Your Directors delightfully present the 28th Annual Report on the business and operation of the Company together with the Audited Financial Accounts (Consolidated and Standalone) for the year ended 31st March, 2024
FINANCIAL HIGHLIGHTS
(Rupees in Lakhs)
Notes: Previous years' figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.
NATURE OF BUSINESS
The Company is primarily engaged in the activities of Real Estate Development. The Company develops residential, commercial and retail. There was no change in nature of the business of the Company, during the year under review.
STATE OF COMPANY'S FINANCIAL AFFAIR
CONSOLIDATED FINANCIALS
During the year under review, your Company's consolidated total revenue stood at Rs.18,247.18 lakhs as compared to Rs. 10,290.06 lakhs for the previous year, representing an increase of 77.32%; Profit before tax stood at Rs.1,284.67 lakhs for the year under review as compared to Profit before tax Rs. 915.40 lakhs for the previous year and the total comprehensive income stood at Rs. 1,027.85 lakhs as compared to Rs. 673.86 lakhs for the previous year.
STANDALONE FINANCIALS
During the year under review, the total revenue stood at Rs. 6,657.71 lakhs as compared to Rs. 3,524.51 lakhs for the previous year representing an increase of 88.89%; Profit before tax stood at Rs. 498.58 lakhs for the year under review as compared to Profit before tax Rs. 261.60 lakhs for the previous year and the total comprehensive income stood Rs 499.75 lakhs for the year under review as compared to Rs. 237.81 lakhs the previous year.
SHARE CAPITAL
The Share Capital of the Company stands at Rs. 30,58,70,440 divided by 3,05,87,044 equity shares at Rs.10/- each.
During the year under review the Company has not issued any securities. The entire share capital of the Company is listed and traded on National Stock Exchange of India Limited.
The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, retail and social infrastructure projects.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its business.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2023-24. DIVIDEND
Your directors have a view of conserving the resources of the company, and for that reason the directors are not recommending any dividend.
DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as "Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no other material changes and commitments affecting the financial position of the Company which occurred between March 31, 2024, and the date of this Report, other than those disclosed in this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.
No complaints pertaining to sexual harassment of women employees from any of the Company's locations were received during the year ended 31st March 2024.
CORPORATE GOVERNANCE
Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.
All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2023-24. A declaration to this effect signed by the Chief Financial Officer of the Company is contained in this annual report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Bhushan Subodh Nemlekar (DIN: 00043824) retires by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offers himself for re-appointment at the ensuing AGM. The Board on the recommendation of the Nomination & Remuneration Committee (NRC) has recommended his reappointment.
Brief particulars and expertise of Mr. Bhushan Subodh Nemlekar, (DIN: 00043824) together with his other directorships and committee memberships has been given in the annexure - I to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.
The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year Ms. Pooja Shah, Company Secretary and Compliance Officer of the Company has tendered her resignation with effect from March 22, 2024, your Directors place on record their appreciation of the valuable contribution made in growth of the Company during her tenure in the Company. Further Ms. Rekha Bagda has been appointed as the Company secretary and Compliance Officer of the Company with effect from April 18, 2024.
REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS
The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting the candidates. The above policy along with the criteria for selection is available at the website of the Company at http://www.sumitwoods.com/investors.php
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Company has over the years developed a robust familiarization process for the newly appointed directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related Regulations. This process inter-alia includes providing an overview of the Real Estate Industry, the Company's business model, the risks and opportunities etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Company's website at http://www.sumitwoods.com/investors.php
BOARD EVALUATION
The Board has carried out its annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management and Compliance Committees as mandated under the Act and SEBI Listing Regulations. The criteria applied in the evaluation process are explained in the Corporate Governance Report.
The performance evaluation of the Chairperson, Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting held on February 12, 2024. The Independent Directors expressed their satisfaction with the evaluation process.
PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) 2015, 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 various Committees.
The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting held on February 12, 2024, the performance evaluation of the Chairman, Non-Independent Directors and the Board was carried out by the Independent Directors.
The Independent Directors expressed their satisfaction with the evaluation process. The performance evaluation of all the Directors, Committees and the Board was carried out by the Nomination & Remuneration Committee, Independent Directors and Board at their respective meetings
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 6 (Six) Board Meetings, 5 (Five) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting and 1 (One) Stakeholders Relationship Committee were convened and held. Details of meetings of the Board and its committees along with the attendance of the Directors therein have been disclosed in the Corporate Governance Report.
DETAILS OF REMUNERATION TO DIRECTORS
The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 4 to the report
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year are provided in Annexure 5 to the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has developed a Related Party Transactions Manual and Standard Operating Procedures for the purpose of identification and monitoring Related Party transactions. All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the Whole-Time Director. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company's website and can be seen at the link http:// www.sumitwoods.com/investors.php During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. 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
None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web link to the same is http://www.sumitwoods.com/investors.php
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both the Internal Auditors and the Statutory Auditors.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has Five (5) Subsidiary Company
Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations during the year 2023-24 are:
1. Mitasu Developers Private Limited and
2. Sumit Matunga Builders Private Limited
Non-Material subsidiary companies as per the thresholds laid down under the SEBI Listing Regulations during the year 2023-24 are:
3. Homesync Real Estate Advisory Private Limited,
4. Sumit Hills Private Limited
5. Sumit Eminence Private Limited
Further the Company has 1(One) Associate Company named as "Sumit Realty Private Limited".
The Policy is also being revised effective from 1st April, 2019 in line with the amendments made to the SEBI Listing Regulations. The Policy has been uploaded on the Company's website at: http://www. sumitwoods.com/investors.php
RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, review and mitigate all elements of risks which the Company may be exposed to.
The Company recognizes that risk is an integral and unavoidable component of its business. Hence, the Company has adopted a Risk Assessment and Management policy ("Policy") to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy. This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.
AUDITORS Statutory Auditors
The members at the Annual General Meeting held on September 30, 2017 had appointed M/s. SSRV & Associates, Chartered Accountants (Firm Registration No. 135901W) as the Statutory Auditors for five consecutive years from the conclusion of 21st Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company i.e. till the conclusion of ensuing Annual General Meeting. On the recommendation of Audit Committee, the Board of Directors in its meeting held on May 27, 2022 have re-appointed M/s. SSRV & Associates as the Statutory Auditors for the second term of five consecutive years i.e. from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in year 2027, subject to approval of the shareholders. The Statutory Auditors have confirmed their independent status and eligibility for the said reappointment.
The Report given by M/s. SSRV & Associates on the financial statements of the Company for the financial year ended March 31,2024 is part of the Integrated Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. SSRV & Associates, Statutory Auditors, in their report.
SECRETARIAL AUDITOR
A Secretarial Audit Report given by M/s. SCP & Co., Practicing Company Secretaries is annexed with the report as Annexure 2 and forms an integral part of this Report. The report is self-explanatory and do not call for any further comments.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Directors' Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on CSR activities for the financial year 2023-24 is enclosed as Annexure 1.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2024 are provided under Annexure 3 to this report.
BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f ) of SEBI Listing Regulations.
ANNUAL RETURN
The Annual Return of the Company has been placed on the website of the Company and can be accessed at http://sumitwoods.com/investors.php Pursuant to the provisions of Section 92(1) of the Companies Act, 2013 as amended by the Companies Amendment Act, 2017
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 1 of the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2024, and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern basis;
e. that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and
f. that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.
ACKNOWLEDGMENTS
The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power Utilities, Regulators, Customers, Vendors and Members for their continued support to the Company.
Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the employees at all levels and all other associated with the Company.
By Order of the Board of Directors
for Sumit Woods Limited
Sd/-
Bhushan Nemlekar
Whole-Time Director & Chief Financial Officer
DIN:00043824
Registered Office:
B - 1101, Express Zone, Diagonally Opp. to Oberoi Mall,
W.E. Highway, Malad (East), Mumbai - 400097
Place: Mumbai
Date: 02nd September, 2024