Sumit Woods Ltd Directors Report.
Your Directors delightfully present the 23rd Annual Report on the business and operation of the Company together with the Audited Financial Accounts (Consolidated and Standalone) for the year ended 31st March, 2019
(Rupees in Lakhs)
|Profit/(Loss) before Finance Cost,|
|Depreciation & Amortisation and Taxation|
|Less: 1. Finance Cost||431.12||605.99||338.07||481.81|
|2. Depreciation & Amortisation||52.13||65.69||52.12||65.69|
|Profit/ (Loss) Before Taxation||963.65||1,012.84||509.63||453.50|
|Less: Provision for Taxation|
|Net Profit/(Loss) for the Year||676.86||774.53||378.09||324.62|
|Less: Income Tax paid for earlier year||-||-||-||-|
|Profit/(Loss) after Taxation||676.86||774.53||378.09||324.62|
|Add: Other Comprehensive Income|
|Total Comprehensive Income||676.86||774.53||378.09||324.62|
|Add : Balance of Profit (Loss) from earlier|
|years and From JV and LLP|
|Amount available for Appropriations||3,172.70||2,495.84||2,305.59||1,927.50|
|Add: Transfer from Debenture||-||-||-||-|
|Tax on distributed Profits||-||-||-||-|
|Balance carried forward||3,172.70||2,495.84||2,305.59||1,927.50|
Notes: Previous years figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.
STATE OF COMPANYS FINANCIAL AFFAIR
During the year under review, your Company s consolidated total revenue stood at Rs.4,219.97 lakh as compared to Rs.3,139.31 lakh for the previous year, representing an increase of 34.42%; profit before tax stood at Rs.963.65 lakh for the year under review as compared to Rs 1,012.84 lakh for the previous year representing an decrease of 4.86%; and the total comprehensive income stood at Rs. 676.86 lakh as compared to Rs.774.53 lakh for the previous year representing an decrease of 12.61%.
During the year under review, the total revenue stood at Rs.2,061.89 lakh as compared to Rs.1,865.46 lakh for the previous year representing an increase of 10.53%; profit before tax stood at Rs.899.82 lakh for the year under review as compared to Rs. 1,001 lakh for the previous year representing a decrease of 10.11%; and the total comprehensive income stood NIL lakh for the year under review as well as previous year.
NATURE OF BUSINESS
The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company develops residential, commercial, retail and social infrastructure projects.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its business.
TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2018-19.
Your Directors are having a view of conserving the resources of company, and for that reason the directors are not recommending any dividend.
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Board of Directors at its meeting held on 23rd May, 2019, subject to consent of the members of the Company, approved and recommended issue of bonus equity shares of the Company in the proportion of 1:1 that is 1 (One) fully paid-up equity share of Rs.10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up equity share of 10/- (Rupees Ten only) each by capitalising a sum not exceeding Rs. 16,00,00,000/- (Rupees Sixteen Crore only) out of capital redemption reserve / securities premium account and/or any other permitted reserves / surplus of the Company, as may be considered appropriate. The Company s shares have been listed on NSE SME Emerge since 10th September, 2018 till date. Due to Proposed Issue of Bonus Shares, paid up capital of the company is proposed to increase to 30,58,70,440 i.e. it is likely to increase beyond twenty five crore rupees as stated in Reg.106(U)(2), and hence to comply with the regulation 106(U)(2) it is required to migrate from NSE SME Emerge to NSE Main Board. Further, The Company s Operation have been increasing at a rapid pace. In view of increasing business activities and for strong brand building, the Board of Directors has accordingly decided to migrate from NSE SME Emerge to NSE Main Board. The Listing on the Main Board is likely to have wider participation from investors at large and trading in the Equity Shares of the Company on the
Main Board will go on the long way in enhancing the image and goodwill of the Company. The benefits of listing on the Main Board in the form of market Capitalization, enhanced liquidity, larger participation, visibility etc., will accrue to the Shareholders of the Company.
By Migrating on the Main Board the goodwill and the growth of the Company will increase and Company will be able to expand its business. The Migration Policy from SME Platform to Main Board requires approval of members by way of Special Resolution. The Shareholders approval for the said purpose is sought through this resolution as required under Chapter XB of SEBI ICDR Regulations.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees.
No complaints pertaining to sexual harassment of women employees from any of the Company s locations were received during the year ended 31st March, 2019.
Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.
All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2018-19. A declaration to this effect signed by the Chief Executive Officer of the Company is contained in this annual report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Company, Mr. Mitaram Jangid retires by rotation and being eligible, offers himself for reappointment. Brief details of Mr. Mitaram Jangid as required under Regulation 36(3) of Listing Regulations are provided in the notice of the ensuing Annual General Meeting. The members approval is being sought at the ensuing Annual General Meeting for the above appointment.
The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Ms. Sayli Munj was appointed as the Company Secretary and Compliance Officer of the Company with effect from 12th February, 2019 and Ms. Priyanka Waghela was appointed as Chief Financial Officer with effect from 12th April, 2019 based on the recommendation of the Nomination and Remuneration Committee of the Board.
During the year under review, Ms. Rekha Dekhale resigned from the position of Company Secretary with effect from 1st February, 2019.
REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS
The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of Directors while making a selection of the candidates. The above policy along with the criteria for selection 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 newly appointed directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related Regulations. This process inter-alia includes providing an overview of the Real Estate Industry, the Company s business model, the risks and opportunities etc. Details of the Familiarization Programme are explained in the Corporate Governance Report and are also available on the Company s website at http://www.sumitwoods.com/images/policies/Familarization%20for%20Independent%20Direc tors.pdf
The Board has carried out its annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management and Compliance Committees as mandated under the Act and SEBI Listing Regulations. The criteria applied in the evaluation process are explained in the Corporate Governance Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 7 (Seven) Board Meetings, 2 (Two) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting and 1 (One) Corporate Social Responsibility Committee Meeting were convened and held. Details of meetings of the Board and its committees along with the attendance of the Directors therein have been disclosed in the Corporate Governance Report.
DETAILS OF REMUNERATION TO DIRECTORS
The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employee s remuneration and other details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 4 to the report
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year are provided in Annexure 5 to the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has developed a Related Party Transactions Manual and Standard Operating Procedures for the purpose of identification and monitoring Related Party transactions. All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. The transactions entered into pursuant to the approvals so granted are subjected to audit and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis. The statement is supported by a certificate from the Whole-Time Director. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company s website and can be seen at the link http://www.sumitwoods.com/images/policies/Policy%20on%20Related%20Party%20Transactio n.pdf During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable
None of the Directors and the Key Managerial Personnel has any pecuniary relationships or transactions vis--vis the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company s Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www.sumitwoods.com/images/policies/Whistle%20Blower%20,Vigil%20Mechanism%20P olicy.pdf
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has one Subsidiary Company Mitasu Developers Private Limited. This company is not material subsidiary as per the thresholds laid down under the SEBI Listing Regulations. Policy for determining material subsidiaries in line with the SEBI Listing Regulations. The Policy is also being revised effective from 1st April, 2019 in line with the amendments made to the SEBI Listing Regulations. The Policy has been uploaded on the Company s website at: http://www.sumitwoods.com/images/policies/Policy%20for%20Determining%20Material%20 Subsidiaries.pdf
RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, review and mitigate all elements of risks which the Company may be exposed to.
The Company recognizes that risk is an integral and unavoidable component of its business. Hence, the Company has adopted a Risk Assessment and Management policy ("Policy") to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy. This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.
M/s. SSRV & Associates., Chartered Accountants, Mumbai, (FRN - 135901W) appointed as Statutory Auditors of the Company at the 22nd AGM held on 30th September 2017 till the conclusion of 27th AGM to be held in 2022 subject to ratification of their appointment by the Members at every intervening Annual General Meeting held thereafter. The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018.Hence the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.
A Secretarial Audit Report given by M/s. Kudtarkar & Associates, Practicing Company Secretaries is annexed with the report as Annexure 2 and forms an integral part of this Report. The report is self-explanatory and do not call for any further comments.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information as required under the provisions of Rules 5(2) & 5(3) of the Companies appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in
LISTING WITH STOCK EXCHANGES
At present the equity shares of the Company are listed on the Emerge-the SME Growth Platform of National Stock Exchange at Mumbai with effect from 10th September, 2018.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Annual Report on CSR activities for the financial year 2018-19 is enclosed as Annexure 1.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYfS OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company s future operations.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2018 are provided under Annexure 3 to this report.
BUSINESS RESPONSIBILITY REPORTING
A separate section on Business Responsibility forms part of this Annual Report as required under Regulation 34(2)(f ) of SEBI Listing Regulations.
The Annual Return of the Company has been placed on the website of the Company and can be accessed at http://sumitwoods.com/investors.php Pursuant to the provisions of Section 92(1) of the Companies Act, 2013 as amended by the Companies Amendment Act, 2017
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.
DIRECTORSf RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act: a) that in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 1 of the Notes to the Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2019, and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls laid down by the Directors were followed by the Company and such internal financial controls are adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.
The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power Utilities, Regulators, Customers, Vendors and Members for their continued support to the Company.
Your Directors also wish to place on record their deep sense of appreciation for the excellent services of the employees at all levels and all other associated with the Company.
By Order of the Board of Directors for Sumit Woods Limited
(formerly known as Sumit Woods Private Limited)
Bhushan Nemlekar Whole-Time Director
B - 1101, Express Zone, Diagonally Opp. to Oberoi Mall, W.E. Highway, Malad (East), Mumbai 400097
Date: 23rd May, 2019