The Members of
Sumeet Industries Limited
Your Directors have pleasure in presenting the 29th Annual Report and Audited Statementof Accounts for the year ended 31st March 2017.
Your Company has delivered robust performance despite considerable headwinds likedemonetization inflation etc. The Company has registered consolidated revenue of Rs.1405.75 Crores with Net Profit of Rs. 39.08 Crores. We remained resolute and relentlessin our quest for strengthening our cost-competiveness better management of workingcapital and operational excellence across all businesses.
| || || || ||( in lacs) |
|Particulars ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Sales & Income form operation ||119801.51 ||105248.48 ||140575.08 ||123540.79 |
|Other Income ||729.50 ||723.74 ||966.30 ||572.99 |
|Profit before Financial cost Depreciation and Exceptional items & Tax (EBIDTA) ||12353.68 ||9193.42 ||12881.20 ||9431.86 |
|Less : Interest ||4822.47 ||4341.82 ||5094.70 ||4357.51 |
|Depreciation ||2046.32 ||2013.57 ||2047.13 ||2013.57 |
|Profit before Tax ||5484.89 ||2838.03 ||5739.37 ||3060.78 |
|Less : Provision for Taxation || || || || |
|Current tax ||1170.56 ||567.83 ||1189.79 ||583.17 |
|Mat Credit ||-1014.70 ||-525.04 ||-1014.70 ||-525.04 |
|Deferred Tax ||1656.27 ||1030.37 ||1656.27 ||1030.37 |
|Profit after Tax ||3672.75 ||1764.87 ||3908.01 ||1972.28 |
|Less : Taxation for previous year ||- ||80.41 ||- ||80.41 |
|Profit available for appropriation ||3672.75 ||1684.46 ||3908.01 ||1891.87 |
|Dividend on Equity & Pref. Shares || || ||- || |
|Transfer to General Reserve ||3672.75 ||1684.86 ||3908.01 ||1891.88 |
Despite challenging business environment the company has posted a satisfactoryperformance for the year under review. The company has produced 87273.064 Tons of PetChips / Polyester and Texturized Yarn and dispatched 85643.27 Tons of Pet Chips /Polyester and Texturized yarns.
Income from operation (Consolidated) of the company has increased from Rs. 1234.41Crores to Rs. 1405.75 Crores. EBIDTA has been increased from Rs. 94.32 Crores to Rs.128.81 Crores and Net profit after Tax (Consolidated) has been increased from Rs. 18.92Crores to Rs. 39.08 Crores in comparison to last year. Our earning per shares stand at Rs.6.73 and Book Value per Shares at Rs. 49.52 (Based on equity shares) as on 31st March 2017.
The important factors which improved the performance of bottom-line during the yeardespite headwinds were : (a) Saving in energy cost due to sourcing of power through openaccess (b) Better realization of prices of the products due to value addition .
The Company is enhancing its capacity on producing specialty and value added yarns andfocusing on expanding market reach both in domestically and internationally costoptimization and elevating people potential.
A detailed analysis of the operations of your Company during the year under report isincluded in the Management Discussion and Analysis Report forming part of this AnnualReport.
The Board of directors do not recommended to declare dividend during the year due toploughing back the profit to be utilized for mitigating enhanced working capital andgeneral corporate purposes.
EXPAINSION & MODERNISATION
The Company is cautiously watching development in synthetic yarn industries and alsoevaluating various options which could be available to it for its growth strategy. Overthe years we have been investing consistently in shoring our manufacturing capacities byway of expansion cum modification in its existing capacities .During the financial yearunder review the company has proposed to complete following modifications in itsspinning lines for improving its operational costs and efficiencies.
1) Process Line of P.P. Yarn will be modified for manufacturing Dope Dyed PolyesterYarns thereby capacity of the producing colour yarn will be increased by 4500 TPA.
2) In the old POY Plant additional 48 winders of 10 ends will be added to enhance theproduction capacity and there by POY production of the company will be increased by 4250TPA.
3) Another F. O. based 4.8 MW Captive Genset Power Plant has been installed to furtherreducing power cost .
The Board of Directors of the company in the meeting held on 13.02.2017 has proposed toraise up to Rs. 60.00 Crores by way of offer and issue of equity shares to the existingshareholders of the company on Right basis . The object of the issue are :
1. Augmentation of existing and incremental working capital requirement of our company
2. General Corporate purposes
The company has filed Draft Letter of Offer at the office of SEBI Ahmedabad on dated25.07.2017 for their consent on the same. The company has also field application forproposed Right issue to the Exchange(s) for their in principal approval.
OVERSEAS SUBSIDIARY COMPANY
The company has a wholly owned subsidiary company named " Sumeet Global PteLimited " in Singapore registered with Registrar of Companies and Business Singapore. Pursuant to Accounting Standard AS- 21 issued by the Institute of Chartered Accountantsof India and the provisions of the Listing Agreement with Stock Exchanges the company hasprepared Consolidated Financial Statements of the Company and its subsidiaries areincluded in the Annual Report.
Pursuant to the provision of section 136 of the Act the financial statements of thecompany consolidated financial statements along with the relevant documents and separateaudited accounts in respect of Sumeet Global Pte Limited are available on the website ofthe company.
The company has been exploring all the possibilities for exporting its products. Duringthe year under review your company has exported products worth of Rs. 93.38 Crores.
At present company is exporting to Egypt Saudi Arabia China Argentina PolandVietnam Philippines Portugal Morocco Columbia Bangladesh Russia Ethiopia MexicoNepal Brazil Peru Algeria Thailand U.S.A Singapore and Turkey etc. The company isweighing possibilities to export its value added newly developed Carpet Yarns Microfilament yarns Dope dyed Yarns Texturised Yarns etc. Exploring export markets has beena key area of focus for the company. Your Company expects more growth in the overallexport sales in the current year also.
As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2017 almost 94.77% of the Company's total paid-up capitalrepresenting 58039738 shares were in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization on either of the Depositories.
The Company's financial discipline and prudence is reflected in the strong creditratings ascribed by Brickwork Ratings India Limited as below :-
Long Term Borrowing : BWR BBB Outlook : Stable
Short Term Borrowing : BWR A3 +
The Company has invited deposits from public in accordance with the Section 73 and 74of the Companies Act 2013 (corresponding Section 58 A of the Companies Act 1956) to thetune of Rs. 396.14 Lacs during the financial year 2013-14. No fresh deposits have beeninvited and nor any deposits have been renewed in the financial year 2016-17. Totaloutstanding deposits after repaying on maturity as on 31.03.2017 has been remained Rs.648000/-. There were no deposits which were claimed but not paid by the Company as ondate.
NON- INDEPENDENT DIRECTOR
Mrs. Ganga Devi Somani (DIN No. 06913790) Non- Executive Director of the Companyretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment.
Mr. Sumeet Kumar Somani (DIN No. 00318156) has been appointed as Managing Director ofthe company w.e.f. 01.04.2017 subject to approval of shareholders in the ensuing GeneralMeeting of the company.
Mr. Shankarlal Somani (DIN No. 00165238) Chairman of the company has been designated asNon- Executive Director of the company w.e.f. 01.04.2017.
On the recommendations of the Nomination and remuneration Committee the Boardappointed :
Mr. Dipesh Dasadia (DIN No. 01048684) as an additional Independent Director of thecompany w.e.f. 13th February 2017. In accordance with Articles of Association of thecompany and Section 161 of the Act Mr. Dipesh Dasadia will hold office up to theforthcoming AGM of the company Necessary notice in writing has been received from amember under Section 160 of the Act proposing Mr. Dipesh Dasadia's candidature for theoffice of Director.
Mr. Abhishek Desai (DIN No. 07790468) as an additional Independent Director of thecompany w.e.f. April 11 2017. In accordance with Articles of Association of the companyand Section 161 of the Act Mr. Abhishek Desai will hold office up to the forthcoming AGMof the company. Necessary notice in writing has been received from a member underSection 160 of the Act proposing Mr. Abhishek Desai's candidature for the office ofDirector.
Mr. Manoj Kumar Jain (DIN No. 03546851) as an additional Independent Director of thecompany w.e.f. 29th June 2017. In accordance with Articles of Association of the companyand Section 161 of the Act Mr. Manoj Kumar Jain will hold office up to the forthcomingAGM of the company. Necessary notice in writing has been received from a member underSection 160 of the Act proposing Mr. Manoj Kumar Jain's candidature for the office ofDirector.
As per provisions of the Companies Act 2013 Independent Director may be appointedfor a term up to five years and shall not be liable to retire by rotation. Accordingly theBoard recommends the appointment of Mr. Dipesh Dasadia (DIN 1048684) Mr. Abhishek Desai(DIN 07790468) and Mr. Manoj Kumar Jain (DIN 03546851) as Independent Directors of theCompany for a terms up to 3 (Three) Years. and whose office shall not be liable to retireby rotation.
The company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Companies Act2013 and the Listing Regulations with the Stock Exchanges.
The details of proposal of appointment/re-appointment of Mr.DipeshDasadia Mr.Abhishek Desai Mr. Manoj Kumar Jain and Smt. Ganga Devi Somani are mentioned in theExplanatory Statement pursuant to Section 102 of the Companies Act 2013 of the Notice ofthe 29thAnnual General Meeting. We seek your support in confirming the above appointment'sto the Board .
Mr. Bhagchand Chordia Non- Executive Director has resigned from the Board due to theiroccupancy in other works. The Directors would like to place on record their sincereappreciation for Mr. Bhagchnad Chordia's guidance and unstinting commitment to the companyduring his tenure on the Board. The Board acknowledges that the company has immenselybenefitted from his profound knowledge and experience
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at the28th Annual General Meeting of the Company held on September 30 2016 appointed M/s.Pradeep Singhi & Associates Chartered Accountants (ICAI registration no.:108029W) asStatutory Auditors of the Company to hold the office until the conclusion of the nextAnnual General Meeting of the Company. Members are requested to reappoint them at theAnnual General Meeting.
b) Cost Auditors
The Company has been maintaining cost accounting records in respect of manufacture ofpolyester yarns pursuant to directives of the Central Government. The company has beenappointed M/s. V. M. PATEL & ASSOCIATES (Firm Registration No. 10519) as CostAuditors for conducting the audit of cost records for the financial year 2017-18 andapproval of the members is being sought for ratification of their remuneration.
c) Internal Auditors
The Board has appointed M/s. RRA & Co. Chartered Accountants (ICAI RegistrationNumber 112115W) as Internal Auditors of your company for the financial year 2017-18. Thereport 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 thefinancial year 2016-17. The Secretarial Audit Report for the financial year ended 31 March2017 is annexed herewith and forms part of the Annual Report as Annexure-1. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
The Board has re-appointed Dhiren R. Dave Practising Company Secretaries assecretarial auditors of the Company for the financial year 2016-17.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulations 34 of the Listing regulations a separate section onManagement Discussion and Analysis and Corporate Governance Report together with acertificate from the Company's Statutory Auditors confirming compliance with regulationsrelating to Corporate Governance of the Listing regulations are set out and forms part ofthis Annual report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with provisions of sub-section (3) of Section 129 of the Act and theListing Regulations the consolidated Financial Statements of the company including thefinancial details of the subsidiary company forms part of this Annual report. TheConsolidated Financial Statements have been prepared in accordance with the AccountingStandards prescribed under Section 133 of the Act.
PERSONNEL AND RELATED DISCLOSURES
The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the company. Pursuant to theprovisions of the Companies (Appointment & Remuneration of managerial personnel) rules2014 no employee is drawing remuneration in excess of the prescribed limits. Your companyalso appreciates that revenue and profit growth cannot take place without the rightequality of people. To that effect your company has undertaken a series of measures thatensures the most appropriate people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure-2 forming part of the AnnualReport.
INTERNAL CONTROL SYSTEM
Your Company has a well established Internal Control system to ensure an effectiveinternal control environment that provides assurance on the efficiency of conductingbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures. TheInternal Auditor certifies on the assurance of adequacy of Internal Control System onquarterly basis which are regularly reviewed by the Audit Committee. Independence of theaudit is ensured by the direct reporting of internal audit function to the Audit Committeeof the Board.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an integral part of the Company's ethos and policyand it has been pursuing on a sustained basis. The Company assists schools situated atnear by villages by distributing dresses & books among poor students and computersnearby situated primary schools etc. Technical education and training are imparted to theemployees through Industrial Training and Workshops. Emphasis was laid on creation ofawareness amongst the villagers about the need to protect the environment. CSR activitiescarried out by the Company have strengthened the relationship with local people.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyand the initiatives undertaken by the company on CSR activities during the year are setout in Annexure of this Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. (Annexure -3). The Policy is available on the websiteof the Company.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company understands that employees are vital and valuable assets . The Companyrecognises people as the primary source of its competitiveness and continues its focus onpeople development by leveraging technology and developing a continuously learning humanresource base to unlease their potential and fulfil their aspirations.
The Company continued to maintain harmonious and cordial relations with its workers inall its businesses during the year under report. Your company firmly believes that adedicated work force constitute the primary source of sustainable competitive advantage.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act; 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.
Your Directors state that during the year under review there were no cases filedpursuant to The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
Risk Management is the systematic process of understanding measuring controlling andcommunicating organization's risk exposures while achieving its objectives. RiskManagement is an important business aspect in the current economic environment and itsobjective is to identify monitor and take mitigation measures on a timely basis inrespect of the events that may pose risks for the business. The Company's risk-managementstrategy is to identify assess and mitigate any significant risks. We have establishedprocesses and guidelines along with a strong overview and monitoring framework at theBoard and Senior Management levels.
The Board of Directors regularly review risks and threats and takes suitable steps tosafeguard its interest and that there is no element of risk identified that may threatenthe existence of the Company. The focus shifts from one area to another area dependingupon the prevailing situations. The Risk Management Policy has been reviewed and foundadequate to the requirements of the Company by independent firms of Chartered Accountantsand approved by the Board. A detailed report on significant risks and mitigation isforming part of Management's Discussion and Analysis.
All the properties of the Company including buildings plant and machineries and stockshave 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 providedduring the year under review are in compliance with the provisions of the Act and rulesmade there under and details there of are given in the notes to the Standalone FinancialStatements .
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT.
No material changes and commitments affecting the financial position of the Companyoccurred from the end of the financial year 2016-17 till the date of this report. Furtherthere was no change in the nature of business of the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
During the year under consideration there were no such instances.
EMPLOYEE STOCK OPTION
The company has not issued any Employee Stock Option.
FOREIGN EXCHANGE TRANSACTIONS
In order to hedge the company's exposure to foreign exchange and interest rate thecompany enters into forward contracts. The volatility witnessed in the global markets hasreiterated 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 liabilitiesin respect of foreign currency loans obtained for acquisition of fixed assets thevariation in the liabilities arising out of exchange rates at the year end have beencapitalized during the year as per Companies (Accounting Standard) Amendment Rules 2009.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section134 (3) (m) of the CompaniesAct 2013 regarding conservation of energy technology absorption and foreign exchangeearnings and outgo is given in the Annexure-4 forming part of this report.
RESEARCH & DEVELOPMENT
The Company is giving great emphasis to innovation in product and process technologyand operational efficiencies. The company has set up a separate fully equipped welldesigned lab for testing of MEG and PTA and developing better quality of Pet chips andYarns with different deniers and filaments. It has institutionalized a multiple-stagequality control system at the material handling operations and finished goods stage.Efforts are made to explore and develop more valued added category of yarns. The enhancedquality so developed has been performing well in the domestic as well as in internationalmarket. Successful efforts are being made to re-engineer the products & process toreduce cost and optimize material consumption. The product lines of the plant are designedand re-engineered to change product with minimum changeover losses and thus meet customerrequirement even for small quantities.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited by the Risk Assurance Department and a statement giving details of all RelatedParty Transactions are placed before the Audit Committee and the Board for review andapproval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web-link of the same has been provided in theCorporate Governance Report. None of the Directors has any pecuniary relationship ortransactions vis-a-vis the Company.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India (SEBI'). A separate Report on Corporate Governance along with Certificatefrom M/s. Pradeep Singhi & Associates Chartered Accountants on compliance with theconditions 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
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 in prescribed Form MGT-9(Annexure-5) is forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the directors had devised proper systems to ensure compliance with the provisionsof 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 withSchedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Board of Directors and Senior management andemployees the Company has formulated a comprehensive Code of Conduct (the Code). TheCode is applicable to Directors and Senior management and employees to such extent as maybe applicable to them depending upon their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode reflects the values of the Company viz. Customer Value Integrity one team andExcellence.
A copy of the Code has been uploaded on the Company's websitewww.sumeetindustries.co.in. The Code has been circulated to all the Directors andManagement Personnel and its compliance is affirmed by them annually.
A declaration signed by the Company's Managing Director for the compliance of thisrequirements is published in this Report.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
WHISTLE BLOWER MECHANISM
In order to ensure that the activities of the Company and its directors employees andVendors are conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behaviour the Company has adopted a Vigilmechanism/Whistle Blower Policy. This policy is explained in Corporate Governance Reportand also uploaded on the website of the company i.e. www.sumeetindustries.com
DISCLOSURE RELATED TO BOARD COMMITTEES AND POLICIES
A) BOARD MEETINGS :
The Board of Directors met 19 times during the financial year ended 31st March 2017 inaccordance with the provisions of the Companies Act2013 and rules made there under. Thedetails thereof are given in the Corporate Governance Report forming part of the Annualreport.
B) COMMITTEE MEETINGS :
The Audit Committee of the Board comprises of Mr. Dinesh Sharan Khare (Chairman) Mr.Sumeet Kumar Somani Member Mr. Dipesh Dasadia Member and Mr. Abhishek Desai Member.
All recommendations made by the Audit Committee were accepted by the Board during theyear 2016-17. The brief details of the Audit Committee are given in Corporate GovernanceReport forming part of the Annual report .
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of Mr. Dinesh SharanKhare (Chairman) Mr. Atma Ram Sarda Member Mr. Dipesh Dasadia Member and Mr. AbhishekDesai Member.
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andListing Regulations (as may be amended from time to time). Emphasis is given to personsfrom diverse fields or professionals.
The Nomination and remuneration Committee has framed the "NOMINATION &REMUNERATION AND EVALUATION POLICY " ( Annexure 6( i ) ) and " POLICY ON BOARDDIVERSITY ( Annexure 6( ii ) " forming part of the Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee review and ensures redressal of investor grievances. The StakeholdersRelationship Committee of the Baord comprises of Mr. Dinesh Sharan Khare (Chairman) Mr.Sumeet Kumar Somani Member Mr. Dipesh Dasadia Member and Mr. Abhishek Desai Member.
The brief details of the Stakeholders Relationship Committee are given in CorporateGovernance 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 theCommittee.
The CSR committee of the Board comprises of Mrs. Ganga Devi Somani Chairman Mr.Sumeet Kumar Somani Member and Mr. Dinesh Sharan Khare Member.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit CommitteeNomination and Remuneration Committee.
The evaluation process covered the aspects which included Board structure andcomposition frequency of Board meetings participation in the long term strategicplanning contribution to and monitoring of corporate governance practices and thefulfilment of Directors' obligation and fiduciary responsibilities including but notlimited to active participation at the Board and committee meetings.
This evaluation is led by the Chairman of the Board Governance Nomination andRemuneration Committee with specific focus on the performance and effective functioning ofthe Board.
The result of the evaluation is satisfactory and adequate and meets the requirement ofthe Company.
FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS
A policy on familiarization program for Independent Directors has also been adopted bythe Company. All new Independent Directors ( IDs) inducted in to the Board are presentedwith an overview of the Company's business operations products organization structuresand about the Board Constitutions and its procedures
KEY MANAGERIAL PERSON
Pursuant to the provisions of sub-section (51) of section 203 of the Companies Act 2013 read with rules framed thereunder the following persons are the key ManagerialPersonnel of the company.
1) Mr. Sumeet Kumar Somani Managing Director
2) Mr. Anil Kumar Jain Company Secretary
3) Mr. Abhishek Prasad Chief Financial Officer
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation for devoted services of the Executives Staff and workers ofthe Company for its success.
| ||On behalf of the Board of Directors |
| ||Sd/- |
|Place : Surat ||Shankarlal Somani |
|Date : 3rd August 2017 ||Chairman |