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Sumeet Industries Ltd.

BSE: 514211 Sector: Industrials
NSE: SUMEETINDS ISIN Code: INE235C01010
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NSE 14:20 | 04 Jun 1.80 0.05
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OPEN

1.80

HIGH

1.80

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OPEN 1.93
PREVIOUS CLOSE 1.84
VOLUME 100402
52-Week high 3.70
52-Week low 1.26
P/E
Mkt Cap.(Rs cr) 18
Buy Price 1.77
Buy Qty 1118.00
Sell Price 1.80
Sell Qty 5100.00
OPEN 1.93
CLOSE 1.84
VOLUME 100402
52-Week high 3.70
52-Week low 1.26
P/E
Mkt Cap.(Rs cr) 18
Buy Price 1.77
Buy Qty 1118.00
Sell Price 1.80
Sell Qty 5100.00

Sumeet Industries Ltd. (SUMEETINDS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 31st Annual Report and Audited Statementof Accounts for the year ended 31st March 2019. The Company has registered consolidatedrevenue of Rs. 866.84 Crores with EBIDTA of Rs. 43.18 Crores. We remained resolute andrelentless in our quest for strengthening our cost-competiveness.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Sales & Income form operation 83328.05 107081.71 86684.05 122883.11
Other Income 303.38 952.60 372.66 953.65
Profit before Financial cost Depreciation and 4284.50 9479.79 4318.45 9787.81
Exceptional items & Tax (EBITDA)
Interest 6191.22 4917.79 6261.14 5147.08
Depreciation 4666.32 5259.57 4666.32 5259.57
Profit/(Loss) before Exceptional and Extraordinary items -6573.04 -697.57 -6609.01 -618.84
Exceptional & Extraordinary items -5821.90 - -5821.9 -
Profit/(Loss) before Tax -12394.94 -697.57 -12430.91 -618.84
Provision for Taxation
Current tax - -785.20 - -795.82
Mat Credit - - - -
Deferred Tax -739.94 1171.89 -739.94 1171.89
Profit after Tax -11655.00 -310.87 -11690.97 -242.77
Taxation for previous year - -13.98 - -19.19
profit available for appropriation - - - -
Dividend on Equity & Pref. Shares - - - -
Transfer to General Reserve -11655.00 -324.86 -11690.97 261.96

OPERATIONS

Despite challenging business environment the company has posted mixed performance forthe year under review. The company has produced 81889.565 Tons of Pet Chips / Polyesterand Texturized Yarn and dispatched 82869.204 Tons of Pet Chips / Polyester and Texturizedyarns.

Income from operation (Consolidated) of the company has decreased from Rs. 1228.83Crores to Rs. 866.84 Crores and EBIDTA has been decreased from Rs. 97.88 Crores to Rs.43.18 Crores in comparison to last year. The Company has incurred Consolidated Net Loss ofRs. 116.90 Crores. We are reassessing our strategies in line with the larger macro pictureand have made some significant changes to drive our gowth focussed and opportunity drivenstrategies.

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. We are hopeful that we will be able to growmore value added products in future with better profit margins.

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.

DIVIDEND

The Board of directors do not recommended dividend for the year under review due toloss incurred by the company. No amount is being transferred to the General Reserves.

RESTRUCTURING OF DEBT

In the year under review the company was remained under financial constraints due toliquidity shortage in the system and there were no scope of any financial help fromconsortium bankers due to falling the status of the company under NPA category in theBank(s).

In the current year the company has submitted its Debt Restructuring Plan to our LeadBanker Bank of Baroda along with Consortium Banks and the same is under review withBank(s) and expected to be finalized by them shortly.

BONUS ISSSUE

During the year under review the company has made Bonus Issue of 20728478 nos. ofEquity shares with a face value of Rs. 10/- each in the ratio of 1:4 . An amount of Rs.207284780 has been capitalized for the same out of Security Premium Reserve Account.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financialposition of the Company between the end of the financial year as on 31st March 2019 andthe date of this report i. e. 5th August 2019.

OVERSEAS SUBSIDIARY COMPANY

The company has a wholly owned subsidiary company named "Sumeet Global PteLimited" in Singapore registered with Registrar of Companies and BusinessSingapore. Pursuant to Accounting Standard AS-21 issued by the Institute of CharteredAccountants of India and the provisions of the Listing Agreement with Stock Exchanges thecompany has prepared Consolidated Financial Statements of the Company and its subsidiariesare included 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.

EXPORTS

The company has been exploring all the possibilities for exporting its products. Duringthe year under review your company has exported products worth of Rs. 110.77 Crores. Atpresent company is exporting to Egypt Argentina Vietnam Bangladesh Mexico NepalBrazil Thailand Turkey Colombia Malaysia and Kenya etc. The company is weighingpossibilities to export its value added newly developed Yarns Micro filament yarns Dope dyed Yarns Texturised Yarns etc. Exploring export markets has been a key area offocus for the company. Your Company expects more growth in the overall export sales in thecurrent year.

DEPOSITORY SYSTEM

As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2019 almost 97.69% of the Company's total paid-up capitalrepresenting 103642389 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.

FIXED DEPOSITS

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 2018-19. Totaloutstanding deposits after repaying on maturity as on 31.03.2019 has been remained Rs.290000/-. There were no deposits which were claimed but not paid by the Company as ondate.

DIRECTORS Appointment

Mr. Shankarlal Somani (DIN No. 00165238) Executive Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

On the recommendation of the Nomination and remuneration Committee and approved by theBoard of Directors in their meeting held on 30.11.2018 Ms. Zeel Sureshkumar Modi (DIN:08290608) appointed as an additional Independent Director of the company w.e.f. 30.11.2018up to the conclusion of the forthcoming Annual General Meeting of the company. Necessarynotice in writing has been received from a member under section 160 of the CompaniesAct 2013 proposing name of Ms. Zeel Sureshkumar Modi (DIN: 08290608) as an Independentdirector of the company.

As per provision of the Companies Act 2013 an Independent Director may be appointedfor a term up to five years and shall not be liable to retire by rotation. BoardRecommends the appointment of Ms. Zeel Sureshkumar Modi as an Independent Director of thecompany for a term up to 3 (Three) years. The company has received declaration fromappointed Independent director confirming that she meets the criteria of Independence asprescribed both under the Companies Act 2013 and Listing Regulations with the StockExchanges. Mr. Atma Ram Sarda (DIN : 06713264) Non- Executive Director of the companywhose term of office of directorship is being expired at this Annual General Meeting andin respect of whom the company has received a notice in writing from a member along withdeposit of the requisite amount under Section 160 of the Act proposing his name as adirector.

Board on the recommendation of Nomination and Remuneration Committee Recommends theappointment of Mr. Atma Ram Sarda Non Executive director of the company for a term up to3 (Three Years).

Resignation

Mr. Abhishek Desai (Din No. 07790468) and Mr. Dipesh Dasadia (Din No. 01048684)Independent Director of the company has resigned from the Board due to their occupancy inother work. Mrs. Ganga Devi Somani (Din No.06913790) Non- Independent Director of thecompany has resigned from the Board due to their health reason. The directors would liketo place on record their sincere appreciation for the above directors for their guidanceand unstinting commitment to the company during their tenure on the Board. The Boardacknowledges that the company has immensely benefited from his profound knowledge andexperience.

AUDITORS

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at theExtra Ordinary General Meeting of the Company held on 2nd April 2019 has appointed M/s. HTosniwal & Co. Chartered Accounts (Firm Registration no. 111032W) as StatutoryAuditors of the Company to hold the office until the conclusion of the next Annual GeneralMeeting of the Company. M/s. H Tosniwal & Co. Chartered Accounts (Firm Registrationno. 111032W) has been appointed as Statutory Auditors of the Company to fill the causalvacancy caused due to resignation of M/s. Pamita Doshi & Co. Chartered Accounts (FirmRegistration no. 141976W). Members are requested to re-appoint them at the Annual GeneralMeeting.

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 2019-20 andapproval of the members is being sought for ratification of their appointment andremuneration.

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 2019-20. 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 2018-19. The Secretarial Audit Report for the financial year ended 31stMarch 2019 is annexed herewith and forms part of the Annual Report as Annexure-1.The Secretarial 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 2019-20.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations a separate section on ManagementDiscussion and Analysis and Corporate Governance Report together with a certificate fromthe Company's Statutory Auditors confirming compliance with regulations relating toCorporate Governance of the Listing regulations are set out and forms part of this Annualreport.

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 RELATD 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 theAnnual Report.

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 mainfocus areas taken in the policy are Education Health Care Animal Care Environmentsafety contribution to any relief fund set up by Government Semi-Governments etc.

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 thewebsite of 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)are covered 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

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 andthreats and takes suitable steps to safeguard its interest and that there is no element ofrisk identified that may threaten the existence of the Company. The focus shifts from onearea to another area depending upon the prevailing situation. A detailed report onsignificant risks and mitigation is forming part of Management's Discussion and Analysis.

INSURANCE

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 provided duringthe year under review are in compliance with the provisions of the Act and rules madethereunder and details thereof 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 2018-19 till the date of this report. Furtherthere were 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 Section 134 (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 value 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 PartyTransactions are placed before the Audit Committee as also to the Board for approval.Omnibus approval was obtained on a quarterly basis for transactions which are ofrepetitive nature. Transactions entered into pursuant to omnibus approval are audited bythe Risk Assurance Department and a statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon 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.

CORPORATE GOVERNANCE

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. H Tosniwal & Co. Chartered Accounts on compliance with the conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations & DisclosureRequirements) 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;

(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; and

(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). The Codeis applicable to Directors and senior management and employees to such extent as may beapplicable 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 website www.sumeetindustries.com.The Code has been circulated to all the Directors and Management Personnel and itscompliance is affirmed by them annually.

A declaration signed by the Company's Managing Director for the compliance of thisrequirement 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 BAORD COMMITTEES AND POLICIES A) BOARD MEETINGS :

The Board of Directors met 12 times during the financial year ended 31st March 2019 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Thedetails thereof are given in the Corporate Governance Report forming part of the Annualreport.

B) COMMITTEE MEETINGS : AUDIT COMMITTEE

The Audit Committee of the Board has been reconstituted on 30/11/2018. The AuditCommittee of the Board comprises of Mr. Dinesh Sharan Khare Chairman Mr. Sumeet KumarSomani Member and Mr. Manoj Kumar Jain Member.

All recommendations made by the Audit Committee were accepted by the Board during theyear 2018-19. 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 has been reconstituted on30/11/2018. The Nomination and Remuneration Committee of the Board comprises of Mr. DineshSharan Khare Chairman Mr. Atma Ram Sarda Member and Mr. Manoj Kumar Jain Member.

The Nomination and Remuneration Committee and the Policy are in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and ListingRegulations (as may be amended from time to time). Emphasis is given to persons fromdiverse fields or professionals.

The Nomination and remuneration Committee has framed the "NOMINATION &REMUNERATION AND EVALUATION POLICY" (Annexure–6(i)) and "POLICY ONBOARD DIVERSITY" (Annexure–6(ii) forming part of the Annual Report.

The brief details of the Nomination and Remuneration Committee are given in CorporateGovernance Report forming part of the Annual report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee review and ensures redressal of investor grievances. The StakeholdersRelationship Committee of the Board has been reconstituted on 30/11/2018. The StakeholdersRelationship Committee of the Board comprises of Mr. Dinesh Sharan Khare Chairman Mr.Sumeet Kumar Somani Member and Mr. Manoj Kumar Jain 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 has been reconstituted on 30/11/2018.

The CSR committee of the Board comprises of Mr. Sumeet Kumar Somani Chairman Mr.Manoj Kumar Jain Member and Mr. Atmaram Sarda Member.

The brief details of the CSR committee are given in Corporate Governance Report formingpart of the Annual report.

BOARD EVALUATION

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 isled by the Chairman of the Board Governance Nomination and Remuneration Committee withspecific focus on the performance and effective functioning of the Board. The result ofthe evaluation is satisfactory and adequate and meets the requirement of the Company.

FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted bythe Company and is put up on the website of the company www.sumeetindustries.com. All newIndependent Directors (IDs) inducted in to the Board are presented with an overview of theCompany's business operations products organization structures and about the BoardConstitutions and its procedures.

KEY MANAGERIAL PERSON

Pursuant to the provisions of section 203 of the Companies Act 2013 read with rulesframed thereunder the following persons are the key Managerial Personnel of the company.

1) Mr. Sumeet Kumar Somani Managing Director

2) Mr. Anil Kumar Jain Company Secretary and Compliance Officer

3) Mr. Abhishek Prasad Chief Financial Officer

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors and General Meetings respectively havebeen duly followed by the Company.

ACKNOWLEDGEMENT

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 : 5th August 2019 Chairman