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Sumit Woods Ltd.

BSE: 535107 Sector: Infrastructure
NSE: SUMIT ISIN Code: INE748Z01013
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Sumit Woods Ltd. (SUMIT) - Director Report

Company director report

Your Directors delightfully present the 25th Annual Report on the businessand operation of the Company together with the Audited Financial Accounts (Consolidatedand Standalone) for the year ended 31st March 2021

FINANCIAL HIGHLIGHTS

(Rupees in Lakhs)

Particulars Consolidated Standalone
2021 2020 2021 2020
Total Turnover 4704.23 4871.09 1661.78 976.41
Other Income 295.10 125.11 53.41 83.03
Profit/(Loss) before Finance Cost Depreciation & Amortisation and Taxation (927.52) 1584.27 (1156.23) 717.45
Less: 1. Finance Cost 687.03 651.01 268.01 308.36
2. Depreciation & Amortisation 59.14 67.48 40.49 45.86
Profit/ (Loss) Before Taxation (1673.69) 865.78 (1464.73) 363.23
Less: Provision for Taxation
Current Tax 2.00 223.13 88.92
Deferred Tax 17.23 0.57 14.65 0.57
Net Profit/(Loss) for the Year (1692.92) 642.08 (1479.38) 273.74
Less: Income Tax paid for earlier year 432.37 0 428.33 0
Profit/(Loss) after Taxation (2125.29) 642.08 (1907.71) 273.74
Add : Share of profit/(loss) in associates and joint ventures (242.13) (43.99)
Add: Other Comprehensive Income 0.30 1.81 0.30 1.81
Total Comprehensive Income (2367.12) 599.90 (1907.41) 275.55
Add : Balance of Profit (Loss) from earlier years
Amount available for Appropriations
Add: Transfer from Debenture Redemption Reserve (2367.12) 599.90 (1907.41) 275.55
Less: Dividend
Tax on distributed Profits
Balance carried forward (2367.12) 599.90 (1907.41) 275.55

Notes: Previous years' figures have been reclassified/regrouped wherever necessary tocorrespond with those of the current year.

COVID 2019

During the first half of calendar year 2020 COVID-19 spread to a majority of countriesacross the world including India. In March 14 2020 India declared COVID-19 as a"notified disaster" and imposed a nationwide lockdown beginning on March 252020.

The complete lockdown lasted until May 31 2020. Despite the lifting of the lockdownthere is significant uncertainty regarding the duration and long-term impact of theCOVID-19 pandemic. The pandemic caused a material decline in general business activity andconsequently a slowdown in residential sales obtaining or renewing lease commitments forcommercial developments. It caused construction delays due to several factors such aslockdowns enforced by government agencies work-stoppage orders disruptions in the supplyof materials and shortage of labour. It led to a closure of our offices and we moved to awork-from-home model. We resumed operations at our offices and construction sites in astaggered manner in compliance with government guidelines.

STATE OF COMPANY'S FINANCIAL AFFAIR

Consolidated Financials

During the year under review your Company's consolidated total revenue stood atRs.4999.33 lakhs as compared to Rs.4996.20 lakhs for the previous year representing aincrease of 0.06%; Loss before tax stood at Rs.1673.69 lakhs for the year under review ascompared to Profit before tax Rs 865.78 lakhs for the previous year representing andecrease of 293.32%; and the total comprehensive income stood at Rs. - 2367.12 lakhs ascompared to Rs. 599.90 lakhs for the previous year representing an decrease of 494.59%.

Standalone Financials

During the year under review the total revenue stood at Rs.1715.19 lakhs as comparedto Rs.1059.44 lakhs for the previous year representing increase of 61.90%; Loss before taxstood at Rs.1464.73 lakhs for the year under review as compared to profit before tax Rs.363.23 lakhs for the previous year representing a decrease of 503.25%; and the totalcomprehensive income stood Rs -1907.41 lakhs for the year under review as compared to Rs275.55 lakhs previous year representing an decrease of 792.22%.

SHARE CAPITAL

During the year under review the Company has not issued any securities. The entireshare capital of the Company is listed and traded on National Stock Exchange of IndiaLimited.

NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development. On the real estatedevelopment front the Company develops residential commercial retail and socialinfrastructure projects.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business.

TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2020-21.

DIVIDEND

Your Directors are having a view of conserving the resources of company and for thatreason the directors are not recommending any dividend.

DEPOSITS

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as"Deposits" in terms of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing ofdetails of deposits which are not in compliance with the Chapter V of the Companies Act2013 is not applicable.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between March 312021 and the date of thisReport other than those disclosed in this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity provider and continuously strives to build a workculture which promotes the respect and dignity of all employees across the Organization.In order to provide women employees a safe working environment at workplace and also incompliance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed there under the Company hasformulated a well-defined policy on prevention prohibition and redressal of complaintsrelating to sexual harassment of women at the workplace. All women who are associated withthe Company-either as permanent employees or temporary employees or contractual personsincluding service providers at Company sites are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees.

No complaints pertaining to sexual harassment of women employees from any of theCompany"s locations were received during the year ended 31st March 2021.

CORPORATE GOVERNANCE

Reports on Corporate Governance and Management Discussion and Analysis in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") along with a certificate from Auditors regardingcompliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with thecode of conduct for the financial year 2020-21. A declaration to this effect signed by theChief Financial Officer of the Company is contained in this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Mitaram Ramlal Jangid (DIN: 00043757) retires by rotation at the ensuing Annual GeneralMeeting (AGM) of the Company and being eligible offers himself for re-appointment at theensuing AGM. The Board on the recommendation of the Nomination & RemunerationCommittee (NRC) has recommended his re-appointment.

Brief particulars and expertise of Mr. Mitaram Ramlal Jangid (DIN: 00043757) togetherwith his other directorships and committee memberships has been given in the annexure - Ito the Notice of the AGM in accordance with the requirements of the Listing Regulationsand Secretarial Standards.

The Board at its meeting held on November 112020 and April 09 2021 based on therecommendation of the Nomination and Remuneration Committee approved the appointment ofMr. Vineshkumar Singhal (DIN: 08956526) and Mrs. Pooja Tarunkumar Parekh (DIN: 07450507)respectively as an independent director of the Company for a period of five years whoseoffice shall not be liable to retire by rotation subject to the approval of shareholders.In the opinion of the Board they brings wide international experience proficiency andexpertise in architectural design which will provide valuable insights to the Company. TheBoard recommends their appointment to the shareholders.

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theCompanies Act 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the year Mr. Gurunath Narayan Malvankar (DIN: 08105137) Independent Director ofthe Company resigned from the Board of the Company w.e.f January 12 2021 due to healthissue. Your Directors place on record their appreciation of the valuable contribution madein growth of the Company during his tenure in the Company.

REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT ASDIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS

The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Employees of senior leadership Position as well as well-defined criteria forthe selection of candidates for appointment to the said positions which has been approvedby the Board. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to the executive and non-executive Directors (by way ofsitting fees and commission) Key Managerial Personnel. The criteria for selection ofcandidates for the above positions cover the various factors and attributes which areconsidered by the Nomination & Remuneration Committee and the Board of Directors whilemaking a selection of the candidates. The above policy along with the criteria forselection is available at the website of the Company at http://www.sumitwoods.com/images/policies/Nomination%20and%20Remuneration%20Polic y.pdf

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has over the years developed a robust familiarization process for the newlyappointed directors with respect to their roles and responsibilities way ahead of theprescription of the regulatory provisions. The process has been aligned with therequirements under the Act and other related Regulations. This process inter-alia includesproviding an overview of the Real Estate Industry the Company's business model the risksand opportunities etc. Details of the Familiarization Programme are explained in theCorporate Governance Report and are also available on the Company's website athttp://www.sumitwoods.com/images/policies/ Familarization%20for%20Independent%20Directors.pdf

BOARD EVALUATION

The Board has carried out its annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Risk Management and Compliance Committees as mandated under the Actand SEBI Listing Regulations. The criteria applied in the evaluation process are explainedin the Corporate Governance Report.

The performance evaluation of the Chairperson Non-Independent Directors and the Boardas a whole was carried out by the Independent Directors at their separate meeting held onFebruary 12 2021. The Independent Directors expressed their satisfaction with theevaluation process.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees.

The Board of Directors expressed their satisfaction with the evaluation process. In aseparate meeting held on February 12 2021 the performance evaluation of the ChairmanNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors.

The Independent Directors expressed their satisfaction with the evaluation process. Theperformance evaluation of all the Directors Committees and the Board was carried out bythe Nomination & Remuneration Committee Independent Directors and Board at theirrespective meetings

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 5 (Five) Board Meetings 5 (Five) Audit Committee Meetings and 3(Three) Nomination Remuneration Committee Meeting and 1 (One) Stakeholders' RelationshipCommittee Meeting were convened and held. Details of meetings of the Board and itscommittees along with the attendance of the Directors therein have been disclosed in theCorporate Governance Report.

DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee's remuneration and other details asrequired pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure4 to the report

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of guarantees or Investments covered under section 186 of the CompaniesAct 2013 have been given or provided during the year are provided in Annexure 5 to thereport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has developed a Related Party Transactions Manual and Standard OperatingProcedures for the purpose of identification and monitoring Related Party transactions.All transactions with Related Parties are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are foreseeable and of a repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to audit anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. The statement is supported by acertificate from the Whole-Time Director. The policy on Related Party Transactions asapproved by the Board of Directors has been uploaded on the Company's website and can beseen at the link http://www.sumitwoods.com/images/policies/Policy%20on%20Related%20Party%20Transactio n.pdf

During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3) (h) of the Companies Act 2013in Form AOC 2 is not applicable

None of the Directors and the Key Managerial Personnel has any pecuniary relationshipsor transactions visa-vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy isposted on the website of the Company and the web link to the same is http://www.sumitwoods.com/images/policies/Whistle%20Blower%20Vigil%20Mechanism%20Policy.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an independent firm of Chartered Accountants and periodical review by theManagement. The Audit Committee of the Board addresses issues raised by both the InternalAuditors and the Statutory Auditors.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has Two Subsidiary Company i.e

1. Mitasu Developers Private Limited and

2. Homesync Real Estate Advisory Private Limited (Formerly known as Mitasu InfraDevelopers Private Limited - The Company has changed its name w.e.f February 03 2021).

Both company is not material subsidiary as per the thresholds laid down under the SEBIListing Regulations.

During the year the Company has incorporated a Subsidiary Company named as "SumitHills Private Limited" (CIN: U45309MH2021PTC354326) with effect from February 022021 and the same was informed to the Stock Exchange. Further for the FY ended March312021 the account of the subsidiary was not consolidated with Sumit Woods Limited as theSubsidiary will prepared its first financial for the period ended March 31 2022.

Further Company has acquired a subsidiary i.e Sumit Matunga Builders Private Limited(Formerly known as Sumit Woods Goa Private Limited) by acquiring the stake to the extentof 80% of its equity shares capital on March 10 2021. The Policy is also being revisedeffective from 1st April 2019 in line with the amendments made to the SEBI ListingRegulations. The Policy has been uploaded on the Company's website at : http://www.sumitwoods.com/images/policies/Policy%20for%20Determining%20Material%20Subsidiaries.pdf

RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting ofall risks associated with the business of the Company. Although the Company is notmandatorily required to constitute the Risk Management Committee but to ensure effectiverisk management the Board of Directors constituted the Risk Management Committee tomonitor and review risk management assessment and minimization procedures and toidentify review and mitigate all elements of risks which the Company may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of itsbusiness. Hence the Company has adopted a Risk Assessment and Management policy("Policy") to formalize risk based decision making together with managementprocesses. Risks are managed through a formal risk process as set forth in the Policy.This policy articulates the requirements for processes which include identifyingassessing measuring and monitoring risk activities across the organization andestablishes governance roles for risk management.

AUDITORS

Statutory Auditors

M/s. SSRV & Associates. Chartered Accountants Mumbai (FRN - 135901W) appointedas Statutory Auditors of the Company at the 22nd AGM held on 30th September 2017 till theconclusion of 27th AGM to be held in 2022 subject to ratification of their appointment bythe Members at every intervening Annual General Meeting held thereafter. The requirementof seeking ratification of the members for continuance of their appointment has beenwithdrawn consequent upon the changes made by the Companies (Amendment) Act 2017 witheffect from 7th May 2018. Hence the resolution seeking ratification of the members fortheir appointment is not being placed at the ensuing Annual General Meeting.

Secretarial Auditor

A Secretarial Audit Report given by M/s. SCP & Co. Practicing Company Secretariesis annexed with the report as Annexure 2 and forms an integral part of this Report.The report is self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Information as required under the provisions of Rules 5(2) & 5(3) of theCompanies appointment and Remuneration of Managerial Personnel) Rules 2014 are set outin Directors' Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures ("Code") as approved by the Board from time to time are in forceby the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on CSR activities for the financial year 2020-21 is enclosed as Annexure1.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as per section 134(3)(2) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 for the year ended 31st March 2021 are provided under Annexure3 to this report.

BUSINESS RESPONSIBILITY REPORTING

A separate section on Business Responsibility forms part of this Annual Report asrequired under Regulation 34(2)(f ) of SEBI Listing Regulations.

ANNUAL RETURN

The Annual Return of the Company has been placed on the website of the Company and canbe accessed at http://sumitwoods.com/investors.php Pursuant to the provisions of Section92(1) of the Companies Act 2013 as amended by the Companies Amendment Act 2017

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Act:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Accountshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2021 and of the profit of the Company for the year ended onthat date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls laid down by the Directors were followed bythe Company and such internal financial controls are adequate and were operatingeffectively; and

f. that proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and were operating effectively.

ACKNOWLEDGMENTS

The Directors would like to thank all the Stakeholders including FinancialInstitutions Banks Government Authorities Power Utilities Regulators CustomersVendors and Members for their continued support to the Company.

Your Directors also wish to place on record their deep sense of appreciation for theexcellent services of the employees at all levels and all other associated with theCompany.

By Order of the Board of Directors
for Sumit Woods Limited
Sd/- Sd/-
Bhushan Nemlekar Mitaram Jangid
Whole-Time Director Managing Director
DIN:00043824 DIN:00043757
Registered Office: B - 1101 Express Zone Diagonally Opp. to Oberoi Mall W.E. Highway Malad (East) Mumbai - 400097
Place: Mumbai
Date: September 03 2021

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