under review. Particulars of loans given are provided inthe financial statement (Please refer to Note no. 8 to the financial statement). All the loans were given thepurpose of business of the recipients.

Contracts and Arrangements with Related PartiesThere was no contract or arrangements made with related parties as defined under Section 188 of theCompanies Act, 2013 during the year under review.

Deposits, Loans and AdvancesThe Company has neither accepted nor renewed any deposits during the year under review.

Explanation or Comments on Qualifications, Reservations or adverse remarks or disclaimers madeby the Auditors and the Practicing Company Secretary in their reportsThere was no qualifications, reservations or adverse remarks made either by the Auditors or by the Prac-ticing Company Secretary in their respective reports.

Particulars of Remuneration of Employees and Other Required DisclosuresIn terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing anyremuneration which is in excess of the limits laid down therein. Disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure – II.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and OutgoThe provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There wasno foreign exchange inflow or Outflow during the year under review.

Extract of Annual ReturnThe details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section92 of the Companies Act, 2013 is included in this Report as Annexure – III and forms part of this Report.


... 16 ...

GeneralDuring the year under review, no revision was made in the financial statement of the Company. Duringthe year ended March 31, 2015 , there were no cases filed / reported pursuant to the Sexual Harassment ofwomen at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutoryauthority on any matter related to capital market since the listing of the Company’s equity shares. Nosignificant or material orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company’s operation in future.

Cautionary statement:Certain statements in the Director’s Report describing the Company’s objectives, projections, estimates,expectations or predictions may be forward-looking statements within the meaning of applicable securi-ties laws and regulations. Actual results could differ from those expressed or implied. Important factorsthat could make a difference to the Company’s operations include labour and material availability, andprices, cyclical demand and pricing in the Company’s principal markets, changes in government regula-tions, tax regimes, economic development within India and other incidental factors.

AcknowledgmentThe Directors would like to thank all shareholders, customers, bankers, contractors, suppliers and associ-ates of your Company for the support received from them during the year. The Directors would also liketo place on record their appreciation of the dedicated efforts put in by the employees of the Company.

Registered Office: For and Behalf of the Board24, Laxmi Chambers,Navjeevan Press Road,Opp. Old Gujarat High Court,Ahmedabad- 380014.Email: [email protected];Maninagar, Ahmedabad- 380008web site: www.suniteechemicalsltd.comContact No: 07955300551Date: September 4, 2015 Rajeshbhai Chhaganbhai Desai Sagar Harshadkumar Soni

DIN No: 07047426 DIN – 0704744616-380,Golul Avas, JodhpurGam, Managing Director & CFOAhmedabad: 380015 7, Anand Apartment,Gujarat, India Kankaria, Rambag Road,

Ahmedabad: 380008


... 17 ...

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Sunitee Chemicals Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adher-ence to good corporate practices by M/S Sunitee Chemicals Limited (hereinafter called the Company).Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed andother records maintained by the Company and also the information provided by the Company, its officers,agents and authorized representatives during the conduct of secretarial audit, I hereby report that in myopinion, the Company has, during the audit period covering the financial year ended on March 31, 2015complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintainedby the Company for the financial year ended on March 31, 2015 according to the applicable provisionsof:

(i) The Companies Act, 1956 (the Old Act) and the rules made thereunder;

(ii) The Companies Act, 2013 (the Act) and the rules made thereunder;

(iii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Take-overs) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

(vi) The provisions of the following Acts, Rules, Regulations and Guidelines were not applicable to theCompany during the year under report:


... 18 ...

(i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(ii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder tothe extent of Foreign Direct Investment, Overseas Direct Investment and External Commer-cial Borrowings;

(iv) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999;

(v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

(vi) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regu-lations, 2009; and

(vii) The Securities and Exchange Board of India (Issue of Sweat Equity) Regulations, 2002.

(vii) Based on representation made by the Company and its officers, the Company has adequate systemand process in place for compliance under the other applicable Laws, Acts, Rules, Regulations,Circulars, Guidelines and Standards. Major heads/groups of Acts, Laws, Rules, Regulations, Guide-lines and Standards as applicable to the Company are given below:

(i) Labour Laws and other incidental laws related to employees appointed by the Companyeither on its payroll or on contractual basis as related to wages, gratuity, provident fund,ESIC, compensation etc.;

(ii) Acts as prescribed under Direct Tax and Indirect Tax;

(iii) Acts prescribed under prevention and control of pollution;

(iv) Acts prescribed under environmental protection;

(v) Land Revenues Act of the Gujarat State;

(vi) Labour Welfare Act of the Gujarat State; and

(vii) Such other Local laws etc. as may be applicable in respect of the office of the Company.

I have also examined compliance with the applicable clauses of the following:

(i) The Equity Listing Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange; and

(ii) The Institute of Company Secretaries of India has not prescribed any Secretarial Standards whichare mandatory for the year 2014-15.

I have not reviewed the applicable financial laws, direct and indirect tax laws since the same have beensubject to review and audit by statutory auditors of the company

During the period under review the Company has complied with the provisions of the Act, Rules, Regu-lations, Guidelines, Standards, etc. mentioned above.


... 19 ...

I further report that the Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors and Independent Directors. The changes in the composi-tion of the Board of Directors that took place during the period under review were carried out in compli-ance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

Majority decision is carried through and none of the board members dissented to any resolutions/recom-mendations during the year.

I further report that there are adequate systems and processes in the Company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable laws, rules, regu-lations and guidelines.

I further report that during the audit period the company has not undertaken any major corporate event/action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules,regulations, guidelines, standards, etc. referred to above.

[SHUBHAM AGARAWAL]Company Secretaries

C.P. NO.:10640

Date : 25.08.2015Place : Bhilwara

Note: This report is to be read with my letter of even date which is annexed as Annexure A herewith andforms an integral part of this report.


... 20 ...

‘Annexure A’

To,The Members,Sunitee Chemicals Limited

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Myresponsibility is to express an opinion on these Secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assur-ance about the correctness of the contents of the Secretarial records. The verification was done ontest basis to ensure that correct facts are reflected in Secretarial records. I believe that the processesand practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accountsof the Company.

4. Wherever required, I have obtained the Management’s representation about the compliance of laws,rules and regulations and happening of events etc.

5. The compliance of the Corporate and other applicable laws, rules, regulations, standards is theresponsibility of the management. my examination was limited to the verification of the procedureson test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor ofthe efficacy or effectiveness with which the management has conducted the affairs of the Company.

[SHUBHAM AGARAWAL]Company Secretaries

C.P. NO.:10640

Date : 25.08.2015Place : Bhilwara


... 21 ...

Anneuxre II

The ratio of the remuneration of each director to the median employee’s remuneration and otherdetails in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No. Requirement Disclosure

The ratio of the remuneration of each director to themedian remuneration of the employees for thefinancial year

I. No remuneration is paid to anydirector of the Company includingManaging Director

The percentage increase in remuneration of eachdirector, CFO, CEO, CS in the financial year

II. Not Applicable

The percentage increase in the median remunerationof employees in the financial year

III. The median remuneration of theemployees in the financial year wasincreased by 4.72%. The calculation of% increase in Median Remunerationis done based on comparableemployees. For this the employees whowere not eligible for any incrementhave been excluded.

The number of permanent employees on the rolls ofthe Company

IV. The Company had 1 employee on therolls as on March 31, 2015

The explanation on the relationship between averageincrease in remuneration and Company performance

V. While recommending increase inremuneration, the Company takes intoaccount various factors like financialperformance of the Company and thegroup, comparison with peers,industry benchmarking andconsideration towards cost of livingadjustments and inflation.

Average increase in employeeremuneration for the FY 2014-15 is4.73%. The Company follows holisticperformance review mechanism toensure that the increase iscommensurate with the effort and it isaligned with the performance of thecompany.

Comparison of the remuneration of the KeyManagerial Personnel against the performance of theCompany

VI. Not applicable as no remuneration ispaid to any Key Managerial Personnelof the Company


... 22 ...

Variations in the market capitalization of theCompany price earnings ratio as at the closing dateof the current FY and previous FY

Percentage increase over decrease in the marketquotations of the shares of the Company incomparison to the rate at which the Company cameout with the last public offer.

VII. The market capitalisation as on March31, 2015 was Rs. 7785562.5 (Rs.8840170 as on March 31, 2014)

Price Earnings ratio of the Companywas (0.9375) as at March 31, 2015 andwas 150 as at March 31, 2014.

Stock market data as on the date of IPOare not available.

Average percentile increase already made in the sala-ries of employees other than the managerial person-nel in the last financial year and its comparison withthe percentile increase in the managerial remunera-tion and justification thereof and point out if thereare any exceptional circumstances for increase in themanagerial remuneration;

VIII. Average increase in employee remu-neration for the FY 2014-15 is 4.73%.No cpmparison could be made as noneof the Directors or Key ManagerialPersonnel received any remunerationduring the year.

Comparison of the each remuneration of the KeyManagerial Personnel against the performance of theCompany.

IX. No comparison could be made as noneof the Key Managerial Personnelreceived any remuneration during theyear.

The key parameters for any variable component ofremuneration availed by the directors

X. Not Applicable

The ratio of the remuneration of the highest paiddirector to that of the employees who are notdirectors but receive remuneration in excess of thehighest paid director during the year

XI. Not Applicable

Sr. No. Requirement Disclosure

Affirmation that the remuneration is as per the remu-neration policy of the Company

XII. It is hereby affirmed that theremuneration paid is as per the Remu-neration Policy of the Company.


... 23 ...

ANNEXURE III TO THE DIRECTORS’ REPORTForm No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the financial year ended on 31st March, 2015

[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:

i) CIN L24110GJ1992PLC017164

ii) Registration Date 25/02/1992

iii) Name of the Company SUNITEE CHEMICALS LIMITED

iv) Category / Sub-Category of the Company Public Company Limited by Shares

v) Address of the Registered office and 24, Laxmi Chambers, Navjeevan Presscontact details Road, Opp. old Gujarat High Court,

Ahmedabad, Gujarat -380 014.Tel. : .: 079 55300551

vi) Whether listed company yes

vii) Name, Address and Contact details of Purva Sharegistry (India) Pvt. Ltd.Registrar and Transfer Agent, if any No-9, Shiv Shakti Industrial Estate,

Ground Floor, J.R.Borich Marg, Opp.Kasturba Hospital, Lower Parel, Mumbai -400011.Email : [email protected] : 022 2301 6761/ 022 2301 8261Fax : 040-2300 1153Toll Free No. : 1800 345 4001

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall bestated:-

Sl. Name and Description ofmain NIC Code of the % to total turnoverNo. products / services Product/ service of theCompany

1. Trading in Shares etc. 661 76.35%

2. Interest Income 661 23.65%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address CIN/GLN Holding/Subsidiary % of ApplicableNo. of the Company /Associate sharesheld Section

1. Nil NA NA NA NA


... 24 ...

A. Promoters(1) Indian

a) Individual/ HUF 1487360 0 1487360 2.86 1487360 0 1487360 2.86 0.00

b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00c) State Govt (s) 0 0 0 0.00 0 0 0 0.00 0.00d) Bodies

Corporate 0 0 0 0.00e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00f) Any Other

(MMFSLESOP Trust) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (A) (1):- 1487360 0 1487360 2.86 1487360 0 1487360 2.86 0.00(2) Foreign

a) NRIs - 0 0 0 0.00 0 0 0 0.00 0.00 Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Other – 0 0 0 0.00 0 0 0 0.00 0.00Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) BodiesCorporate 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (A) (2):- 0 0 0 0.00 0 0 0 0.00 0.00Total shareholdingof Promoter (A) =(A)(1)+(A)(2) 1487360 0 1487360 2.86 1487360 0 1487360 2.86 0.00B. Public

Shareholding1. Institutionsa) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0c) Central Govt 0 0 0 0.00 0 0 0 0.00 0d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0e) Venture

Capital Funds 0 0 0 0.00 0 0 0 0.00 0f) Insurance

Companies 0 0 0 0.00 0 0 0 0.00 0g) FIIs 0 0 0 0.00 0 0 0 0.00 0

Category of Share-holders

No. of Shares held at thebeginning of theyear (As on 1st April, 2014)

No. of Shares held at the end of the year (As on 31st March, 2015)

%Changeduring

the year

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

i) Category-wise Share Holding

Demat Physical Total % ofTotal

Shares

Demat Physical Total % ofTotal

Shares


... 25 ...

h) ForeignVentureCapital Funds 0 0 0 0.00 0 0 0 0.00 0

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 02. Non-Institutionsa) Bodies Corporate

i) Indian 3996791 0 3996791 7.69 2424409 0 2424409 4.66 (3.03)ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00b) Individualsi) Individual

shareholdersholdingnominal sharecapital uptoRs. 1 lakh 18523852 252800 18776652 36.11 18322117 252800 18574917 35.72 (0.39)

ii) Individualshareholdersholdingnominal sharecapital inexcess ofRs. 1 lakh 26048496 130000 26178496 50.34 27272793 130000 27402793 52.70 2.36

c) Others (specify) 0 0 0 0 0 0 0 0 0Clearing Members 1001 0 1001 0 2000 0 2000 0 0Non ResidentIndians 145617 0 145617 0.28 142295 0 142295 0.27 (0.01)Trusts 5000 0 5000 0.01 5000 0 5000 0.01 0H.U.F 1410083 0 1410083 2.71 1962226 0 1962226 3.77

d) Qualified ForeignInvestor 0 0 0 0 0 0 0 0 0

Sub-total (B)(2):- 50130840 382800 50513640 97.14 50130840 382800 50513640 97.14 0Total Public Shareholding (B)=(B)(1)+(B)(2) 50130840 382800 50513640 97.14 50130840 382800 50513640 97.14 0C. Shares held by

Custodian forGDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00

Grand Total(A+B+C) 51618200 382800 52001000 100.00 51618200 382800 52001000 100.00 0.00


... 26 ...

(ii) Shareholding of Promoters

1. Brijmohan Liladhar Saraf 1487360 2.86 0 1487360 2.86 0 0.00

Total 1487360 2.86 0 1487360 2.86 0 0.00

(iii) Change in Promoters’ Shareholding

There is no change in the shareholding of promoter between 01-04-2014 to 31-03-2015

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders ofGDRs and ADRs):

Sl.No.

Shareholder’s Name Shareholding at the beginning ofthe year (As on 1st April, 2014)

Share holding at the end oftheYear(As on 31st March, 2015)

No. ofShares

% of TotalSharesof the

company

% ofShares

Pledged /encum-bered to

total shares

No. ofShares

% of TotalShares of the

company

% of SharesPledged /encum-bered to

total shares

% changeIn shareholding

during theyear

Sl.No.

Shareholding Date Increase/Decrease in

shareholding

Reason Cumulative Shareholdingduring theYear

For Each ofthe Top 10

Shareholders

No. of sharesat the

beginning ofthe year

(1/04/2014)

% of totalshares of the

Company

No. of sharesend of the

year(31/03/2015)

% of totalshares of the

company

1 Nehal 1500000 2.88 –– –– –– ––Rajnikant 09-05-2014 (5000) 1495000 2.69Chandura 12-05-2014 22500 1517500 2.68

19-09-2014 (33000) 1484500 2.6125-09-2014 (25000) 1459500 2.5507-11-2014 (100000) 1359500 2.5021-11-2014 50000 1409500 2.6009-12-2014 (37000) Market 1372500 2.6412-12-2014 27500 Sale or 1400000 2.6919-12-2014 (16000) Purchase 1384000 2.6631-12-2014 (4000) 1380000 2.6516-01-2015 20000 1400000 2.6923-01-2015 60000 1460000 2.8130-01-2015 45900 1505900 2.9006-02-2015 4100 1510000 2.9013-02-2015 92000 1602000 3.0827-02-2015 500 1602500 3.0813-03-2015 7500 1610000 3.1020-03-2015 40000 1650000 3.17

–– –– –– –– 1650000 3.172 Ankit Jain 1200000 2.31 –– –– –– 1200000 2.313 Jai Prakash

Waswani 1000000 1.92 –– –– –– 1000000 1.92


... 27 ...

4 Pace Stock 715716 1.38 - -Broking 25-04-2014 300 716016 1.38

09-05-2014 200 716216 1.3816-05-2014 8610 724826 1.3923-05-2014 5001 729827 1.4030-05-2014 10300 740127 1.4206-06-2014 5387 745514 1.4313-06-2014 -5600 739914 1.4220-06-2014 41778 781692 1.5030-06-2014 14599 796291 1.5304-07-2014 -19120 777171 1.4911-07-2014 39550 816721 1.5718-07-2014 45479 862200 1.6625-07-2014 6317 868517 1.6701-08-2014 7599 876116 1.6808-08-2014 3613 879729 1.6914-08-2014 6507 886236 1.7022-08-2014 -863 885373 1.7029-08-2014 -860 Market 884513 1.7005-09-2014 -18480 Sale & 866033 1.6712-09-2014 7348 Purchase 873381 1.6819-09-2014 4053 877434 1.6925-09-2014 50 877484 1.6910-10-2014 350 877834 1.6924-10-2014 100 877934 1.6914-11-2014 -110 877824 1.6921-11-2014 -44 877780 1.6928-11-2014 -46777 831003 1.6005-12-2014 290 831293 1.6012-12-2014 -3932 827361 1.5919-12-2014 40675 868036 1.6731-12-2014 1248 869284 1.6702-01-2015 123 869407 1.6709-01-2015 -70 869337 1.6716-01-2015 -5325 864012 1.6623-01-2015 916 864928 1.6630-01-2015 -4030 860898 1.6606-02-2015 9821 870719 1.6713-02-2015 -857919 12800 0.0227-02-2015 5000 17800 0.0313-03-2015 -11400 6400 0.01

6400 0.01- - 149185 0.50

5 Manish Patidar 700000 1.35 - - - 700000 1.356 Pooja Nehal 500000 0.96 - - - 500000 0.96

Chandura7 Premlata Patidar 500000 0.96 - - - 500000 0.968 Daksha

Mahajay Patani 470000 0.90 - - - 470000 0.909 Nirman Share

Brokers Pvt. Ltd. 466785 0.90 - -25-09-2014 110 466895 0.9013-02-2015 (466785) Market 110 0.0020-03-2015 (30) Sale & 80 0.00

- - Purchase 80 0.0010 Manoj K. Singh 464726 0.89 - - - 464726 0.89


... 28 ...

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.No.

Shareholding at thebeginning of the year

No. of sharesat the beginning

of the year(01/04/2014)

% of Totalsharesof the

company

For Each of theDirectors and KMP

Date Increase /Decrease in

shareholding

Reason CumulativeShareholding

during theyear

No. ofshares endof the year

(31/03/2015)

% of totalshares of

thecompany

A DIRECTORS

1 Nil Nil Nil Nil Nil Nil Nil Nil

2 Nil Nil Nil Nil Nil Nil Nil Nil

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount Rs. in lacs)

Secured Unsecured Deposits TotalLoans Loans Indebtedness

excludingdeposits

Indebtedness at the beginning of thefinancial year (As on 1st April, 2014)

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

Change in Indebtedness during thefinancial year• Addition Nil Nil Nil Nil

• Reduction Nil Nil Nil Nil

• Exchange Difference Nil Nil Nil Nil

Net Change Nil Nil Nil Nil

Indebtedness at theend of the financialyear (31st March, 2015)

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil


... 29 ...

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

*Dhaval Solanki **Sagar Soni(Managing Director) (Managing Director

& CFO)1. Gross salary - - -

(a) Salary as per provisionscontained in section 17(1)of the Income-tax Act,1961

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - - -

(c) Profits in lieu of salary undersection 17(3) Income-tax Act,1961 - - -

2. Stock Option - - -3. Sweat Equity - - -4. Commission- as % of profit- Others,

specify… - - -5. Others, please specify - - -

Total (A) - - -Ceiling as per the Act 10% of the net profit of the Company calculated as per Section 198 of

the Companies, 2013 read with Schedule V of the Companies Act,2013.

* Change in designation of Mr. Dhaval Solanki from Managing Director to Director w.e.f. 14.11.2014** Appointment of Sagar Soni as Managing Director w.e.f. 18.12.2014Note : There is no Whole Time Director or Manager in the Company during the financial year 01/04/2014 to 31/03/2015.

B. Remuneration to other directors:

Sl. Particulars of Remuneration Name of Directors Total AmountNo.B1 Independent Directors1 - Fees for attending board/committee *Mr. Madan Das Nil

meetings- Commission- Others, please specify

2 - Fees for attending board/committee Mr. Rohan Jain Nilmeetings

- Commission- Others, please specify

3 - Fees for attending board/committee Mr. Shailesh Kumar Nilmeetings Gupta


4 - Fees for attending board/committee **Mr. Rajendra Nilmeetings Barkalle



... 30 ...

5 - Fees for attending board/committee **Mr. Sanjay Shah Nilmeetings

- Commission- Others, please specify Others, please

specifyTotal B1 Nil NA

B2 Other Non-Executive Directors1 - Fees for attending board/committee *Mr. Vipin Chandra Nil

meetings Shivhare- Commission- Others, please specify

2 - Fees for attending board/committee meetings Mrs. Preeti Patadia Nil- Commission- Others, please specify

3 - Fees for attending board/committee meetings Mr. Rajeshbhai Nil- Commission Chhaganbhai Desai- Others, please specifyTotal B2 Nil NATotal B3 (B1+B2) Nil NATotal Managerial Remuneration Nil NAOverall ceiling as per the Act 1% of the net profit 1% of the net profit

of the Act of the Act

*Resignation of Madan Das and Vipin Chandra Shivhare w.e.f. 13.02.2015** Resignation of Rajendra Barkalle and Sanjay Shah w.e.f. 14.11.2014

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sl.no. Particulars of Remuneration Key Managerial Personnel

*Kanchan Narwani **Sagar Soni Total(Company (CFO)Secretary)

1. Gross salary(a) Salary as per provisions 27,613 - 27,613

contained in section 17(1) ofthe Income-tax Act,1961

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 - - -

(c) Profits in lieu of salary undersection 17(3) Income-tax Act,1961 - - -

2. Stock Option - - -3. Sweat Equity - - -4. Commission

- as % of profit- others, specify… - - -


... 31 ...

5. Others, please specify - - -Total 27,613 - 27,613

*Appointment of Kanchan Nirwani as CS w.e.f. 18.12.2014 and Resignation w.e.f. 20.05.2015.**Appointment of Sagar Soni as CFO w.e.f. 18.12.2014

A. COMPANY

Penalty NIL

Punishment

Compounding

B. DIRECTORS

Penalty NIL

Punishment

Compounding

C. OTHEROFFICERS INDEFAULT

Penalty NIL

Punishment

Compounding

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type Section of theCompanies Act

Brief Description Details of Penalty /Punishment/

Compounding feesimposed

Authority [RD /NCLT/

COURT]

Appeal made,if any (give

Details)


... 32 ...

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

1. Industrial Structure and Developments

The financial year 2014-2015 was very tough for the Company though the overall economic sce-nario has been on recovery and the economy is overcoming from the recession which gives positivesign for growth in the coming years. With the recovery in sight we are optimistic for the ChemicalSector (Organic as well as In-Organic). The Company is banking on both the activities, i.e., Chemi-cal Trading and Treasury Operations. The Company is pushing hard to commence the real estateconstruction and development and manufacturing and trading of gems, jewellery, diamonds, goldrefinery and incidental objects relevant thereto.

2. Outlook on Opportunities, Threats, Risk and Concerns

Opportunities

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

Threats, Risk and Concerns:

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

➢ Availability of suitable lands for construction and development.

➢ Government policies

➢ General economic conditions and financial sector conditions.

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

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

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

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

3. Internal Control Systems and their Adequacy

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

The processes and systems followed by the company at operational level have been integrated withthe equipments and people associated therewith. In the Chemical industry, the process & systemsfollowed are significantly important and are often shared with the customers to build the requisiteconfidence. The management is happy to state that the emphasis on the processes and systems ispaying rich dividends in terms of quality performance and customer satisfaction.


... 33 ...

4. Financial Performance

The Company’s total turnover for the financial year 2014-2015 is 61.10 Lacs (Previous Year Rs.7.17 Lacs). The top-line has increased substantially however due to adverse market conditionsthough the Company incurred a Net Profit before tax (Loss) of Rs. 81.35 Lacs as compared toPrevious Year’s profit of Rs. 1.17 Lacs. The Company is optimistic about its proposed businessventures which are highly profitable.

5. Development of Human Resources

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

Note:

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


... 34 ...

Corporate Governance Report

1. CORPORATE PHILOSOPHY:Sunitee Chemicals Limited, being a professionally managed Company, strongly believes that Cor-porate Governance envisages attainment of high level of transparency, accountability and integritythereby assisting the top management of the Company in efficient conduct of its business. TheCompany has been maintaining cordial relations with all stakeholders.Sunitee Chemicals Limited believes that its systems and actions must be integrated for enhance-ment 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 relationshipwith its customers and bankers. Apart from good remuneration, salaries and other facilities, theCompany provides pleasant work atmosphere to its employees. The role of each and every em-ployee is well defined in the hierarchy.The Company has a Cell for Investors’ Grievances, which promptly and efficiently resolves theproblems and queries of the investors of the Company.The Company places due emphasis on regulatory compliances

2. BOARD OF DIRECTORS:(a) Composition of the Board of Directors as on March 31, 2015:

The Board of Directors (“Board”) of the Company has an optimum combination of executiveand non-executive directors (including one women director). The Board provides leadership,strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Com-pany and its stakeholders.The Chairman of the Board is an Executive Director and majority of the Board comprises ofNon-Executive and Independent Directors. None of the Directors of the Company are relatedto each other except Mr. Dhaval Solanki and Ms. Preeti Patadia, being husband and wife. Thecomposition of the Board is as follows:Category Name of the DirectorsExecutive Directors Mr. Dhaval Solanki

Mr. Sagar Soni^Independent Directors Mr. Madan Das@

Mr. Rohan Jain#Mr. Shailesh Kumar Gupta#Mr. Rajendra Barkalle**Mr. Sanjay Shah**

Non Executive Directors other Mrs. Preeti Patadia*than Independent Directors Mr. Vipin Chandra Shivhare@

Mr. Rajeshbhai Desai^

* Woman Non Executive Director# Appointed as Additional Directors of the company w.e.f. July 12, 2014** Appointed as Additional Directors of the company w.e.f. August 20, 2014@ Resigned as Director w.e.f February 13, 2015^ Appointed as Additional Directors of the company w.e.f. December 18, 2014. Further

Mr. Sagar Soni was also appointed as Managing Director and CFO of the company w.e.f.December 18, 2014


... 35 ...

b) Board Meetings and Directorship / Committee membership(s) of Directors:

A total of Eight Board Meetings were held during the year 2014-2015 on the following dates:May 30, 2014, July 12, 2014, August 14, 2014, August 20, 2014, November 14, 2014, De-cember 18, 2014, December 30, 2014 and February 13, 2015.

As mandated by the Clause 49 of the Listing Agreements with Stock Exchanges, none of theDirectors on the Board of the Company is Member of more than ten (10) specified Committeesand none is a Chairman of more than five (5) specified Committees across all the Indian PublicLimited companies in which they are Directors. The Company has received necessary disclo-sures from all the Directors regarding Committee positions held by them in other Companies.The table below gives the details of the names of the members of the Board, their status, theirattendance at the Board Meetings and the last AGM, their Directorships, Committee Member-ships and Chairmanships in Indian Companies as on 31 March 2015. It excludes Directorshipsof Private Limited Companies, Foreign Companies and Section 8 Companies:

^Mr. Dhaval 22.08.2008 Director 8 Yes 1 Nil NilSolanki (DIN (Managingno. 02127298 Director upto

14.11.2014)Mr. Preeti 04.10.2011 Non- 8 Yes 1 Nil NilPatadia (DIN Executiveno. 02127298) Director#Mr. Vipin 08.02.2005 Non- 7 Yes 1 Nil NilChandra ExecutiveShivhare Director(DIN No.01788638)#Mrs. Madan 02.07.2012 Non- 7 No 1 Nil NilDas (DIN no. Executive05266268) DirectorMr. Rohan 12.07.2014 Non- 1 - 1 Nil NilJain (DIN no. Executive06906393) DirectorMr. Shailesh 12.07.2014 Non- 1 Yes 1 Nil NilKumar Gupta Executive(DIN no. Director06906574)**Mr. Rajendra 20.08.2014 Non- - - 1 Nil NilBarkalle (DIN Executiveno. 00290416) Director

Name of theDirector (DIN)

Date ofappointment

Number ofboard

meetingattended

during theyear

Attendanceat lastAGM

Directorshipsin Indian

Public Limitedcompanies(Including

Sunitee Chemi-cals Limited)

Membership ofCommittees (excluding

Sunitee ChemicalsLimited)

Member Chairman

Category


... 36 ...

**Mr. Sanjay 20.08.2014 Non- - - 1 Nil NilShah (DIN no. Executive00290441) Director*Mr. Rajeshbhai 18.12.2014 Non- 2 - 1 Nil NilDesai (DIN no. Executive07047426) Director*Mr. Sagar Soni 18.12.2014 Non- 2 - 1 Nil Nil(DIN no. Executive07047446) Director

^ Resigned as Managing Director of the company w.e.f. November 14, 2014* Appointed as an Additional Directors w.e.f. December 18, 2014# Resigned as Directors w.e.f. February 13, 2015** Resigned as Director w.e.f November 14, 2014

c) Board Level Performance Evaluation:

The Nomination and Remuneration Committee has laid down the criteria for performance evalua-tion of Executive Directors, Non Executive Directors including Independent Directors (“IDs”) andBoard as a Whole.

The criteria for performance evaluation are as under:

For Executive Directors:

The criteria for evaluation of Managing Director, inter alia, includes his ability to elicit inputs fromall members, ability to table and openly discuss challenging matters, attendance and participation atmeetings, integrating quality and reengineering, capitalize on opportunities created by economicand technological changes, assistance to board in formulating policies and setting standards andfollowing them, accessibility, ability to analyze strategic situations, ability to project positive imageof the Company, compliance with regulatory requirements, handling critical situations concerningcompanies.

For Non-Executive Directors (including Independent Directors):

The criteria for evaluation of Non- Executive Directors, inter alia, includes attendance at the meet-ings, study of agenda and active participation, contribution to discussions on strategy, participateconstructively and actively in committees of the Board, exercise of skills and diligence with dueand reasonable care and to bring independent judgment to the Board, ability to bring in best prac-tices from his / her experience, adherence to the code of conduct.

Name of theDirector (DIN)

Date ofappointment

Number ofboard

meetingattended

during theyear

Attendanceat lastAGM

Directorshipsin Indian

Public Limitedcompanies(Including

Sunitee Chemi-cals Limited)

Membership ofCommittees (excluding

Sunitee ChemicalsLimited)

Member Chairman

Category


... 37 ...

For Board as a whole:

The criteria for evaluation of the Board, inter alia, includes composition and diversity, inductionprogram, team work, performance culture, risk management and financial controls, integrity, cred-ibility, trustworthiness, active and effective participation by members.

d) Separate meetings of the Independent Directors:

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agree-ments with the Stock Exchanges, a seperate meeting of Independent Directors of the Company washeld on March 28, 2015, inter alia, to discuss the following:

· To review the performance of non-independent directors and the Board as a whole;

· To review the performance of the Chairperson of the company

· To assess the quality, quantity and timeliness of flow of information between the companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties

The Independent Directors have expressed their satisfaction over the performance of the otherdirectors and the Board as whole. They have also expressed their satisfaction over the quality,quantity and flow of information between the company management and the Board / Committeesof the Board.

e) Familiarisation programme for Independent Directors:

The Board members are provided with necessary documents/brochures, reports and internal poli-cies to enable them to familiarise with the Company’s procedures and practices. Periodic presenta-tions are made at the Board and Board Committee Meetings, on business and operations of theCompany as well as the Group. Quarterly updates on relevant statutory changes are discussed in theBoard meetings. The details of such familiarization programmes of the Company may be accessedon the Company’s website at the link www.suniteechemicalsltd.com

f) Meetings of the Board:

➢ Frequency: The Board meets at least once a quarter to review the quarterly results and otheritems of the Agenda. Whenever necessary, additional meetings are held. In case of businessexigencies or urgency of matters, resolutions are passed by circulations, as permitted by law,which is confirmed in the next Board Meeting.

➢ Board Meeting Location: The location of the Board / Committee Meetings are informed wellin advance to all the Directors. Each Director is expected to attend the Board / CommitteeMeetings.

➢ Notice and Agendas distributed in advance: The Company’s Board / Committees are pre-sented with detailed notes, along with the agenda papers are being circulated well in advanceof the Meeting. The Agenda for the Board / Committee Meetings is set by the CompanySecretary in consultation with the Chairperson of the Board / Committees. All material infor-mation is incorporated in the Agenda for facilitating meaningful and focused discussions atthe Meeting. Where it is not practical to attach any document to the Agenda, the same istabled before the Meeting with specific reference to this effect in the Agenda. In special and


... 38 ...

exceptional circumstances, additional or supplementary items on the Agenda are permitted.The Board periodically reviews compliance reports of laws applicable to the Company,prepared and placed before the Board by the Management.

➢ Other Matters: The senior management team of the Company is advised to schedule its

➢ Access to employees: The Directors are provided free access to officers and employees of theCompany. Whenever any need arises, the Board / Committee Members are at liberty tosummon the personnel whose presence and expertise would help the Board to have a fullunderstanding of matters being considered.

g) Information Supplied to the Board / Committees:

Among others, information supplied to the Board / Committees includes (wherever applicable):

• Annual operating plans of businesses and budgets and any update thereof.

• Capital budgets and any updates thereof.

• Quarterly results of the Company.

• Minutes of the Meetings of the Board and all other Committees of the Board.

• The information on recruitment of senior officers just below the Board level, if any.

• Show cause, demand, prosecution notices and penalty notices, if any.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollutionproblems.

• Any material default in financial obligations to and by the Company or substantialnon-payment for goods sold by the Company.

• Any issue, which involves possible public or product liability claims of substantial nature,including any judgment or order, which may have passed strictures on the conduct of theCompany or taken an adverse view regarding another enterprise that can have negativeimplications on the Company.

• Details of any joint venture or collaboration agreement, if any.

• Transactions that involve substantial payment towards royalty, goodwill, brand equity orintellectual property.

• Any significant development in human resources / industrial relations front, as and when itoccurs.

• Sale of material nature of investments, assets which are not in the normal course of business.

• Quarterly details of foreign exchange exposures and the steps taken by management to limitthe risks of adverse exchange rate movement, if any.

• Compliance status of any regulatory, statutory nature or listing requirements and sharehold-ers’ service, such as non-payment of dividend, delay in share transfer, if any, and others andsteps taken by company to rectify instances of non compliances, if any.


... 39 ...

h) Minutes of the Meetings: The draft Minutes of the proceedings of the Meetings are circulatedamongst the Members of the Board / Committees. Comments and suggestions, if any, receivedfrom the Directors are incorporated in the Minutes, in consultation with the Chairman. The Minutesare confirmed by the Members and signed by the Chairman at the next Board / Committee Meet-ings. All Minutes of the Committee Meetings are placed before the Board Meeting for perusal andnoting.

i) Post meeting follow-up mechanism: The Company has an effective post meeting follow-up reviewand reporting process for the decisions taken by the Board and Committee(s) thereof. The impor-tant decisions taken at the Board / Committee(s) Meetings which calls for actions to be taken arepromptly initiated and where required communicated to the concerned departments / divisions. Theaction taken report is placed at the immediately succeeding Meeting of the Board / Committee(s)for information and review by the Board/ Committee(s).

3. AUDIT COMMITTEE:

The Audit Committee of your Company comprises of two independent Directors, namely Mr. MadanDas and Mr. Vipin Shivhare and one Executive Director, Mr. Dhaval Solanki. Mr. Vipin Shivhare isthe Chairman of the Committee. With effect from December 18, 2014, Mr. Sagar Soni, ManagingDirector, Mr. Rajeshbhai Desai and Mr. Shailesh Kumar Gupta, Independent Directors, wereappointed as members of the Committee in place of Mr. Madan Das and Mr. Vipin Shivhare.Mr. Rajshbhai Desai was appointed as Chairman of the Committee. All the members of the AuditCommittee are financially literate and possess thorough knowledge of the financial servicesindustry.

The scope of the Audit Committee includes the references made under Clause 49 of the ListingAgreements as well as, and applicable provisions of Companies Act, 2013 besides the other termsthat may be referred by the Board of Directors. The Board terms of reference of the Audit Commit-tee are:

1) Oversight of the company’s financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of thecompany;

3) Approval of payment to statutory auditors for any other services rendered by the statutoryauditors;

4) Reviewing, with the management, the annual financial statements and auditor’s report thereonbefore submission to the board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be in-cluded in the Board’s report in terms of clause (c) of sub-Section 3 of Section 134 of theCompanies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same

(c) Major accounting entries involving estimates based on the exercise of judgement bymanagement


... 40 ...

(d) Significant adjustments made in the financial statements arising out of audit findings

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report.

5) Reviewing, with the management, the quarterly financial statements before submission to theboard for approval;

6) Reviewing, with the management, the statement of uses / application of funds raised throughan issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized forpurposes other than those stated in the offer document / prospectus / notice and the reportsubmitted by the monitoring agency monitoring the utilisation of proceeds of a public orrights issue, and making appropriate recommendations to the Board to take up steps in thismatter;

7) Review and monitor the auditor’s independence and performance, and effectiveness of auditprocess;

8) Approval or any subsequent modification of transactions of the company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacyof the internal control systems;

13) Reviewing the adequacy of internal audit function, if any, including the structure of the inter-nal audit department, staffing and seniority of the official heading the department, reportingstructure coverage and frequency of internal audit;

14) Discussion with internal auditors of any significant findings and follow up there on;

15) Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the board;

16) Discussion with statutory auditors before the audit commences, about the nature and scope ofaudit as well as post-audit discussion to ascertain any area of concern;

17) To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other personheading the finance function or discharging that function) after assessing the qualifications,experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the AuditCommittee.


... 41 ...

21) To ensure Risk Management, to monitor and review of the risk assessment, to manage miti-gation and risk management plan from time to time. The Board periodically reviews imple-mentation and monitoring of the risk management plan for the Company including identifica-tion therein of elements of risks, if any, which in the opinion of the Board may threaten theexistence of the Company.

22) Reviewing the following information:1) Management discussion and analysis of financial condition and results of operations;2) Statement of significant related party transactions (as defined by the Audit Committee), sub-

mitted by management;3) Management letters/letters of internal control weaknesses issued by the statutory auditors;4) Internal audit reports relating to internal control weaknesses; and5) The appointment, removal and terms of remuneration of the Chief internal auditor shall be

subject to review by the Audit Committee.The Audit Committee of the Company met four (4) times during the last financial year on May 30, 2014,August 14, 2014, November 14, 2014 and February 13, 2015. The necessary quorum was present at themeetings. The gap between two Audit Committee Meetings was not more than four (4) months.

The constitution of the Audit Committee and details of attendance of each member of the committee atthe Meeting of Committee is given below:

Name of the Designation Non-Executive/ No. of committee Committeemembers Independent meetings held meeting attended

Mr. Dhaval Member Director 03 03Solanki (Upto 14.11.2014)Mr. Vipin Chandra Member Non-Executive 03 03Shivhare, (Upto 14.11.2014)Mr. Madan Das, Chairman Independent 03 03

(Upto 14.11.2014)Mr. Sagar Soni Member Managing 01 01

(W.e.f. 18.12.2014) DirectorMr. Shailesh Member Independent 01 01Gupta (W.e.f. 18.12.2014)Mr. Rajeshbhai Member Independent 01 01Desai (W.e.f. 18.12.2014)

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Companyheld on September 30, 2014.

4. NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provision of section 178 of the Companies Act, 2013 and the ListingAgreement with the Stock Exchanges the Board has renamed the existing “Compensation andRemuneration Committee” as the “Nomination and Remuneration Committee”.

The Nomination and Remuneration Committee comprises of Ms. Preeti Patadia and Mr. RohanJain and Mr. Shailesh Gupta as members of the Committee. Mr. Shailesh Gupta is Chairman of theCommittee.


... 42 ...

The scope of activities of the Nomination and Remuneration Committee is as set out in Clause 49of the Listing Agreements with Stock Exchanges read with Section 178 of the Companies Act,2013. The broad terms of reference of the Nomination and Remuneration Committee are broadly asfollows:

1. Succession planning of the Board of Directors and Senior Management Employees;

2. Identifying and selection of candidates for appointment as Directors / Independent Directorsbased on certain laid down criteria;

3. Identifying potential individuals for appointment as Key Managerial Personnel and to otherSenior Management positions;

4. Formulate and review from time to time the policy for selection and appointment of Direc-tors, Key Managerial Personnel and senior management employees and their remuneration;

5. Review the performance of the Board of Directors and Senior Management Employees basedon certain criteria as approved by the Board. In reviewing the overall remuneration of theBoard of Directors and Senior Management, the Committee ensures that the remuneration isreasonable and sufficient to attract, retain and motivate the best managerial talent, the rela-tionship of remuneration to performance is clear and meets appropriate performance bench-marks and that the remuneration involves a balance between fixed and incentive pay reflect-ing short term and long term objectives of the Company.

No Nomination and Remuneration Committee meeting was held during the year under review andfurther no remuneration was paid to the Managing Director or any other Director of the Companyduring the year under review.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with the provision of section 178 of the Companies Act, 2013 and the Listing Agree-ments with the Stock Exchanges, the Board has renamed the existing “Share Transfer and InvestorGrievance Committee” as the “Stakeholder’s Relationship Committee” (“SRC”).

The Stakeholders Relationship Committee comprises of Ms. Preeti Patadia, Mr. Rohan Jain andMr. Shailesh Gupta has become member and Ms. Preeti Patadia is Chairperson of the said Commit-tee. W.e.f. February 13, 2015, Mr. Rajesh Desai, Mr. Sagar Soni and Mr. Dhaval Solanki wereappointed as members of the Committee in place of the existing members. Mr. Rajesh Desai wasappointed as Chairman of the Committee. One meeting of the SRC was held during the year onNovember 14, 2014, which was attended by all the members of the Committee.

The broad terms of reference of committee are as under:

1. Approval of transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

2. Approval to issue of duplicate share certificates for shares/debentures and other securitiesreported lost, defaced or destroyed, as per the laid down procedure;

3. Approval to issue new certificates against subdivision of shares, renewal, split or consolida-tion of share certificates / certificates relating to other securities;


... 43 ...

4. Approval to issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company, subject to such approvals as may be required;

5. to approve and monitor dematerialization of shares / debentures / other securities and allmatters incidental or related thereto;

6. monitoring expeditious redressal of investors / stakeholders grievances;

7. all other matters incidental or related to shares, debentures and other securities of the Com-pany.

The name, designation and address of Compliance Officer of the Company is as under:

Name and designation : Mr. Sagar Soni, Compliance Officer

Corporate Office Address : 24, Laxmi Chambers, Navjeevan Press Road,Opp. Old Gujarat High Court, Ahmedabad - 380014.

Contacts : Tel : 079 66300551E-mail : [email protected] : www.suniteechemicalsltd.com

Status of Complaints for the period 1st April 2014 to 31st March 2015

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

2. Number of complaints resolved Nil

3. Complaints Pending as at March 31, 2015 Nil

4. Number of Share transfers pending for approvalas at March 31, 2015 Nil

No members’ complaints/queries were received during theperiod under review and no complaints/ queries were pending ason March 31, 2015

6. PERIODIC REVIEW OF COMPLIANCES OF ALL APPLICABLE LAWS:

Your Company follows a system whereby all the acts, rules and regulations applicable to yourCompany are identified and compliance with such acts, rules and regulations is monitored by dedi-cated team on a regular basis. A consolidated compliance certificate based on the compliance statusin respect of various laws, rules and regulations applicable to your Company is placed before theBoard on regular basis and reviewed by the Board. Necessary reports are also submitted to theregulatory authorities as per the requirements from time to time.

7. GENERAL BODY MEETINGS:

The following table gives the details of the last three Annual General Meetings of the Company:


... 44 ...

Date of AGM Location Time Whether any special resolutions passed

30.09.2014 Registered Office 10.00 am No Special Resolution was passed.

30.09.2013 Registered Office 10.30 am No Special Resolutions were passed.

29.09.2012 Registered Office 10.00 am Yes. 3 Special Resolution was passed.

The following Ordinary/special resolutions have been passed through Postal Ballot (including electronicvoting) during the last financial year ended 2014-15 i.e. on February 19, 2015

1. Appointment of M/s. Anam & Associates, Chartered Accountants as an Auditor to fill CasualVacancy caused by the resignation of M/s. Dafariya and Company – By OrdinaryResolution:

Votes in favour of resolution 27

Votes against the resolution 2

Percentage of Votes in favour of resolution 99.53%

2. Authority to Board for borrowing moneys and or creating a charge and/or giving guaranteesupto a limit of Rs. 100 Crores – By Special Resolution:




3. Authority to Board to make loans and investments or guarantee or security upto a limit of Rs.100 Crores – By Special Resolution:




The Board had appointed Mr. Shankar Bhagat, a Practicing Chartered Accountant, as a Scrutinizer toconduct the postal ballot voting process in a fair and transparent manner.

There is no immediate proposal for passing any resolution through Postal Ballot. None of the businessesproposed to be transacted at the ensuing Annual General Meeting requires passing a resolution throughPostal Ballot.

8. DISCLOSURES:

(i) Disclosure on materially significant related party transactions that may have potential con-flict with the interest of company at large:

The Company has put in place a policy for Related Party Transactions (RPT Policy) whichhas been approved by the Board of Directors. The Policy provides for identification of RPTs,necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosurerequirements in compliance with Companies Act, 2013 and Listing Agreements.


... 45 ...

There were no transactions with related parties during the year under review.

The policy on materiality of Related Party Transactions and dealing with Related Party Trans-actions as approved by the Board may be accessed on the Company’s website.

(ii) Details of non-compliance:

No major strictures/penalties were imposed on your Company by Stock Exchanges or by theSecurities and Exchange Board of India or by any statutory authority on any matter related tothe capital markets during the financial year 2014-15.

(iii) Whistle Blower Policy/ Vigil Mechanism:

In Compliance of the Companies Act, 2013 and Clause 49 of the Listing Agreements with theStock Exchanges, the Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees to report genuine concerns aboutunethical behavior, actual or suspected fraud or violation of the Company’s code of conductor ethics policy. The Policy also provides for adequate safeguard against victimization ofWhistle Blower who avails of such mechanism and also provides for the access to the Chair-man of Audit Committee. None of the Whistle Blowers have been denied access to the AuditCommittee.

(iv) Details of compliance with mandatory requirements and adoption of non-mandatory require-ments of Clause 49 of the Listing Agreement:

Your Company duly complied with all the mandatory requirements of Clause 49 of the List-ing Agreement.

(v) Disclosure of accounting treatment:

There was no deviation in following the treatments prescribed in any of Accounting Stan-dards (AS) in the preparation of the financial statements of your Company.

9. MEANS OF COMMUNICATION TO THE STAKEHOLDERS:

The primary source of information to the shareholders, customers, analysts and other stakeholdersof your Company and to public at large is through the website of your Companywww.suniteechemicalsltd.com The Annual Report, quarterly results, shareholding pattern and ma-terial events, among others, are regularly sent to stock exchanges and uploaded on the Company’swebsite. Quarterly/annual financial results are regularly submitted to the Stock Exchanges in accor-dance with the Listing Agreements with the Stock Exchanges.

The quarterly and annual results of your Company are published in widely circulated newspapers.

10. GENERAL SHAREHOLDERS’ INFORMATION:

1. Annual General Meeting : Wednesday, September 30, 2015 at 9.30 A.M. at 24, LaxmiChambers, Navjeevan Press Road, Opp. Old Gujarat HighCourt, Ahmedabad- 380014, Gujarat

2. Financial calendar : April 1, 2015 to March 31, 2016(2015-2016)

Results for the quarter/half year ended September 30, 2015 –within 45 days from the end of the quarter


... 46 ...

Results for the quarter ended December 31, 2015 – within 45days from the end of the quarterResults for the quarter and year ended March 31, 2016 – within60 days from the end of the quarterResults for the quarter ended June 30, 2016 – within 45 daysfrom the end of the quarter

3. Book closure date : September 26, 2015 to September 30, 20154. Interim dividend : No Dividend was declared for the current financial year due

to loss incurred by the Company.5. Listing of equity shares : BSE LimitedAhmedabad Stock Exchange Limited

on stock exchanges at6. Stock code : BSE Limited – 531945

7. Stock market dataTable below gives the monthly high and low quotations of shares traded at BSE Limitedfor the current year. The chart below plots the monthly closing price of SUNITEE CHEMI-CALS LIMITED for the year ended March 31, 2015.

(in Rs.)

Month BSEHigh Low No. of Shares Turnover

Traded Rs.April, 2014 0.18 0.13 93,548 14,577May, 2014 0.22 0.14 2,49,550 42,390June, 2014 0.39 0.21 4,03,675 1,15,699July, 2014 0.44 0.36 4,61,901 1,84,002August, 2014 0.44 0.35 1,20,678 46,488September, 2014 0.48 0.35 3,04,651 1,25,375October, 2014 0.38 0.21 27,512 7,893November, 2014 0.33 0.18 1,97,039 52,035December, 2014 0.38 0.28 1,28,906 41,905January, 2015 0.34 0.24 1,82,313 49,818February, 2015 0.23 0.16 5,25,710 1,03,512March, 2015 0.18 0.14 1,52,8622 3,797

8. Demat ISIN numbers in : ISIN - INE714C01022NSDL and CDSL forequity shares

9. Registrar & Transfer : M/s. Purva Sharegistry (India) Private Limited,Agent No – 9, Shiv Shakti Ind. Estate, Ground Floor,

J. R. Boricha Marg, Opp. Kasturba Hospital,Lower Parel (East), Mumbai – 400 011Tel:022-2301 6761/022-2301 [email protected]


... 47 ...

10. Share transfer system : Your Company’s shares are compulsorily traded indematerialized form. In the case of transfers in physicalform, which are lodged at the Registrar and TransferAgent’s Office, these are processed within a period of 30days from the date of receipt.All share transfers and other share related issues areapproved in the Share Transfer and Investor GrievanceCommittee Meeting, which is normally convened as andwhen required.

11. Dematerialisation of : As on March 31, 2015, 99.26 % of the paid-up shareshares capital of the Company was in dematerialized form.

Trading in equity shares of the Company is permitted onlyin dematerialized form through CDSL and NSDL as pernotifications issued by the Securities and Exchange Boardof India.

12. Correspondencefor : M/s. Purva Sharegistry (India) Private Limiteddematerialisation, transfer No – 9, Shiv Shakti Ind. Estate, Ground Floor,of shares, non-receipt of J. R. Boricha Marg, Opp. Kasturba Hospital,dividend on shares and Lower Parel (East), Mumbai – 400 011any other query relating Tel:022-2301 6761/022-2301 0771to the shares of the Fax: 022- 2301 2517Company Email: [email protected]

13. Any query on Annual : Mr. Sagar SoniReport contact at Compliance Officercorporate office 24, Laxmi Chambers, Navjeevan Press Road,

Opp. Old Gujarat High Court, Ahmedabad- 380014,

11. SHAREHOLDING PATTERN:

Categories of Equity Shareholders as on March 31, 2015:

Category As on March 31, 2015

No. of Shares %

Individuals 47939936 92.19

Companies, Mutual Funds & Trusts 2429409 4.67

Directors and relatives Nil Nil

NRIs & Foreign Companies 142295 0.27

Government & Public Financial Institutions Nil Nil

Clearing Members 2000 0.00

Promoters 1487360 2.86


... 48 ...

12. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2015:

The distribution of shareholders as on March 31, 2015 is as follows:

No. of equity No. of % of IN RS. % of shareshares held shareholders shareholders Holdings

(range)

UPTO 5,000 2283 24.32 7824970 1.50

5,001 - 10,000 2237 23.83 21640240 4.16

10,001 - 20,000 1537 16.37 28289700 5.44

20,001 - 30,000 709 7.55 19565710 3.76

30,001 - 40,000 333 3.55 12620870 2.43

40,001 - 50,000 827 8.81 40905030 7.87

50,001 - 1,00,000 780 8.31 65563920 12.61

1,00,001 AND ABOVE 681 7.25 323599560 62.23

Total 9387 100.0000 520010000 100.0000

13. CODE OF CONDUCT AND CORPORATE DISCLOSURE PRACTICES FOR PREVEN-TION OF INSIDER TRADING:

The Board of Directors adopted the Code of Conduct for Board Members and senior managementpersonnel. The said code was communicated to the Directors and members of the senior manage-ment and they affirmed their compliance with the said Code. The Code adopted is posted on theCompany’s website www.suniteechemicalsltd.com.

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, yourCompany has adopted Code of practices and procedures for fair disclosure of unpublished pricesensitive information and Code of Conduct to regulate, monitor and report Insider Trading.

All Board Directors and the designated employees have confirmed compliance with the Code.

14. CEO/CFO CERTIFICATE:

The Certificate required under Clause 49(IX) of the Listing Agreement duly signed by the MD &CFO was given to the Board and the same is annexed to this Report.


... 49 ...

ANNEXURE

Chief Financial Officer (CFO) Certification under Clause 49 (IX)

To,The Board of DirectorsSunitee Chemicals Limited

We have reviewed the financial statements and the cash flow statement of Sunitee Chemicals Limited

(a) for the year ended March 31, 2015 and that to the best of our knowledge and belief:

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

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

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

(c) We accept responsibility for establishing and maintaining internal controls for financial reportingand we have evaluated the effectiveness of Company’s internal control systems pertaining to finan-cial reporting. We have not come across any deficiencies in the design or operation of such internalcontrols.

(d) We have indicated to the Auditors and the Audit Committee:

(i) Significant changes in internal control during the year;

(ii) that there are no significant changes in accounting policies during the year;

(iii) that there are no instances of significant fraud of which we have become aware.

Sagar SoniManaging Director & CFO

(DIN – 07047446)

Place : AhmedabadDate : September 4, 2015


... 50 ...

Declaration on Compliance with the Code of Conduct

This is to confirm that the Company has adopted a Code of Conduct for its board members and the seniormanagement and the same is available on the Company’s website. I confirm that the Company has inrespect of financial year ended March 31, 2015, received from the senior management team of the Com-pany and the Members of the Board, declaration of compliance with the Code of Conduct as applicable tothem.

For the purpose of this declaration, the term ‘senior management’ means the direct reportees to theManaging Director.

For Sunitee Chemicals Limited

Sagar SoniMD & CFO(DIN – 07047446)

Place :AhmedabadDate :September 4, 2015


... 51 ...

Auditor’s Certificate on Compliance of conditions of Corporate Governance

To the members ofSunitee Chemicals Limited

We have examined the compliance of conditions of corporate governance by Sunitee Chemicals Limited,for the financial year ended 31st March 2015 as stipulated in Clause 49 of the Listing Agreement enteredinto by the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company for ensur-ing the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied with all material respect with the conditions of Corporate Governance asstipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Anam & AssociatesChartered AccountantsFirm Regn. No: 005496S

CA Ahmed BhadaPartner,Membership No.039283.

Place :AhmedabadDate :September 4, 2015


... 52 ...

Independent Auditor’s Report

To,The Members of,M/s Sunitee Chemicals Limited24, Laxmi Chambers, Navjeevan Press Road,Opp. Old Gujrat High Court,Ahemdabad- Gujarat 380014CIN : L24110GJ1992PLC017164

Report on the Standalone Financial Statements

1. We have audited the accompanying financial statements of M/s Sunitee Chemicals Limited (“theCompany”), which comprises the Balance Sheet as at March 31, 2015, and the Statement of Profitand Loss and Cash Flow statement for the year ended, and a summary of significant accountingpolicies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the preparation of these financial statement interms of the requirements of the Companies Act, 2013 that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the AccountingStandards generally accepted in India including the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The Board of Directorsof the Company are responsible for maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting poli-cies; making judgments and estimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operating effectively for ensur-ing the accuracy and completeness of the accounting records, relevant to the preparation and pre-sentation of the financial statements by the Directors of the Company, as aforesaid.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on ouraudit.

While conducting the audit, we have taken into account the provisions of the Act, the accountingand auditing standards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatements.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclo-sures in the financial statements. The procedures selected depend on the auditor’s judgment, in-cluding the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company’s preparation of the financial statements that give a true and fair


... 53 ...

view in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internal finan-cial controls system over financial reporting and the operating effectiveness of such controls. Anaudit also includes evaluating the appropriateness of accounting policies used and the reasonable-ness of the accounting estimates made by the Company’s directors, as well as evaluating the overallpresentation of the financial statements.

6. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally ac-cepted in India, of the state of affairs of the Company as at March 31, 2015, and its loss and its cashflows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annex-ure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

9. As required by Section 143(3) of the Act, we report to the extent applicable, that:

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Ac-counts) Rule 2014;

e) On the basis of written representations received from the directors as on March 31, 2015, andtaken on record by the Board of Directors, none of the directors is disqualified as on March31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

For Anam & AssociatesChartered Accountants

FRN No. 005496S

CA Ahmed BhadaPartner,

M No. 039283Place : AhmedabadDated : September 4, 2015


... 54 ...

Annexure referred to in Paragraph 8 of the Auditors Report for the year ended 31st March 2015 of SuniteeChemicals Limited as required by the Companies (Auditors Report) Order, 2015 and amendments theretoand according to the information and explanations given to us during the course of the audit and on thebasis of such checks of the books and records as were considered appropriate, we report that:

1. In Respect of its Fixed Assets:

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

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

2. (a) As explained to us, inventories have been physically verified by the management during theyear. In our opinion, the frequency of such verification is reasonable.

(b) On the basis of information and explanation given to us, the procedures of physical verifica-tion of inventories followed by the management are reasonable and adequate in relation to thesize of the company and the nature of its business.

(c) On the basis of examination of records of the inventory, we are of the opinion that the com-pany is maintaining proper records of inventory. No material discrepancies were noticed onverification between the physical stock and book records.

3. According to the information and explanations given to us and on the basis of our examination ofthe books of account, the company has not granted any loans, secured or unsecured, to companies,firms or other parties listed in the register maintained under Section 189 of the Companies Act,2013.

4. In our opinion and according to information and explanations given to us there is an adequateinternal control procedure commensurate with the size of the Company and the nature of its busi-ness with regards to purchase of inventory, fixed assets and with regard to sale of goods and ser-vices. We have not observed any major weakness in the internal control system during the course ofthe audit.

5. The Company has not accepted any deposits from the public and consequently, the directives issuedby the Reserve Bank of India, the provision of sections 73 to 76 or any other relevant provisions ofthe Companies Act, 2013 and rules made there under are not applicable.

6. We have reviewed the books of accounts maintained by the Company pursuant to the order made bythe Central Government for the maintenance of the cost records under provisions of Section 148(1)of the Companies Act, 2013 and of the opinion that prima facie the prescribed accounts and recordshave not been applicable to the Company.

7. (a) According to the information and explanations given to us and on the basis of our examina-tion of the books of account, the company has been generally regular in depositing undis-puted statutory dues including income tax and other material statutory dues applicable to it.According to the information and explanations given to us, no undisputed amounts payablein respect of Income Tax were outstanding, as at 31st march, 2015 for a period of more thansix months from the date they become due.


... 55 ...

(b) According to the information and explanations given to us, and on the basis of our examina-tion of the books of account, there were no dues of income tax, and other statutory dues,which have not been deposited on account of any dispute.

(c) The Company not required to transfer any amount to the Investor Education and ProtectionFund.

8. The Company has accumulated loss of Rs. 85,04,526 at the end of the financial year and hasincurred cash loss of Rs. 81.35 Lacs during the financial year covered by our audit which does notexceeds 50% of its own net worth.

9. Based on our audit procedures and on the information and explanations given by the management,we are of the opinion that, the Company has not defaulted in repayment of dues to a financialinstitution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guaran-tees for loan taken by others from a bank or financial institution

11. According to the information and explanations given to us, the Company has not taken any termloan during the year.

12. Based on the audit procedures performed and the information and explanations given to us, wereport that no fraud on or by the Company has been noticed or reported during the year, nor havewe been informed of such case by the management.

For Anam & AssociatesChartered Accountants

FRN No. 005496S

CA Ahmed BhadaPartner,

M No. 039283Place : AhmedabadDated : September 4, 2015


... 56 ...

BALANCE SHEET AS AT 31ST MARCH 2015

ParticularsNote As At As AtNo. 31st March 2015 31st March 2014

I. EQUITY AND LIABILITIES(1) Shareholder’s Funds

(a) Share Capital 1 51903750 51903750(b) Reserves and Surplus 2 (7958622) 187522

(2) Share application money pending allotment 0 0(3) Non-Current Liabilities

(a) Deferred tax liabilities (Net) 0 0(4) Current Liabilities

(a) Other current liabilities 3 423201 409701(b) Short-term provisions 4 0 41613

Total 44368329 52542586

II. Assets(1) Non-current assets

(a) Fixed assets (i) Tangible assets 5 21210 32027

(2) Current assets(a) Inventories 6 23550000 31875000(b) Cash and cash equivalents 7 347616 35387(c) Short-term loans and advances 8 20384027 20544715(d) Other current assets 9 65476 55457

Total 44368329 52542586

Notes to the Account & Significant Accounting Policies17As per our Report of even date

For ANAM & ASSOCIATESChartered Accountants For and on Behalf of BoardFirm Regn. No: 005496S

CA Ahmed Bhada Sagar Harshadkumr Soni Rajeshbhai Chhaganbhai DesaiPartner Director DirectorM. No. 039283 Din No.: 07047446 Din No. : 07047426

Place : AhmedabadDated : May 19, 2015


... 57 ...

Statement of Profit and Loss for the year ended 31st March 2015ParticularsParticularsParticularsParticularsParticulars NoteNoteNoteNoteNote For the year endedFor the year endedFor the year endedFor the year endedFor the year ended For the year endedFor the year endedFor the year endedFor the year endedFor the year ended

No.No.No.No.No. 31st March 2015 31st March 2015 31st March 2015 31st March 2015 31st March 2015 31st March 2014 31st March 2014 31st March 2014 31st March 2014 31st March 2014

I. Revenue from operations 10 4765311 (390090)II. Other Income 11 1344444 1106902

III. Total Revenue (I +II) 6109755 716812

IV. Expenses:Purchase of Stock-in-Trade 5288565 0Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 12 8325000 0Employee benefit expense 13 124460 118840Financial costs 14 2630 3457Depreciation and amortization expense 5 0 25223Other expenses 15 504427 451879

Total Expenses 14245082 599399

V. Profit / (Loss) before tax (III -VI) (8135327) 117413VI. Tax expense:

(1) Current tax 0 41613 (2) Deferred tax 0 0

VII Profit/(Loss) for the year ended ( V-VI) (8135327) 75800

VIII. Earning per equity share: 16 (1) Basic (0.16) 0.001 (2) Diluted (0.16) 0.001

Notes to the Account & Significant Accounting Policies17As per our Report of even date

For ANAM & ASSOCIATESChartered Accountants For and on Behalf of BoardFirm Regn. No: 005496S

CA Ahmed Bhada Sagar Harshadkumr Soni Rajeshbhai Chhaganbhai DesaiPartner Director DirectorM. No. 039283 Din No.: 07047446 Din No. : 07047426

Place : AhmedabadDated : May 19, 2015


... 58 ...

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

For the year For the year2014-2015 2013-2014

A. Cash Flow From Operating Activities :Net Profit before Tax & Extra Ordinary Items -8135327 117413

Adjustment for :-Depreciation 0 25223Interest Received (1344444) (1106902)Operating Profit before Working Capital Adj. (9479771) (964266)

Adjustment for :-Debtors 0 0Trade & Other Advances 150669 (380376)Inventories 8325000 0Current Liabilities (28113) 100375Cash Generated from Operation (1032215) (1244267)Interest Paid 0 0Cash Flow before Extra Ordinary Items (1032215) (1244267)Net Cash Flow From Operating Activities(A) (1032215) (1244267)

B. Cash Flow from Investing Activities :-Interest Received 1344444 1106902Net Cash Flow From Investing Activities (B) 1344444 1106902

C. Cash Flow From Financing Activities :Dividend Paid 0 0Net Cash Flow From Financing Activities (C) 0 0

Net Increase in Cash & Cash Equivalent (A+B+C) 312229 (137365)Cash & Cash Equivalent As At 31-03-2014 & 13 35387 172752Cash & Cash Equivalent As At 31-03-2015 & 14 347616 35387

AUDITIORS CERTIFICATE

We have examined the attached Cash Flow Statement of SUNITEE CHEMICALS LIMITED derived from theAudited Financial Statement and the books and the records maintained by the company for the year ended 31stMarch 2015 and found the same to be drawn in accordance’s therewith and also with the requirements of Clause 32of the Listing agreements with the Stock Exchanges.

For ANAM & ASSOCIATESChartered Accountants

FRN.: 005496S

CA Ahmed BhadaPartner

M. No. 039283Place : AhmedabadDate : May 19, 2015


... 59 ...

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

NOTE AMOUNT IN RS.31.03.2015 31.03.2014

1. SHARE CAPITALAUTHORIZED60000000 Equity Shares of Rs. 1/- each(P.Y. 60000000 Equity Shares of Rs. 1/- each ) 60000000 60000000ISSUED, SUBSCRIBED AND PAID UP5,20,01,000 Equity Shares of Rs. 1/- each 52001000 52001000Less : Calls in Arrears (Due from Directors NIL) 97250 97250

51903750 51903750

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

52001000 52001000

1.3 NAME OF HOLDING COMPANYN.A.

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

2. RESERVES & SURPLUS2.1 General Reserve 33662 33662

Add: Transfer from P&L 0 0

Closing Balance 33662 33662

2.2 Cash Subsidy2.2.1 Opening Balance 512242 512242

2.2.2 Closing Balance 512242 512242

2.3 SURPLUS2.3.1 Profit & Loss Account

Opening Balance (358382) (434182)Add : Profit during the year (8135327) 75800Less : Adjustment of Depreciation 10817 0(Useful life of assets is Nil)Balance in Surplus (8504526) (358382)

Total ( 2.1 + 2.2 + 2.3 ) (7958622) 187522

3. OTHER CURRENT LIABILITIESOutstanding Expenses 423201 409701

Total 423201 409701


... 60 ...

4. SHORT TERM PROVISIONSProvision of Income Tax 0 41613

Total 0 416136. INVENTORIES

Stock in Trade (Unquoted Equity Shares) 23550000 31875000

Total 23550000 318750007. CASH AND CASH EQUIVALENTS

Balance with Banksin Current Account 207073 34217Cash on hand 140543 1170

Total 347616 353878. SHORT-TERM LOANS AND ADVANCES

UnSecured, Considered goodAdvances recoverable in cash or kind or forvalue to be recieved 20384027 20544715

Total 20384027 205447159. OTHER CURRENT ASSETS

Income Tax Refund / TDS 65476 55457Total 65476 55457

10. REVENUE FROM OPERATIONSTrading of Quoated Equity Shares 4685311 0Trading of Un-Quoated Equity Shares 80000 0Trading / Dealing in Commodies and F & O (Net) 0 (390090)

Total 4765311 (390090)11. OTHER INCOME

Interest Income 1344444 1106902Total 1344444 1106902

12. Change in Inventories12.1 Opening Stock

Traded Goods (Un-quoted Shares) 31875000 3187500031875000 31875000

12.2 Closing StockTraded Goods (Un-quoted Shares) 23550000 31875000

23550000 31875000Increase/(Decrease) in stock (12.1 - 12.2) 8325000 0

13. EMPLOYEE BENEFITS EXPENSESSalaries & Wages 124460 118840

Total 124460 11884014. FINANCIAL COST

Bank Charges 2619 3457Interest on TDS 11 0

Total 2630 3457



... 61 ...

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... 62 ...

15. OTHER EXPENSESAudit Fees 10000 10000Conveyance Expenses 16349 17615D-Mat / N.S.D.L. / C.D.S.L. Charges 89268 117774Listing Fees 132360 48090Rent Expenses 36000 33000Result Publication Charges 16957 12400Miscellaneous Expenses 11127 11820Stationery & Printing 76120 75780Postage, Telegram and Telephones 51825 67670Legal & Professional Charges 34300 35750Travelling Expenses 26121 17980Website Development Charges 4000 4000

Total 504427 45187916. Earning Per Share

(i) Net Profit after tax as per Statemnet of Profit & Lossattributable to Equity Shareholder (8135327) 75800

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

(iii) Basic & Diluted Earnings per Share (0.16) 0.001

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



... 63 ...

SCHEDULE ANNEXED TO AND FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED 31ST MARCH 2015.

NOTE “17”

NOTES ON ACCOUNTS & SIGNIFICANT ACCOUNTING POLICIES :

A. SIGNIFICANT ACCOUNTING POLICIES

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

2. Fixed Assets :Fixed assets are stated at cost of acquisition inclusive of freight, duties, taxes & all otherincidental expenses related to acquisition and installations less accumulated depreciation. Nofixed assets have been revalued in the financial statement.

3. Depreciation :Depreciation on Fixed Assets is provided to the extent of salvage value on the Gross Block inrespect to the useful life of the company. Depreciation is provided based on useful life of theassets as prescribed in Schedule II to the Companies Act, 2013

4. Revenue Recognition :In the case of Quoted Shares, revenue are recognized in accordance with the settlement cycleof stock exchange and in the case of Un-quoted Shares, the same has been recognized at cost.The revenue in respect of Interest Income is recognized on accrual basis.

In respect of derivative contracts, premium paid, gains/losses on settlement and losses onrestatement are recognised in the Profit and Loss Statement.

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

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

B. NOTES ON ACCOUNTS

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

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

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

4. Due to loss in the current financial year, Provision for Income Tax has not been made. De-ferred Tax Liability calculated as per AS-22 issued by ICAI.


... 64 ...

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

6. Transaction related to MSME’s : Nil

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

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

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

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

11. A. Value analysis of Sales Turnover:

Nos. 2014-2015 Nos. 2013-2014a) Chemicals Nil -nil- Nil -nil-b) Equity Shares and 93190 4765311 Nil (390090)

Trading inCommodities and F&O (Net)

4765311 (390090)B. Purchase/Allotment/Conversion for Resale:

Nos. 2014-2015 Nos. 2013-2014a) Chemicals Nil -nil- Nil -nil-b) Equity Shares 6690 5588565 Nil -nil-

5588565 -nil-C. Closing Stock of Equity Shares :

a) Unquoted Equity Shares

2014-2015 2013-2014Company Name Nos. Amount Nos. AmountBajaj Polypacks Pvt. Ltd. 0 0 86500 8325000U.B.S. Enterprises Pvt. Ltd. 76500 7650000 76500 7650000Upkar Retails Pvt. Ltd. 15000 7500000 15000 7500000Divine Dyestuff Limited 17500 3500000 17500 3500000Rutvi Steel & Alloys Pvt. Ltd. 35000 3500000 35000 3500000R.K.Agrawal Trading Pvt. Ltd. 140000 1400000 140000 1400000

284000 23550000 370500 31875000Aggregate Cost of Stock 284000 23550000 370500 31875000Market Value of Quoted Share 0 0 0 0


... 65 ...

12. Value of Import calculated on CIF BasisAs on 31-03-15 As on 31-03-14

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

13. Expenditure in Foreign Currency NIL NIL

14. Earning in Foreign Exchange NIL NIL

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

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

17. Remuneration to DirectorSalary & Other Perquisite NIL NIL

18. Information about Primary Business Segments :

As on 31-03-15 As on 31-03-141. Segment Revenue

(Net Sales/Income from Segment) (Rs. In Lacs) (Rs. In Lacs)a) Chemicals Nil Nilb) Equity Shares 47.65 (3.90)c) Other Unallocable 13.44 11.07

TOTAL 61.09 (7.17)

2. Segment Results (Profit (+)/Loss(-))

a) Chemicals Nil Nilb) Equity Shares (88.49) (3.90)c) Other Unallocable 7.14 5.07

TOTAL (81.35) 1.17

3. Capital Employed (Segment Assets-Segment Liability)

a) Chemicals Nil Nilb) Equity Shares 235.50 318.75c) Other Unallocable 208.18 206.68

TOTAL 443.68 525.43

19. Earning Per Share (EPS) As on 31-03-15 As on 31-03-14

Profit (Loss) After Tax (8135327) 75800No. of Equity Shares (Basic & Diluted) 52001000 52001000EPS (Basic & Diluted) (0.16) 0.001

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


... 66 ...

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

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

As Per Our Report of even dateFor ANAM & ASSOCIATES For Sunitee ChemicalsChartered AccountantsFirm Regn. No: 005496S

CA Ahmed Bhada Sagar Harshadkumr Soni Rajeshbhai Chhaganbhai DesaiPartner Director DirectorM No. 039283 Din No:07047446 Din No: 07047426

Place :AhmedabadDated :May 19, 2015

Form No. MGT-11

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

(Management and Administration) Rules, 2014]

CIN : L24110GJ1992PLC017164Name of the company : Sunitee Chemicals LimitedRegistered office : 24, Laxmi Chambers, Navjeevan Press Road, Opp. Old Gujarat High Court,

Ahmedabad – 380 014, Gujarat.

Name of the member(s):

Registered address:

E-mail id:

Folio No/Client Id:

DP ID:

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

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

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

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

As my /our proxy to attend and vote (on a poll) for me /us and on my /our behalf at the annual general meetingof the Company, to be held on the 30th day of September, 2015 at 9.30 a.m. at 24, Laxmi Chambers, NavjeevanPress Road, Opp. Old Gujarat High Court, Ahmedabad – 380 014, Gujarat and at any adjournment thereof inrespect of such resolutions as are indicated below:

Resolution No.

Item Description No. of For AgainstNo. Shares

1 To receive, consider and adopt the Audited FinancialStatements for the Financial Year ended 31st March, 2015.

2 Re-appointment of Mrs. Priti Patadia, who retires byrotation, as a Director

3 Appointment of M/s. Anam & Associates, CharteredAccountants as Auditors of the Company from theconclusion of this Annual General Meeting (“AGM”) untilthe conclusion of the Fifth consecutive AGM of theCompany and approve their remuneration.

5 Appointment of Mr. Sagar Soni as a Director of theCompany

6 Appointment of Mr. Rajeshbhai Chhaganbhai Desai as anIndependent Director for a term of Five consecutive yearscommencing from September 30, 2015.

7 Appointment of Mr. Sagar Soni as the Managing Directorand CFO of the company for a term of Five consecutiveyears w.e.f. 30th July, 2015.

Signed this …….day of …….2015

Signature of shareholder

Signature of Proxy holder(s)

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

SUNITEE CHEMICALS LIMITEDRegd. Office: 24, Laxmi Chambers, Navjeevan Press Road, Opp. Old Gujarat High Court,

Ahmedabad – 380 014, Gujarat.Tel.: 079 66300551 • Email: [email protected] • web site: www.suniteechemicalsltd.com

ATTENDANCE SLIP

D.P. Id* Regd. Folio No.

Client Id* No. of Share(s) held

NAME AND ADDRESS OF THE SHAREHOLDER:

I/We hereby record my/our presence at the TWENTY THIRD ANNUAL GENERAL MEETING of the Companyheld on Wednesday, the 30th of September, 2015 at 09:30 A.M. at 24, Laxmi Chambers, Navjeevan Press Road,Opp. Old Gujarat High Court, Ahmedabad- 380014, Gujarat..Name of the member/Representative/Proxy:__________________________User ID ________________________________ Password / Pin________________________________Signature of the member/Representative/Proxy : ____________________________*Applicable for investors holding shares in electronic form.

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

AffixRevenue

Stamp


... 69 ...

Documents

23rd Ann.Rep.- Sunitee Chem. Ltd.14-15...Hospital, Lower Parel, Mumbai-400011. F. The Register of Members and Transfer Books of the Company will be closed from September 26, 2015 to