Dear Members,
Your Directors have pleasure in presenting the 34th Annual Report along
with the Audited Statement of Accounts for the year ended 31st March, 2022.
Your Company, despite of several odds, was successful in presenting its
satisfactory performance which was due to our disciplined strategy, optimization of
production process, prudent business approach and focus on agile execution during the
testing times.
The Company has registered Standalone revenue of Rs. 893.50 Crores with
EBIDTA of Rs. 55.29 Crores. We remained resolute and relentless in our quest for
strengthening our cost-competiveness.
FINANCIAL RESULTS
(In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
Sales & Income form operation |
89350.44 |
57386.63 |
89350.44 |
57386.63 |
Other Income |
2099.88 |
290.35 |
2099.64 |
290.35 |
Profit before Financial cost, Depreciation and Exceptional
items & Tax (EBITDA) |
5529.20 |
2690.96 |
5519.52 |
2686.68 |
Interest |
2654.51 |
316.85 |
2654.51 |
316.85 |
Depreciation |
3140.99 |
3579.77 |
3140.99 |
3579.77 |
Profit/(Loss) before Exceptional and |
-266.30 |
-1205.66 |
-275.98 |
-1209.75 |
Extraordinary items Exceptional & Extraordinary items |
-3.55 |
0.19 |
-3.55 |
0.19 |
Profit/(Loss) before Tax |
-269.85 |
-1205.85 |
-279.53 |
-1209.94 |
Provision for Taxation |
- |
- |
- |
- |
Current tax |
- |
- |
- |
- |
Mat Credit |
- |
- |
- |
- |
Deferred Tax |
-570.91 |
-498.31 |
-570.91 |
-498.31 |
Profit after Tax |
301.06 |
-707.54 |
291.38 |
-711.63 |
Taxation for previous year |
- |
- |
- |
- |
profit available for appropriation |
- |
- |
- |
- |
Dividend on Equity & Pref. Shares |
- |
- |
- |
- |
Transfer to General Reserve |
301.06 |
-707.54 |
291.38 |
-711.63 |
OPERATIONS
The first quarter of the year under review witnessed the second wave of
the pandemic. While the second wave of the pandemic impacted human lives due to higher
mortality rate, the impact on Company's operations and financial performance was less
severe as compared to the first wave. Further, during the second half of 2021-22, the
Company witnessed moderation in demand coupled with rising power and fuel costs that
impacted the overall profitability. Despite the challenges, the Company ensured continuous
supply of products in the markets with utmost focus on safety while adhering to all Covid
- 19 protocols. With the uptick in the economy and the resumption of the plants and
offices of the Company, business activities have more or less regained normalcy.
The Company has produced 83168.078 Tons of Pet Chips/Polyester and
Texturized Yarn and dispatched 84201.469 Tons of Pet Chips / Polyester and Texturized
yarns.
Income from operation (Consolidated) of the company has increased from
Rs. 573.87 Crores to Rs. 893.50 Crores. The Company has incurred Consolidated profit of
Rs. 2.91 Crores against loss of Rs. 7.12 Crores in
previous year. The Consolidated EBIDTA has been improved from Rs. 26.87
Crores to Rs. 55.20 Crores. We are reassessing our strategies in line with the larger
macro picture and have made some significant changes to drive our growth focussed and
opportunity driven strategies.
A detailed analysis of the operations of your Company during the year
under report is included in the Management Discussion and Analysis Report, forming part of
this Annual Report.
DIVIDEND
The Board of directors do not recommended dividend for the year under
review due to loss incurred by the company.
OVERVIEW OF THE ECONOMY AND IMPACT OF THE COVID -19
The impact of COVID-19 pandemic on the overall economic environment has
receded to a great extent. Your company is conscious of the significant disruption and
impact COVID-19 can have on our employees, clients, partners, investors and the
communities in which we operate. We are working hard to contain and mitigate its impact.
The Company continues its business activities, in line with the
guidelines issued by the Government authorities, take steps to strengthen its liquidity
position and further explore cost restructuring exercise. The Company does not foresee any
challenges in its ability to continue as going concern or meeting its financial
obligations.
RESTRUCTURING OF DEBT
In the current year, the company has re-submitted its Debt
Restructuring Plan to our Lead Banker, Bank of Baroda along with Consortium Banks and the
same is under review with Bank(s).
ONE TIME SETTLEMENT
During the year under review, the company has fully paid the loans of
State Bank of India and TFCIL under One time Settlement ( OTS ). Under OTS, the company
has net gain of Rs. 16.27 Crores which has been shown in other income in the financial
statement for the year ended on 31.03.2022.
MATERIAL CHANGES AND COMMITMENTS
There have not been any material changes and commitments affecting the
financial position of the Company between the end of the financial year as on 31st March,
2022 and the date of this report, i.e.10.08.2022 except for shutdown of the plant remained
from 08/07/2022 to 26/07/2022 due to major technical fault occurred in the plant.
PETITION FILED WITH NCLT
IDBI Bank and Oldenburgische Landes Bank (AG) (Formerly known as KBC
Bank) has filed petition under section 7 of IBC code with Hon'ble court of NCLT, Ahmedabad
Bench on dated 01.01.2020 and 07.01.2020 respectively and the matter is under subjudice.
The management of the company has in continuous talk with IDBI Bank to settle the debt
under OTS proposal. The company has also submitted revised Debt restructuring plan with
Bank of Baroda, Lead Banker of the company.
OVERSEAS SUBSIDIARY COMPANY
The company has a wholly owned subsidiary company named "Sumeet
Global Pte Limited" in Singapore registered with Registrar of Companies and Business,
Singapore. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered
Accountants of India and the provisions of the Listing Agreement with Stock Exchanges, the
company has prepared Consolidated Financial Statements of the Company and its subsidiaries
are included in the Annual Report.
Pursuant to the provision of section 136 of the Act, the financial
statements of the company, consolidated financial statements along with the relevant
documents and separate audited accounts in respect of Sumeet Global Pte Limited are
available on the website of the company.
EXPORTS
The company has been exploring all the possibilities for exporting its
products. During the year under review, your company has exported products worth of Rs.
4488.90 Lakh ( P.Y. Rs.1552.41 Lakhs).
At present company is exporting to Egypt, UAE, Nepal, Bangladesh, and
Kenya etc. The company is weighing possibilities to export its value added newly developed
Yarns, Micro filament yarns, Dope dyed Yarns, Texturised Yarns etc. Exploring export
markets has been a key area of focus for the company. Your Company expects more growth in
the overall export sales in the current year.
DEPOSITORY SYSTEM
As members are aware, the company's shares are compulsorily tradable in
the electronic form. As on March 31, 2022 almost 97.74% of the Company's total paid-up
capital representing 10,36,42,389 shares were in dematerialized form. In view of the
numerous advantages offered by the Depository system, members holding shares in physical
mode are advised to avail of the facility of dematerialization on either of the
Depositories.
FIXED DEPOSITS
The Company has invited deposits from public in accordance with the
Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies
Act, 1956) to the tune of Rs. 396.14 Lakh during the financial year 2013-14. No fresh
deposits have been invited and nor any deposits have been renewed in the financial year
2021-22. Total outstanding deposits after repaying on maturity as on 31.03.2022 has been
remained Rs.2,90,000.00. There were no deposits, which were claimed but not paid by the
Company as on date.
DIRECTORS
APPOINTMENT
Mr. Sumeet Kumar Somani (DIN No.00318156), Executive Director of the
Company, retire by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment.
The office of Mr. Shankarlal Somani (DIN No.00165238), Executive
Director of the company is going to expire on dated 31.03.2023. On the recommendation of
the Nomination and remuneration Committee and approved by the Board of Directors in their
meeting held on 10.08.2022 continue to appoint them as an Executive Director for a further
period of 5 Years w.e.f. 01.04.2023 subject to approval of the shareholders in the ensuing
general meeting.
AUDITORS
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules, 2014, the
Members, at the 32nd Annual General Meeting of the Company held on 17th day of September,
2020 has appointed M/s. H. Tosniwal & Co., Chartered Accounts (Firm Registration no.
111032W), as a Statutory Auditors of the Company to hold the office until the conclusion
of the 35th Annual General Meeting of the Company.
In the Report dated 30th May,2022 of the company, M/s. H. Tosniwal
& Co, Chartered Accountant has given a qualified opinion in relation to the Standalone
Financial Statements of the company for the Financial year ended 31st March 2022. The
Board's response in relation to the said opinion is as under:-
SR. No |
Audit-Qualification |
Board?s Response |
1. |
1) The company has not created provision for interest on loan
taken from bank and financial institutions for the year ending 31.03.2022 on Rs. 62.42
Crores (Rs. 438.84 - Rs. 376.42) Crores being other than proposed continuing sustainable
debt. The same will result in overstatement of profit. |
In the meeting held on 19th February 2022 of Joint Consortium
Lenders, it was proposed that on continuing sustainable debts of Rs. 376.42 Crores,
interest to be charged as per rate proposed in the meeting from 01.04.2021. Accordingly,
the company has booked interest amount of Rs. 23.00 Crores in the books of accounts shown
under Finance cost on the basis of interest proposed as per plan approved in JLM meeting.
The Interest is not provided on balance amount of unsustainable debts as mentioned in the
audit qualification. |
|
2) The company has not created provision for Interest
amounting to Rs. 30,69,475/- on delayed payment of MSME dues resulting in overstatement of
profit. |
Provision for Interest on delayed payment to MSME has not
been provided because most of payment is delayed due to disputes standing with parties in
terms of quality issue , rate differences, discounts etc which were remained unresolved
from the parties. Management is taking clarification from the department concerned and
instructed to clear the dues to concerned MSME parties after settle the issues. |
b) Cost Auditors
The Company has been maintaining cost accounting records in respect of
manufacture of Polyester yarns pursuant to directives of the Central Government. The
company has appointed M/s. V.M. PATEL & ASSOCIATES, (Firm Registration No. 10519) as
Cost Auditors, for conducting the audit of cost records for the financial year 2022-23 and
approval of the members is being sought for ratification of their appointment and
remuneration.
c) Internal Auditors
The Board has appointed M/s. Gaurav V. Singhvi & Co. LLP, Chartered
Accountants (ICAI Registration Number: W100243) as Internal Auditors of your company for
the financial year 2022-23. The report prepared by the Internal Auditors is to be reviewed
by the Statutory Auditors & Audit Committee of the company.
d) Secretarial Auditors
M/s. Dhiren R. Dave, Practising Company Secretaries (CP No. 2496,
Membership No. 4889) were appointed as Secretarial Auditor, to conduct secretarial audit
of the company for the financial year 2021-22. The Secretarial Audit Report for the
financial year ended 31st March, 2022 is annexed herewith and forms part of the Annual
Report as Annexure-1. The Secretarial Audit Report contains qualification, reservation or
adverse remark.
The Board has re-appointed Dhiren R. Dave & Co., Company
Secretaries, as Secretarial Auditor of the Company for the financial year 2022-23.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulations 34 of the Listing regulations, a separate
section on Management Discussion and Analysis and Corporate Governance Report together
with a certificate from the Company's Statutory Auditors confirming compliance with
regulations relating to Corporate Governance of the Listing regulation is set out and
forms part of this Annual report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with provisions of sub-section (3) of Section 129 of the
Act and the Listing Regulations, the Consolidated Financial Statements of the company,
including the financial details of the subsidiary company forms part of this Annual
report. The Consolidated Financial Statements have been prepared in accordance with the
Accounting Standards prescribed under Section 133 of the Act.
PERSONNEL AND RELATED DISCLOSURES
The Board of Directors wishes to express their appreciation to all the
employees for their outstanding contribution to the operations of the company. Pursuant to
the provisions of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your
company also appreciates that revenue and profit growth cannot take place without the
right equality of people. To that effect, your company has undertaken a series of measures
that ensures the most appropriate people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-2 forming part
of the Annual Report.
INTERNAL CONTROL SYSTEM
Your Company has put in place adequate internal financial controls with
reference to the financial statements. The Board has adopted the policies and procedures
for ensuring the orderly and efficient conduct of its business including adherence to the
Company's policies, the safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial disclosures. During the year, such controls were tested and no
reportable material weaknesses in design or operation and fraud were observed. The
Internal Auditor monitors and evaluates the efficacy and adequacy of internal control
systems in the Company. Based on the report of the Internal Auditor, the respective
departments undertake corrective action in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective actions thereon are presented
to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an integral part of the
Company's ethos and policy and it has been pursuing on a sustained basis. The Company
assists schools situated at nearby villages by distributing dresses & books among poor
students and computers nearby situated primary schools etc. Technical education and
training are imparted to the employees through Industrial Training and Workshops. Emphasis
was laid on creation of awareness amongst the villagers about the need to protect the
environment. CSR activities carried out by the Company have strengthened the relationship
with local people. The main focus areas taken in the policy are Education, Health Care,
Animal Care, Environment safety, contribution to any relief fund set up by Government,
Semi-Governments etc.
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the company and the initiatives undertaken by the company on CSR activities during the
year are set out in Annexure of this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules 2014 as provided in Annexure-3. The Policy
is available on the website of the Company.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company understands that employees are vital and valuable assets.
Concerted efforts have been put in talent management and succession planning practices,
strong performance management and learning and training initiatives to ensure that the
Company consistently develops inspiring, strong and credible leadership.
We continued imparting teambuilding and collaboration training to our
workmen to enhance the team cohesiveness. The total employee strength was 641 as on 31st
March, 2022.
We continue to step up efforts to accelerate our value-based growth
strategy and the overall development of human capital. We nurture our people by investing
in their empowerment through learning and development, wellness, and safety besides
providing contemporary workplace facilities.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place Prevention of Sexual Harassment Policy in line
with the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
Your Directors state that during the year under review, there were no
cases filed pursuant to The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
RISK MANAGEMENT
Risk Management is the systematic process of understanding, measuring,
controlling and communicating organization's risk exposures while achieving its
objectives. Risk Management is an important business aspect in the current economic
environment and its objective is to identify, monitor and take mitigation measures on a
timely basis in respect of the events that may pose risks for the business. The Company's
risk-management strategy is to identify, assess and mitigate any significant risks. We
have established processes and guidelines, along with a strong overview and monitoring
framework at the Board and Senior Management levels.
The key risks identified by the Company include, cyber security and
data protection risk, financial & economic risk, competition risk, operational risk
and compliance of all applicable statutes and regulations. The Company has well defined
ERM policy & mechanism to mitigate these risks. The Company reviews the risk register
periodically, to align with the changes in economic environment, market practices and
regulations.
The Board of Directors regularly review risks and threats and takes
suitable steps to safeguard its interest. The focus shifts from one area to another area
depending upon the prevailing situation. A detailed report on significant risks and
mitigation is forming part of Management's Discussion and Analysis.
SAFETY, HEALTH & ENVIRONMENT
Safety & Health of the employees have always assumed the highest
importance in your company. The management is committed to ensure zero harm to its
employees and to all persons within the Company premises. Safety and occupational health
responsibilities are integral to the Company's business processes, as spelt out in the
Company's Safety, Health and Environment Policies and Procedure.
INSURANCE
All the properties of the Company including buildings, plant and
machineries and stocks have been adequately insured.
LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The loans given, investments made and guarantees given & securities
provided during the year under review, are in compliance with the provisions of the Act
and rules made there under and details thereof are given in the notes to the Standalone
Financial Statements.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee under Section 143(12) of the Act,
details of which needs to be mentioned in Director's Report.
EMPLOYEE STOCK OPTION
The company has not issued any equity shares under Employee Stock
Option during the year.
FOREIGN EXCHANGE TRANSACTIONS
In order to hedge the company's exposure to foreign exchange and
interest rate, the company enters into forward contracts. The volatility witnessed in the
global markets has reiterated the need for robust forex management systems and prudent
investment practices. All forex exposures are hedged upon the occurrence of an exposure.
In case of liabilities in respect of foreign currency loans obtained
for acquisition of fixed assets, the variation in the liabilities arising out of exchange
rates at the year end have been capitalized during the year as per Companies (Accounting
Standard) Amendment Rules, 2009.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3) (m) of
the Companies Act, 2013 regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in the Annexure- 4, forming part of the
report.
RESEARCH & DEVELOPMENT
The Company is giving great emphasis to innovation in product and
process technology and operational efficiencies. The company has set up a separate fully
equipped well designed lab for testing of MEG and PTA and developing better quality of Pet
Chips and Yarns with different deniers and filaments. It has institutionalized a
multiple-stage quality control system at the material handling, operations and finished
goods stage. Efforts are made to explore and develop more value added category of yarns.
The enhanced quality so developed has been performing well in the domestic as well as in
international market. Successful efforts are being made to re- engineer the products &
process to reduce cost and optimize material consumption. The product lines of the plant
are designed and re-engineered to change product with minimum changeover losses and thus
meet customer requirement even for small quantities.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year 2021-22, no significant and material order has been
passed by any regulator or by any Court which has a material impact on the financial
position of the Company.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were in the ordinary course of business and were on an arm's length basis.
There are no materially significant related party transactions entered into by the Company
with Promoters, Directors, Key Managerial Personnel or other related parties which may
have a potential conflict with the interest of the Company at large. During the year, the
Company has not entered into related party transactions which could be considered as
material in accordance with the Policy on Related Party Transactions of the Company.
Accordingly, the disclosure of related party transactions as required
under section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to
your Company. All related party transactions for the year are placed before the Audit
Committee as well as before the Board for approval. The transactions entered into with
related parties are reviewed on a quarterly basis by the Audit Committee.
The revised Policy on Related Party Transactions as approved by the
Audit Committee and Board is uploaded on the Company's website at the link
http://www.sumeetindustries.com/wp-content/uploads/2016/04/Policy-on-
Matrerialitv-Related-Partv-Transaction.pdf Members can refer to Note (i) Related parties
under Notes to Financial Statements to the Standalone Financial Statements which sets out
related party disclosures.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by Securities and
Exchange Board of India (SEBI). A separate report on Corporate Governance along with
Certificate from M/s. H Tosniwal & Co., Chartered Accounts on compliance with the
conditions of Corporate Governance as stipulated under SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in
Form MGT-7 has been placed on the Company's website link :
http://www.sumeetindustries.com/wp-content/uploads/2022/07/MGT-7_FY2022.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
CODEOFCONDUCT
As prescribed under the provisions of Section 149 of the Companies Act,
2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior
management and employees, the Company has formulated a comprehensive Code of Conduct (the
Code). The Code is applicable to Directors and senior management and employees to such
extent as may be applicable to them depending upon their roles and responsibilities. The
Code gives guidance and support needed for ethical conduct of business and compliance of
law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team
and Excellence.
A copy of the Code has been uploaded on the Company's website
www.sumeetindustries.com. The Code has been circulated to all the Directors and Management
Personnel and its compliance is affirmed by them annually.
A declaration signed by the Company's Managing Director for the
compliance of this requirement is published in this Report.
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015,
as amended from time to time, the Company has adopted a Code of Conduct for Prevention of
Insider Trading (Insider Code) as approved by the Company's Board. Any Insiders (as
defined in Insider Code) including designated employees & persons and their relatives
are, inter-alia, prohibited from trading in the shares and securities of the Company or
counsel any person during any period when the "unpublished price sensitive
information" are available with them. The Insider Code also requires pre-clearance
for dealing in the Company's shares and prohibits dealing in Company's shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
which have mandatory application during the year under review.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013, Independent
Directors of the Company have made a declaration confirming the compliance of the
conditions of the independence stipulated in the aforesaid section.
WHISTLE BLOWER MECHANISM
In order to ensure that the activities of the Company and its directors
, employees and Vendors are conducted in a fair and transparent manner by adoption of
highest standards of professionalism, honesty, integrity and ethical behaviour, the
Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is explained in
Corporate Governance Report and also uploaded on the website of the company i.e.
www.sumeetindustries.com
DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES
A) BOARD MEETINGS :
The Board of Directors met 8 times during the financial year ended 31st
March, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made
there under. The details thereof are given in the Corporate Governance Report forming part
of the Annual report.
B) COMMITTEE MEETINGS :
AUDIT COMMITTEE
The Audit Committee has been re-constituted by the Board on 4th August
2021. The Audit Committee now comprises of three members viz; Mr. Manojkumar Ganeshmal
Jain, Mr. Sumeet Shankarlal Somani, Mr. Saurav Santosh Dugar, consisting of 1 Executive
Director and 2 Non-Executive and Independent Directors. Mr. Manojkumar Ganeshmal Jain is
the Chairman of the Audit Committee.
All recommendations made by the Audit Committee were accepted by the
Board during the year 2021-22. The brief details of the Audit Committee are given in
Corporate Governance Report forming part of the Annual report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (NRC) has been re-constituted
by the Board on 4th August 2021. The Nomination and Remuneration Committee now comprises
of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya and Mr.
Saurav Santosh Dugar, consisting of 3 Non- Executive Directors. Mr. Manojkumar Ganeshmal
Jain is the Chairman of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee and the Policy are in
compliance with Section 178 of the Companies Act, 2013 read along with the applicable
rules thereto and Listing Regulations (as may be amended from time to time). Emphasis is
given to persons from diverse fields or professionals.
The Nomination and remuneration Committee has framed the
"nomination & Remuneration and Evaluation Policy" can be accessed
http://www.sumeetindustries.com/wp-content/uploads/2016/04/Nomination-
Remuneration-and-Evaluation-Policy.pdf and "Policy on Board Diversity" can be
accessed
http://www.sumeetindustries.com/wp-content/uploads/2016/04/Policv-on-Board-Diversitv.pdf
The brief details of the Nomination and Remuneration Committee are
given in Corporate Governance Report forming part of the Annual report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was re-constituted by the Board
on 31st July 2020. The Stakeholders Relationship Committee now comprises of three members
viz; Mr. Manojkumar Ganeshmal Jain, Mr. Sumeet Shankarlal Somani and Mr. Vikashkumar K
Chandaliya, consisting of 1 Executive Director and 2 Non-Executive Directors. Mr.
Manojkumar Ganeshmal Jain is the Chairman of the Stakeholders Relationship Committee.
The brief details of the Stakeholders Relationship Committee are given
in Corporate Governance Report forming part of the Annual report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid down the Company's policy on Corporate Social
Responsibility (CSR) and the CSR activities of the company are carried out as per the
instructions of the Committee. The Corporate Social
Responsibility Committee was re-constituted by the Board on 31st July
2020. The CSR Committee now comprises of three members viz; Mr. Sumeet Shankarlal Somani,
Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya, consisting of 1 Executive
Director and 2 Non-Executive Directors. Mr. Sumeet Shankarlal Somani is the Chairman of
the CSR Committee.
The brief details of the Corporate Social Responsibility Committee are
given in Corporate Governance Report forming part of the Annual report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its
Audit Committee, Nomination and Remuneration Committee.
The evaluation process covered the aspects which included Board
structure and composition, frequency of Board meetings, participation in the long term
strategic planning, contribution to and monitoring of corporate governance practices and
the fulfilment of Directors' obligation and fiduciary responsibilities, including but not
limited to, active participation at the Board and committee meetings.
This evaluation is led by the Chairman of the Board Governance,
Nomination and Remuneration Committee with specific focus on the performance and effective
functioning of the Board.
The result of the evaluation is satisfactory and adequate and meets the
requirement of the Company.
FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of Listing Regulations, the Company
has put in place a Familiarization Programme for Independent Directors to familiarize them
with the workings of the Company, their roles, rights and responsibilities vis-a-vis the
Company, the industry in which the company operates, business model etc. along with
updating on various amendments in the Listing Regulations and the Companies Act, 2013. The
policy on Familiarization Programme is uploaded on
the website of the Company and can be accessed through web link
http://www.sumeetindustries.com/wp-
content/uploads/2016/04/Familirisation-of-Independent-Director.pdf
KEY MANAGERIAL PERSON
Pursuant to the provisions of section 203 of the Companies Act, 2013
read with rules framed thereunder the following persons are the key Managerial Personnel
of the company.
1) Mr. Sumeet Shankarlal Somani, Managing Director
2) Mr. Anil Kumar Jain, Company Secretary and Compliance Officer
3) Mr. Abhishek Prasad, Chief Financial Officer ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from the Financial Institutions, Banks,
Government Authorities and Shareholders during the year under review. Your Directors wish
to place on record their deep sense of appreciation for devoted services of the
Executives, Staff and workers of the Company for its success.
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On behalf of the Board of Directors |
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Sd/- |
Place : Surat |
Shankarlal Somani |
Date : 10th August, 2022 |
Chairman |
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