The Hon’ble National Company Law Tribunal, (‘‘NCLT’'), had vide its order dated December 20, 2022
admitted the application for the initiation of the corporate insolvency resolution process ("CIRP”) against
Sumeet Industries Limited ("Company”) ("Admission Order”) in terms of the Insolvency and Bankruptcy
Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time . Mr.
Kuresh Hatim Khambati (having registration number IBBI/IPA-001/IP-P-01521/2018-19/12454) had been
appointed as an Interim Resolution Professional.

Subsequently, vide NCLT order dated 15^th February, 2022 appointed Mr. Satyendra P. Khorania (Reg. No.
IBBI/IPA-002/IP-N00002/2016-17/10002) as Resolution Professional ("RP") to act Resolution Professional
in place of Mr. Kuresh Hatim Khambati in terms of the provisions of the Code.

The Hon'ble NCLT Bench, Ahmedabad has approved the Resolution Plan submitted by ”Eagle Group”
(Successful Resolution Applicant ) on dated 16.07.2024. Monitoring Committee has been formed on

30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to implement the plan as
approved by the Hon’ble Court.

The financial performance of the Company ( Standalone and Consolidated ) for the financial year ended
31st March, 2024 is summarized below :-

FINANCIAL RESULTS :

(Rs. in Lakh)

OPERATIONS

During the year under review, the Company witnessed moderate demand coupled with rising power and
fuel and raw material & other costs that impacted the overall profitability. Despite the challenges, the
Company ensured continuous supply of products in the markets and sales has been marginally declined by
4.67% in comparison to the previous year.

The Company has produced 103842.209 T ons (P.Y. 97530.09 T ons ) of Pet Chips/Polyester and T exturized
Yarn and dispatched 103971.267 Tons ( P.Y. 100500.89 Tons ) of Pet Chips / Polyester and Texturized
yarns.

Income from operation (Consolidated) of the company has decreased from Rs. 1033.12 Crores to Rs.984.86
Crores showing a marginal decline in sales by 4.67% in comparison to last year. The Company has incurred
Consolidated Loss of Rs. 59.01 Crores (P.Y. Loss 58.72 Crores).

The company has been taken over by " Eagle Group " ( Successful Resolution Applicant ) , a competent
management vide Hon’ble NCLT order dated 16.07.2024. We ( new management ) are reassessing our
strategies in line with the larger macro picture and have been making significant changes to improve
operational efficiency and to drive our growth focussed on opportunity driven strategies.

A detailed analysis of the operations of your Company during the year under report is included in the
Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

The Board of directors do not recommended dividend for the year under review due to loss incurred by the
company.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE

The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, vide its order dated December
22, 2022 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under
the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code”) and appointed Mr. Kuresh Hatim Khambati
(having registration number IBBI/IPA-001/IP-P-01521/2018-19/12454) as an Interim Resolution
Professional under the provisions of Code. Later on petition moved by the Lead Bank i.e. Bank of Baroda,
for replacement of RP and the Hon’ble Bench of NCLT vide order dated 15th February, 2023 appointed Mr.
Satyendra P. Khorania (Reg. No. IBBI/IPA-002/IP-N00002/2016-17/10002) as Resolution Professional
("RP") to act as Resolution Professional (RP) in place of Mr. Kuresh Hatim Khambati (IRP) in terms of the
provisions of the Code.

As per the provision of IBC 2016, the RP had initiated the resolution process for the Company by inviting
expression of interest through publication of Form G on March 12,2023. RP has received Expression of
Interest for resolution plan by seven (7) Resolution Applicants. All the COC members have casted their
votes as per their commercial wisdom and approved the resolution plan submitted by M/s Eagle Fashions
Private Limited, Eagle Fibers Limited, Eagle Synthetics Private Limited, Padmini Polytex Private Limited,
Eagle Sizers & JPB Fibers Jointly as Eagle Group with a majority of 74.90% in the 11th COC meeting and
accordingly RP has filed the Plan for approval with Hon’ble NCLT Bench, Ahmedabad. Later after hearing
the same , the Hon’ble NCLT Bench has rejected the application for approval of Resolution Plan on dated
05.04.2023. Resolution Professional on instruction of COC against the resolution plan rejected by Hon’ble
NCLT Bench filed an appeal before Hon’ble NCLAT Bench. After hearing the submission presented by RP
, the appeal filed has been allowed by the Hon’ble Court and set aside the impugned order dated 05.04.204
passed by the Hon’ble NCLT and remanded back with reviving the original application ( I.A. No. 1394/2023
) filed before the Hon’ble NCLT for fresh consideration in accordance with law. The Hon’ble NCLT has
revived the application for fresh consideration of the approval of Resolution Plan in the compliance of
judgement passed by Hon’ble NCLAT and the same was heard and after hearing, the Hon’ble NCLT has
finally passed the order for approval of Resolution Plan on dated 16.07.2024. Monitoring Committee has
been formed on 30.07.2024 by appointing Erstwhile RP as Chairman of the Monitoring Committee to
implement the approved Resolution plan in time. Monitoring Committee has been formed by following
members: -

1) Erstwhile Resolution professional of the company (Chairman of the Committee )

2) One member of Successful Resolution Applicant

3) One member form Consortium Bank.

MATERIAL CHANGES AND COMMITMENTS

The company evaluates events and transactions that occur subsequent to the balance sheet date but prior
to the financial statements to determine the necessity for recognition and/or reporting of any of these events
and transactions in the financial statements.

There have not been any material changes and commitments affecting the financial position of the Company
between the end of the financial year as on 31st March, 2024 and the date of this report, i.e.02.09.2024.

OVERSEAS SUBSIDIARY COMPANY

The company has a wholly owned subsidiary company named “Sumeet Global Pte Limited” incorporated
at Singapore in the year 30.09.2012 registered with Registrar of Companies and Business, Singapore.
Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and the
provisions of the Listing Agreement with Stock Exchanges, the company has prepared Consolidated
Financial Statements of the Company and its subsidiaries are included in the Annual Report. There were
no any business activities is going on at Singapore Branch.

M/s. S. Renganathan & Co, Chartered Accountants, Singapore address at 101, Cecil Street, #23-06 Tong
Building, Singapore -069533 has been appointed as Statutory Auditor of the overseas subsidiary company
on dated 07.11.2023.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements
of the subsidiary in the prescribed Form AOC-1 as Annexure:2 forms part of the Annual Report. Pursuant
to the provision of section 136 of the Act, the financial statements of the company, consolidated financial
statements along with the relevant documents and separate audited accounts in respect of Sumeet Global
Pte Limited are available on the website of the company.

EXPORTS

The company has been exploring all the possibilities for exporting its products. During the year under review,
your company has exported products worth of Rs. 35.74 Lakhs (P.Y. Rs. 454.21 Lakhs).

DEPOSITORY SYSTEM

As members are aware, the company’s shares are compulsorily tradable in the electronic form. As on March
31, 2024 almost 97.79% of the Company’s total paid-up capital representing 10,13,48,889 shares were in
dematerialized form. In view of the numerous advantages offered by the Depository system, members
holding shares in physical mode are advised to avail of the facility of dematerialization on either of the
Depositories.

FIXED DEPOSITS

The Company has invited deposits from public in accordance with the Section 73 and 74 of the Companies
Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) to the tune of Rs. 396.14 Lakh during
the financial year 2013-14. No fresh deposits have been invited and nor any deposits have been renewed
in the financial year 2023-24. Total outstanding deposits after repaying on maturity as on 31.03.2024 has
been remained Rs.2,90,000.00. There were no deposits, which were claimed but not paid by the Company
as on date.

DIRECTORS :

APPOINTMENT

In compliance of the Resolution Plan which is approved by the Hon’ble NCLT under Section 31(1) of the
IBC Code, 2016 vide order dated 16.07.2024, the Monitoring Agency in their meeting held on 30.07.2024
has nominated and approved the name of new directors i.e. Mr. Radheshyam B. Jaju and Mr. Pratik R. Jaju,
Directors of Eagle Group who will take over the charge in the Sumeet Industries Limited as Executive
Director(s) in place of erstwhile directors namely Mr. Shankar Lal Somani & Mr. Sumeet Somani.

Accordingly, Mr. Radheshyam B. Jaju ( DIN : 00789902 ) and Mr. Pratik R. Jaju ( DIN : 01899119) were
appointed as an additional Executive Director(s) on the Board of the company up to the conclusion of the
ensuing General meeting w.e.f. 05.08.2024.

The Board of Directors of the company has recommended the appointment of Mr. Radheshyam B. Jaju as
a Chairman cum Executive Director of the company for a period of 5 ( Five years ) with effect from

05.08.2024 and Mr. Pratik R. Jaju as a Managing Director cum Executive Director of the company for a
period of 5 ( Five years ) with effect from 05.08.2024 in their Board meeting held on 02.09.2024 subject to
approval of Shareholders of the company. The brief terms and conditions of their appointment has been
incorporated in the Notice of the AGM.

Ms. Ankita Shah has been appointed as an additional director in the capacity of Independent, Non¬
Executive Director of the company w.e.f. 02.09.2024 for a period of 5 years subject to approval of
shareholders of the company.

RESIGNATION

MR. Shankarlal Somani and Sumeet Kumar Somani, Directors ( Suspended ) have submitted their
resignation from the office of directorship w.e.f. 09.08.2024.

Ms. Zeel Sureshkumar Modi has submitted their resignation placed before the Board in the meeting held on

02.09.2024 intimating date she has recently shifted to abroad for higher studies and will remain no longer
available in India.

AUDITORS :

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 35^th Annual
General Meeting of the Company held on 27^th day of September, 2023 has appointed M/s. HTKS & Co.,
Chartered Accountants ( Formerly known as H. Tosniwal & Co., Chartered Accountants) (Firm Registration
no. 111032W), as a Statutory Auditors of the Company who were re-appointed as a Statutory Auditors of
the company for the period of three (3) consecutive financial years commencing from the conclusion of 35^th
Annual General Meeting till the conclusion of 38^th Annual General Meeting of the company.

The Company has received a certificate from them to the effect that their appointment as Statutory Auditors
of the Company would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 & also
received a peer review certificate issued by the ICAI ‘Peer Review Board’, as required under the provisions
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There have been no
instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed
there under.

In the Auditors’ Report dated 28^th May,2024, M/s. M/s. HTKS & Co., Chartered Accountants has given a
qualified opinion in relation to the Financial Statements of the company for the financial year ended 31^st
March 2024. Statement on Impact of Audit Qualifications for the year under review is annexed as Annexure
- 6. The Board’s response in relation to the said opinion is as under:-

: b) Cost Auditors

| The Company has been maintaining cost accounting records in respect of manufacture of Polyester yarns
| pursuant to directives of the Central Government. The company has appointed M/s. V.M. PATEL &
| ASSOCIATES, (Firm Registration No. 10519) as Cost Auditors, for conducting the audit of cost records for
| the financial year 2024-25 and approval of the members is being sought for ratification of their appointment
i and remuneration.

: c) Internal Auditors

i The Board has appointed M/s. A R V P & Co.,Chartered Accountants (ICAI Registration Number: 101482W)
i as Internal Auditors of your company for the financial year 2024-25. The report prepared by the Internal
j Auditors is to be reviewed by the Statutory Auditors & Audit Committee of the company.

; d) Secretarial Auditors

i M/s. Dhirren R. Dave, Practising Company Secretaries (CP No. 2496, Membership No. 4889) were
i appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2023-24.
i The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith and forms
: part of the Annual Report as Annexure-1. The Secretarial Audit Report contains qualification, reservation
: or adverse remark.

The Board has re-appointed M/s. Dhirren R. Dave & Co., Company Secretaries, as Secretarial Auditor of i
the Company for the financial year 2024-25. i

ANNUAL SECRETARIAL COMPLIANCE REPORT j

Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by the SEBI, the Company i

has received Annual Secretarial Compliance Report from M/s. Dhirren R. Dave, Practising Company i

Secretaries (CP No. 2496, Membership No. 4889) on compliance of all applicable SEBI Regulations and i
Circulars/Guidelines issued thereunder and the same has been submitted to the Stock Exchanges. Annual i
Secretarial Compliance Report are also uploaded on the Website of the company ( i
www.sumeetindustries.com.) j

SECRETARIAL STANDARDS i

During the year under review, the Company has complied with the applicable Secretarial Standards issued j
by the Institute of Company Secretaries of India. j

CREDIT RATING j

During the year under review, no credit rating has been obtained from any credit rating agency. j

MANAGEMENT DISCUSSION AND ANALYSIS j

In terms of Regulations 34 of the Listing regulations, a separate section on Management Discussion and j

Analysis and Corporate Governance Report together with a certificate from the Company’s Statutory j

Auditors confirming compliance with regulations relating to Corporate Governance of the Listing regulation j

is set out and forms part of this Annual report. j

CONSOLIDATED FINANCIAL STATEMENTS j

In accordance with provisions of sub-section (3) of Section 129 of the Act and the Listing Regulations, the j

Consolidated Financial Statements of the company, including the financial details of the subsidiary company j

forms part of this Annual report. The Consolidated Financial Statements have been prepared in accordance j

with the Accounting Standards prescribed under Section 133 of the Act. j

PERSONNEL AND RELATED DISCLOSURES j

The Board of Directors wishes to express their appreciation to all the employees for their outstanding j

contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment i

& Remuneration of Managerial Personnel) Rules 2014, no employee is drawing remuneration in excess of i

the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place i

without the right equality of people. To that effect, your company has undertaken a series of measures that i

ensures the most appropriate people are recruited in to the organization. j

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read j
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 j
are provided in Annexure-3 forming part of the Annual Report. :

INTERNAL CONTROL SYSTEM j

Your Company has a comprehensive and effective internal control and risk mitigation system, including i

internal financial control, for all the major processes, to ensure reliability of financial reporting, timely i

feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, i

safeguarding of assets and economical and efficient use of resources. The Company’s internal control j

system is commensurate with its size, scale and complexities of its operations. The main thrust of internal i
audit is to test and review controls, appraisal of risks and business processes, besides benchmarking i
controls with best practices in the industry. i

The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal j
Control Systems and suggests improvements. The Company has a robust Management Information System j
(MIS), which is an integral part of the control mechanism. i

CORPORATE SOCIAL RESPONSIBILITY j

Corporate Social Responsibility (CSR) is an integral part of the Company’s ethos and policy and it has been j
pursuing on a sustained basis. The Company has assisted schools situated at nearby villages by distributing j
dresses & books among poor students and computers nearby situated primary schools etc. Technical j
education and training are imparted to the employees through Industrial Training and Workshops. Emphasis j
was laid on creation of awareness amongst the villagers about the need to protect the environment. CSR j
activities carried out by the Company have strengthened the relationship with local people. The main focus j
areas taken in the policy are Education, Health Care, Animal Care, Environment safety, Contribution to any j
relief fund set up by Government, Semi-Governments etc. j

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives j
undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the j
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as provided in j
Annexure- 4. The Policy is available on the website of the Company. Since the company has been making j
losses since last 4 years so it is not participating much in CSR activities. j

HUMAN RESOURCES & INDUSTRIAL RELATIONS j

Human Resource Development (HRD) is the framework for helping employees to develop their personal j
and organizational skills, knowledge, and abilities. To enrich the skills of employees and enrich their j
experience, the Company arranges Practical Training Courses by Internal and External Faculties. The total j
employee strength of the company was 608 as on 31st March, 2024. i

We continue to step up efforts to accelerate our value-based growth strategy and the overall development j
of human capital. We nurture our people by investing in their empowerment through learning and j
development, wellness, and safety besides providing contemporary workplace facilities. Industrial Relations i
encompasses the relationship between the management and workmen. IR plays a significant role in today’s j
working scenario where the harmonious relationship between the employers and employees is needed to j
have an uninterrupted production. j

PREVENTION OF SEXUAL HARASSMENT POLICY j

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The i
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees j
(permanent, contractual, temporary, trainees) are covered under this policy. j

Your Directors state that during the year under review, there were no cases filed and reported in pursuant j
to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. i

ANNUAL LISTING FEES j

The Company’s shares continue to be listed at the National Stock Exchange of India Limited and BSE j
Limited. The Annual Listing fee for the F.Y. 2024-25 has been paid to all these Exchanges. j

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating
organization’s risk exposures while achieving its objectives. Risk management is embedded in your
Company’s operating framework. The Company manages and monitors various risks and uncertainties that
can have some adverse impact on the Company’s business. Your Company believes that managing risks
helps in maximizing returns. Your Company is giving major thrust in developing and strengthening its
internal audit, so that risk threat can be mitigated. The Company’s approach to address business risks is
comprehensive and includes periodic review, mitigating controls and reporting mechanism.

The key risks identified by the Company include, cyber security and data protection risk, financial &
economic risk, competition risk, operational risk and compliance of all applicable statutes and regulations.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest.
The focus shifts from one area to another area depending upon the prevailing situation. A detailed report
on significant risks and mitigation is forming part of Management’s Discussion and Analysis.

SAFETY, HEALTH & ENVIRONMENT

Safety & Health of the employees have always assumed the highest importance in your company. The
management is committed to ensure zero harm to its employees and to all persons within the Company’s
premises. Safety and occupational health responsibilities are integral to the Company’s business processes,
as spelt out in the Company’s Safety, Health and Environment Policies and Procedure.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been
adequately insured.

LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013

The loans given, investments made and guarantees given & securities provided during the year under
review, are in compliance with the provisions of the Act and rules made there under and details thereof are
given in the notes to the Standalone Financial Statements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Board of
Directors under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

EMPLOYEE STOCK OPTION

The company has not issued any equity shares under Employee Stock Option during the year.

FOREIGN EXCHANGE TRANSACTIONS

In order to hedge the company's exposure to foreign exchange and interest rate, the company enters into
forward contracts. The volatility witnessed in the global markets has reiterated the need for robust forex

i management systems and prudent investment practices. All forex exposures are hedged upon the
i occurrence of an exposure. In case of liabilities in respect of foreign currency loans obtained for acquisition
: of fixed assets, the variation in the liabilities arising out of exchange rates at the year end have been
: capitalized during the year as per Companies (Accounting Standard) Amendment Rules, 2009.

| ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

: Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 regarding
: conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the
i Annexure- 5, forming part of the report.

| RELATED PARTY TRANSACTIONS:

i All contracts/arrangements/transactions entered into by the Company during the Financial Year with related
I parties were in the ordinary course of business and on an arm's length basis. During the year, the Company
| has not entered into any contract / arrangement / transaction with related parties which could be considered
| material in accordance with the policy of the Company on materiality of related party transactions.

: Accordingly, the disclosure of related party transactions as required under section 134(3)(h) of the
: Companies Act, 2013 in Form AOC -2 is not applicable to your Company. All related party transactions, if
i any made, during the year are placed before the before the Board for approval. The transactions entered
i into with related parties were reviewed by the Board from time to time.

i The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website
i at the link https:// www.sumeetindustries.com. Members can refer to Note (24) Related Parties transactions
i under Notes to Financial Statements to the Standalone Financial Statements which sets out related party
: disclosures.

| CORPORATE GOVERNANCE

: The Company is committed to maintain the highest standards of corporate governance and adhere to the
: corporate governance requirements set out by Securities and Exchange Board of India (SEBI). A separate
i report on Corporate Governance along with Certificate from M/s. HTKS & Co., Chartered Accountants,

I Statutory Auditor of the company on compliance with the conditions of Corporate Governance as stipulated
j under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has provided are part of
| this Annual Report.

| EXTRACT OF ANNUAL RETURN

| Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and
| Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the
| Company’s website link: http://www.sumeetindustries.com/wp-content/uploads/2024/08/Form_MGT_7-
i 2023-24.pdf.

! DIRECTORS' RESPONSIBILITY STATEMENT

i In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits
i its responsibility Statement:

I (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along
j with proper explanation relating to material departures;

i (b) the directors had selected such accounting policies and applied them consistently and made
: judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state

of affairs of the Company at the end of the financial year and of the profit and loss of the Company for
that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto
and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its
Board of Directors and Senior management and Employees, the Company has formulated a comprehensive
Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees
to such extent as may be applicable to them depending upon their roles and responsibilities. The Code
gives guidance and support needed for ethical conduct of business and compliance of law. The Code
reflects the values of the Company viz. Customer Value, Integrity and Excellence.

A copy of the Code has been uploaded on the Company’s website www.sumeetindustries.com. The Code
has been circulated to all the Directors and Management Personnel and its compliance is affirmed by them
annually.

A declaration signed by the Company’s Executive (Wholetime) Director for the compliance of this
requirement is published in this Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by
the Company’s Board. Any Insiders (as defined in Insider Code) including designated employees & persons
and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or
counsel any person during any period when the “unpublished price sensitive information” are available with
them. The Insider Code also requires pre-clearance for dealing in the Company’s shares and prohibits
dealing in Company’s shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed.

A structured digital database is being maintained by the company under guidance with Registrar and
Transfer Agents (RTA) of the Company, which contains the names and other particulars as prescribed of
the persons covered under the Codes drawn up pursuant to the Prohibition of Insider Trading Regulations.
We have also adopted an automated tracking system to monitor insider trading, generating reports and
sending reminders to employees about prohibited transactions, if any occurs.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(3)(d) in consonance with 149(6) of the Companies Act, 2013, Independent
Directors of the Company have made a declaration confirming the compliance of the conditions of the
independence stipulated in the aforesaid section.

WHISTLE BLOWER MECHANISM

In order to ensure that the activities of the Company and its directors, employees and Vendors are
conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty,
integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This
policy is explained in Corporate Governance Report and also uploaded on the website of the company i.e.
www.sumeetindustries.com.

DISCLOSURE RELATED TO BAORD, COMMITTEES AND POLICIES

A) MEETINGS OF THE RP & THE DIRECTORS

During the year under review 5 ( Five ) meetings of the RP and the Directors ( Suspended ) have been held
through both Physical / Video Conferencing (VC) or Other Audio Visuals Means (OAVM). The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
Details of compositions and other information are provided in the Corporate Governance Report forming
part of the Annual report.

B) COMMITTEE MEETINGS:

The Committee(s) of the Company has been constituted in line with the provisions of Regulation 18 of the
Listing Regulation read with Section 177 of the Companies Act, 2013.

After approval of resolution plan by Hon’ble NCLT of "Eagle Group”( Successful Resolution Applicant ) the
management of the company has been taken over by them.

On the recommendation of the Monitoring committee meeting as per approved plan held on 30.07.2024 two
new Executive Directors have been appointed on the Board of the company from Eagle group on dated
05.08.204 and existing Executive Directors (Suspended ) has resigned from the Board on dated
09.08.2024. Accordingly after the appointment of new executive directors from Eagle group, the
Committee(s) has been reconstituted on dated 9^th August, 2024.

AUDIT COMMITTEE

Audit Committee of the Company has been reconstituted w.e.f. 09.08.2024, consisting of three members
viz; Mr. Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Saurav Santosh Dugar, consisting of 1
Executive Director and 2 Non-Executive and Independent Directors. Mr. Manojkumar Ganeshmal Jain is
the Chairman of the Audit Committee. All members of the Audit Committee are financially literate and have
relevant experience in the financial matters.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad ("NCLT Order”), Corporate Insolvency Resolution Process ("CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
("Code”) and related rules and regulations issued thereunder and thereby powers of the Board/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Audit Committee meetings
were held during the financial year 2023-24.

The brief details of the Audit Committee are given in Corporate Governance Report forming part of the
Annual report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the
Companies Act, 2013 read along with the applicable rules thereto and Listing Regulations (as may be
amended from time to time). Emphasis is given to persons from diverse fields or professionals. The
Nomination and Remuneration Committee has been reconstituted on 9th August, 2024 comprising of three
members viz; Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya and Mr. Saurav Santosh
Dugar, consisting of 3 Non-Executive and Independent Directors. Mr. Manoj Kumar Ganeshmal Jain is the
Chairman of the Nomination and Remuneration Committee.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
(“Code”) and related rules and regulations issued thereunder and thereby powers of the Board/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Nomination and
Remuneration Committee meetings were held during the financial year 2023-24.

The Nomination and remuneration Committee has framed the “Nomination & Remuneration and Evaluation
Policy” can be accessed http://www.sumeetindustries.com / wp-content /uploads/ 2016/04 / Nomination-
Remuneration-and-Evaluation-Policy.pdf and “Policy on Board Diversity” can be accessed
http://www.sumeetindustries.com/wp-content/uploads/2016/04/Policy-on-Board-Diversity.pdf.

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee has been re-constituted in line with the provisions of Regulation 20 of the SEBI Listing
Regulations read with Section 178 of the Companies Act, 2013.. The Stakeholders Relationship Committee
has been re-constituted with effect from 09.08.2024 and now comprises of three members viz; Mr.
Manojkumar Ganeshmal Jain, Mr. Pratik R. Jaju and Mr. Vikashkumar K Chandaliya, consisting of 1
Executive Director and 2 Non-Executive Independent Directors. Mr. Manojkumar Ganeshmal Jain is the
Chairman of the Stakeholders Relationship Committee.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad (“NCLT Order”), Corporate Insolvency Resolution Process (“CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
(“Code”) and related rules and regulations issued thereunder and thereby powers of the Board/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Stakeholders Relationship
Committee meetings were held during the financial year 2023-24.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report
forming part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Company’s policy on Corporate Social Responsibility (CSR) and the CSR
activities of the company are carried out as per the instructions of the Committee. The CSR Committee has
been reconstituted on 09th August, 2024 and now comprises of three members viz; Mr. Radheshyam B.
Jaju, Mr. Manojkumar Ganeshmal Jain, Mr. Vikashkumar K Chandaliya, consisting of one Executive
Director and two Non-Executive Directors. Mr. Radheshyam B. Jaju is the Chairman of the CSR Committee.

Pursuant to the Order dated 20th December, 2022 of the Hon’ble National Company Law Tribunal,
Ahmedabad ("NCLT Order”), Corporate Insolvency Resolution Process ("CIR Process”) has been initiated
against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016,
("Code”) and related rules and regulations issued thereunder and thereby powers of the Boad/ Committee
stand suspended w.e.f. 20.12.2022 and be exercised by IRP/RP. Therefore, no Corporate Social
Responsibility Committee meetings were held during the financial year 2023-24.

The brief details of the Corporate Social Responsibility Committee are given in Corporate Governance
Report forming part of the Annual report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out
an annual performance evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Audit Committee, Nomination and Remuneration Committee.

The evaluation process covered the aspects which included Board structure and composition, frequency of
Board meetings, participation in the long term strategic planning, contribution to and monitoring of corporate
governance practices and the fulfilment of Directors’ obligation and fiduciary responsibilities, including but
not limited to, active participation at the Board and committee meetings.

This evaluation is led by the Chairman of the Board Governance, Nomination and Remuneration Committee
with specific focus on the performance and effective functioning of the Board. The result of the evaluation
is satisfactory and adequate and meets the requirement of the Company.

FAMILIAZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization
Programme for Independent Directors to familiarize them with the workings of the Company, their roles,
rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business
model etc. along with updating on various amendments in the Listing Regulations and the Companies Act,
2013. The policy on Familiarization Programme is uploaded on the website of the Company and can be
accessed through web link http://www.sumeetindustries.com/wp-content/uploads/2016/04/Familirisation-of-
Independent-Director.pdf

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 & section 2(51) of the Companies Amendment Act,
2017, the following are designated as Key Managerial Personnel of your Company by the Board in their
meeting held on 02.09.2024.

GENERAL DISCLOSURES j

Your directors state that no disclosure or reporting is required in respect of the following matters as there i
were no such transactions during the year under review: :

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any
scheme;

3) Your Company has not resorted to any buy back of its Equity Shares during the year under review;

4) Neither the Chairman and Managing Director nor the Whole time Directors of your Company
received any remuneration or commission during the year, from any of its subsidiaries;

5) No fraud has been reported by auditors under subsection (12) of Section 143;

6) The details of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
- Not Applicable

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under
review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the
Executives, Staff and workers of the Company for its success.

SUMEET INDUSTRIES LIMITED
Sd/- Sd/-

Radheshyam B. Jaju Pratik R. Jaju

Executive Director Executive Director

( DIN : 00789902 ) ( DIN : 01899119)

Place : Surat
Date : 02.09.2024