Dear Shareholders,
The Hon'ble National Company Law Tribunal, ("NCLT''), had vide its order dated December 20, 2022 admitted the application for the initiation of the corporate insolvency resolution process ("CIRP") against Sumeet Industries Limited ("Company") ("Admission Order") in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time . Mr. Kuresh Hatim Khambati (having registration number IBBI/IPA-001/IP-P-01521/2018-19/12454) had been appointed as an Interim Resolution Professional.
Subsequently, vide NCLT order dated 15th February, 2022 appointed Mr. Satyendra P. Khorania (Reg. No. IBBI/IPA-002/IP-N00002/2016-17/10002) as Resolution Professional ("RP") to act Resolution Professional in place of Mr. Kuresh Hatim Khambati in terms of the provisions of the Code.
The Hon'ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by "Eagle Group" (Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan as approved by the Hon'ble Court.
The financial performance of the Company ( Standalone and Consolidated ) for the financial year ended 31st March, 2024 is summarized below :-
FINANCIAL RESULTS :
OPERATIONS
During the year under review, the Company witnessed moderate demand coupled with rising power and fuel and raw material & other costs that impacted the overall profitability. Despite the challenges, the Company ensured continuous supply of products in the markets and sales has been marginally declined by 4.67% in comparison to the previous year.
The Company has produced 103842.209 Tons (P.Y. 97530.09 Tons ) of Pet Chips/Polyester and Texturized Yarn and dispatched 103971.267 Tons ( P.Y. 100500.89 Tons ) of Pet Chips / Polyester and Texturized yarns.
Income from operation (Consolidated) of the company has decreased from Rs. 1033.12 Crores to Rs.984.86 Crores showing a marginal decline in sales by 4.67% in comparison to last year. The Company has incurred Consolidated Loss of Rs. 59.01 Crores (P.Y. Loss 58.72 Crores).
The company has been taken over by " Eagle Group " ( Successful Resolution Applicant ) , a competent management vide Hon'ble NCLT order dated 16.07.2024. We ( new management ) are reassessing our strategies in line with the larger macro picture and have been making significant changes to improve operational efficiency and to drive our growth focussed on 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.
DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
The Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, vide its order dated December 22, 2022 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and appointed Mr. Kuresh Hatim Khambati (having registration number IBBI/IPA-001/IP-P-01521/2018-19/12454) as an Interim Resolution Professional under the provisions of Code. Later on petition moved by the Lead Bank i.e. Bank of Baroda, for replacement of RP and the Hon'ble Bench of NCLT vide order dated 15th February, 2023 appointed Mr. Satyendra P. Khorania (Reg. No. IBBI/IPA-002/IP-N00002/2016-17/10002) as Resolution Professional ("RP") to act as Resolution Professional (RP) in place of Mr. Kuresh Hatim Khambati (IRP) in terms of the provisions of the Code.
As per the provision of IBC 2016, the RP had initiated the resolution process for the Company by inviting expression of interest through publication of Form G on March 12,2023. RP has received Expression of Interest for resolution plan by seven (7) Resolution Applicants. All the COC members have casted their votes as per their commercial wisdom and approved the resolution plan submitted by M/s Eagle Fashions Private Limited, Eagle Fibers Limited, Eagle Synthetics Private Limited, Padmini Polytex Private Limited, Eagle Sizers & JPB Fibers Jointly as Eagle Group with a majority of 74.90% in the 11th COC meeting and accordingly RP has filed the Plan for approval with Hon'ble NCLT Bench, Ahmedabad. Later after hearing the same , the Hon'ble NCLT Bench has rejected the application for approval of Resolution Plan on dated 05.04.2023. Resolution Professional on instruction of COC against the resolution plan rejected by Hon'ble NCLT Bench filed an appeal before Hon'ble NCLAT Bench. After hearing the submission presented by RP , the appeal filed has been allowed by the Hon'ble Court and set aside the impugned order dated 05.04.204 passed by the Hon'ble NCLT and remanded back with reviving the original application ( I.A. No. 1394/2023 ) filed before the Hon'ble NCLT for fresh consideration in accordance with law. The Hon'ble NCLT has revived the application for fresh consideration of the approval of Resolution Plan in the compliance of judgement passed by Hon'ble NCLAT and the same was heard and after hearing, the Hon'ble NCLT has finally passed the order for approval of Resolution Plan on dated 16.07.2024. Monitoring Committee has been formed on 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the approved Resolution plan in time. Monitoring Committee has been formed by following members: -
1) Erstwhile Resolution professional of the company (Chairman of the Committee )
2) One member of Successful Resolution Applicant
3) One member form Consortium Bank.
MATERIAL CHANGES AND COMMITMENTS
The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements.
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, 2024 and the date of this report, i.e.02.09.2024.
OVERSEAS SUBSIDIARY COMPANY
The company has a wholly owned subsidiary company named "Sumeet Global Pte Limited" incorporated at Singapore in the year 30.09.2012 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. There were no any business activities is going on at Singapore Branch.
M/s. S. Renganathan & Co, Chartered Accountants, Singapore address at 101, Cecil Street, #23-06 Tong Building, Singapore -069533 has been appointed as Statutory Auditor of the overseas subsidiary company on dated 07.11.2023.
Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the subsidiary in the prescribed Form AOC-1 as Annexure:2 forms part of 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. 35.74 Lakhs (P.Y. Rs. 454.21 Lakhs).
DEPOSITORY SYSTEM
As members are aware, the company's shares are compulsorily tradable in the electronic form. As on March 31, 2024 almost 97.79% of the Company's total paid-up capital representing 10,13,48,889 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 2023-24. Total outstanding deposits after repaying on maturity as on 31.03.2024 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
In compliance of the Resolution Plan which is approved by the Hon'ble NCLT under Section 31(1) of the IBC Code, 2016 vide order dated 16.07.2024, the Monitoring Agency in their meeting held on 30.07.2024 has nominated and approved the name of new directors i.e. Mr. Radheshyam B. Jaju and Mr. Pratik R. Jaju, Directors of Eagle Group who will take over the charge in the Sumeet Industries Limited as Executive Director(s) in place of erstwhile directors namely Mr. Shankar Lal Somani & Mr. Sumeet Somani.
Accordingly, Mr. Radheshyam B. Jaju ( DIN : 00789902 ) and Mr. Pratik R. Jaju ( DIN : 01899119) were appointed as an additional Executive Director(s) on the Board of the company up to the conclusion of the ensuing General meeting w.e.f. 05.08.2024.
The Board of Directors of the company has recommended the appointment of Mr. Radheshyam B. Jaju as a Chairman cum Executive Director of the company for a period of 5 ( Five years ) with effect from 05.08.2024 and Mr. Pratik R. Jaju as a Managing Director cum Executive Director of the company for a period of 5 ( Five years ) with effect from 05.08.2024 in their Board meeting held on 02.09.2024 subject to approval of Shareholders of the company. The brief terms and conditions of their appointment has been incorporated in the Notice of the AGM.
Ms. Ankita Shah has been appointed as an additional director in the capacity of Independent, Non- Executive Director of the company w.e.f. 02.09.2024 for a period of 5 years subject to approval of shareholders of the company.
RESIGNATION
MR. Shankarlal Somani and Sumeet Kumar Somani, Directors ( Suspended ) have submitted their resignation from the office of directorship w.e.f. 09.08.2024.
Ms. Zeel Sureshkumar Modi has submitted their resignation placed before the Board in the meeting held on 02.09.2024 intimating date she has recently shifted to abroad for higher studies and will remain no longer available in India.
AUDITORS :
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 35th Annual General Meeting of the Company held on 27th day of September, 2023 has appointed M/s. HTKS & Co., Chartered Accountants ( Formerly known as H. Tosniwal & Co., Chartered Accountants) (Firm Registration no. 111032W), as a Statutory Auditors of the Company who were re-appointed as a Statutory Auditors of the company for the period of three (3) consecutive financial years commencing from the conclusion of 35th Annual General Meeting till the conclusion of 38th Annual General Meeting of the company.
The Company has received a certificate from them to the effect that their appointment as Statutory Auditors of the Company would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 & also received a peer review certificate issued by the ICAI ‘Peer Review Board', as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed there under.
In the Auditors' Report dated 28th May,2024, M/s. M/s. HTKS & Co., Chartered Accountants has given a qualified opinion in relation to the Financial Statements of the company for the financial year ended 31st March 2024. Statement on Impact of Audit Qualifications for the year under review is annexed as Annexure - 6. The Board's response in relation to the said opinion is as under:-
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 2024-25 and approval of the members is being sought for ratification of their appointment and remuneration.
c) Internal Auditors
The Board has appointed M/s. A R V P & Co.,Chartered Accountants ( ICAI Registration Number: 101482W) as Internal Auditors of your company for the financial year 2024-25. 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. Dhirren 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 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 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 M/s. Dhirren R. Dave & Co., Company Secretaries, as Secretarial Auditor of the Company for the financial year 2024-25.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by the SEBI, the Company has received Annual Secretarial Compliance Report from M/s. Dhirren R. Dave, Practising Company Secretaries (CP No. 2496, Membership No. 4889) on compliance of all applicable SEBI Regulations and Circulars/Guidelines issued thereunder and the same has been submitted to the Stock Exchanges. Annual Secretarial Compliance Report are also uploaded on the Website of the company ( www.sumeetindustries.com.)
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CREDIT RATING
During the year under review, no credit rating has been obtained from any credit rating agency.
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-3 forming part of the Annual Report.
INTERNAL CONTROL SYSTEM
Your Company has a comprehensive and effective internal control and risk mitigation system, including internal financial control, for all the major processes, to ensure reliability of financial reporting, timely feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets and economical and efficient use of resources. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements. The Company has a robust Management Information System (MIS), which is an integral part of the control mechanism.
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 has assisted 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- 4. The Policy is available on the website of the Company. Since the company has been making losses since last 4 years so it is not participating much in CSR activities.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
Human Resource Development (HRD) is the framework for helping employees to develop their personal and organizational skills, knowledge, and abilities. To enrich the skills of employees and enrich their experience, the Company arranges Practical Training Courses by Internal and External Faculties. The total employee strength of the company was 608 as on 31st March, 2024.
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. Industrial Relations encompasses the relationship between the management and workmen. IR plays a significant role in today's working scenario where the harmonious relationship between the employers and employees is needed to have an uninterrupted production.
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 and reported in pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ANNUAL LISTING FEES
The Company's shares continue to be listed at the National Stock Exchange of India Limited and BSE Limited. The Annual Listing fee for the F.Y. 2024-25 has been paid to all these Exchanges.
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 embedded in your Company's operating framework. The Company manages and monitors various risks and uncertainties that can have some adverse impact on the Company's business. Your Company believes that managing risks helps in maximizing returns. Your Company is giving major thrust in developing and strengthening its internal audit, so that risk threat can be mitigated. The Company's approach to address business risks is comprehensive and includes periodic review, mitigating controls and reporting mechanism.
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 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's 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 Board of Directors 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- 5, forming part of the report.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has 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 to your Company. All related party transactions, if any made, during the year are placed before the before the Board for approval. The transactions entered into with related parties were reviewed by the Board from time to time.
The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the link https:// www.sumeetindustries.com. Members can refer to Note (24) Related Parties transactions 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. HTKS & Co., Chartered Accountants, Statutory Auditor of the company on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has provided are 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/2024/08/Form_MGT_7-2023-24.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 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.
CODE OF CONDUCT
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 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 Executive (Wholetime) 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.
A structured digital database is being maintained by the company under guidance with Registrar and Transfer Agents (RTA) of the Company, which contains the names and other particulars as prescribed of the persons covered under the Codes drawn up pursuant to the Prohibition of Insider Trading Regulations. We have also adopted an automated tracking system to monitor insider trading, generating reports and sending reminders to employees about prohibited transactions, if any occurs.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(3)(d) in consonance with 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) MEETINGS OF THE RP & THE DIRECTORS
During the year under review 5 ( Five ) meetings of the RP and the Directors ( Suspended ) have been held through both Physical / Video Conferencing (VC) or Other Audio Visuals Means (OAVM). The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of compositions and other information are provided in the Corporate Governance Report forming part of the Annual report.
B) COMMITTEE MEETINGS:
The Committee(s) of the Company has been constituted in line with the provisions of Regulation 18 of the Listing Regulation read with Section 177 of the Companies Act, 2013.
After approval of resolution plan by Hon'ble NCLT of "Eagle Group"( Successful Resolution Applicant ) the management of the company has been taken over by them.
On the recommendation of the Monitoring committee meeting as per approved plan held on 30.07.2024 two new Executive Directors have been appointed on the Board of the company from Eagle group on dated 05.08.204 and existing Executive Directors (Suspended ) has resigned from the Board on dated 09.08.2024. Accordingly after the appointment of new executive directors from Eagle group, the Committee(s) has been reconstituted on dated 9th August, 2024.
AUDIT COMMITTEE
Audit Committee of the Company has been reconstituted w.e.f. 09.08.2024, consisting of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and 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 members of the Audit Committee are financially literate and have relevant experience in the financial matters.
Pursuant to the Order dated 20th December, 2022 of the Hon'ble National Company Law Tribunal, Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder and thereby powers of the Board/ Committee stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Audit Committee meetings were held during the financial year 2023-24.
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 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 been reconstituted on 9th August , 2024 comprising of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya and Mr. Saurav Santosh Dugar, consisting of 3 Non-Executive and Independent Directors. Mr. Manoj Kumar Ganeshmal Jain is the Chairman of the Nomination and Remuneration Committee.
Pursuant to the Order dated 20th December, 2022 of the Hon'ble National Company Law Tribunal, Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder and thereby powers of the Board/ Committee stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Nomination and Remuneration Committee meetings were held during the financial year 2023-24.
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/Policy-on-Board-Diversity.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 Committee has been re-constituted in line with the provisions of Regulation 20 of the SEBI Listing Regulations read with Section 178 of the Companies Act, 2013.. The Stakeholders Relationship Committee has been re-constituted with effect from 09.08.2024 and now comprises of three members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Vikashkumar K Chandaliya, consisting of 1 Executive Director and 2 Non-Executive Independent Directors. Mr. Manojkumar Ganeshmal Jain is the Chairman of the Stakeholders Relationship Committee.
Pursuant to the Order dated 20th December, 2022 of the Hon'ble National Company Law Tribunal, Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder and thereby powers of the Board/ Committee stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Stakeholders Relationship Committee meetings were held during the financial year 2023-24.
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 CSR Committee has been reconstituted on 09th August, 2024 and now comprises of three members viz; Mr. Radheshyam B. Jaju, Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya, consisting of one Executive Director and two Non-Executive Directors. Mr. Radheshyam B. Jaju is the Chairman of the CSR Committee.
Pursuant to the Order dated 20th December, 2022 of the Hon'ble National Company Law Tribunal, Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder and thereby powers of the Boad/ Committee stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Corporate Social Responsibility Committee meetings were held during the financial year 2023-24.
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-?-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 PERSONNEL
In terms of Section 203 of the Companies Act, 2013 & section 2(51) of the Companies Amendment Act, 2017, the following are designated as Key Managerial Personnel of your Company by the Board in their meeting held on 02.09.2024.
GENERAL DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following matters as there were no such transactions during the year under review:
1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;
3) Your Company has not resorted to any buy back of its Equity Shares during the year under review; 4) Neither the Chairman and Managing Director nor the Whole time Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries; 5) No fraud has been reported by auditors under subsection (12) of Section 143;
6) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof – Not Applicable
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.