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Suumaya Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 56.57 Cr. P/BV 0.06 Book Value (Rs.) 136.32
52 Week High/Low (Rs.) 13/7 FV/ML 10/1 P/E(X) 0.00
Bookclosure 30/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2021-03 

The Directors are pleased to present the Tenth Annual Report of the Company along with Audited Accounts for the Financial Year ended March 31,2021.

FINANCIAL PERFORMANCE

The Company's financial performance (standalone and consolidated) for the year ended March 31,2021 is summarised below:

(I in crores)

Particulars

Standalone

Consolidated

FY2020-21

FY2019-20

FY2020-21

FY2019-20

Revenue from operations

2448.75

210.70

4262.25

210.70

Other Income

1.15

0.03

1.17

0.03

Total Revenue

2449.90

210.73

4263.42

210.73

Less: Total Expenses

2033.58

199.9

3798.80

199.93

Profit before Extraordinary Items and tax

416.32

10.80

464.62

10.80

Less: Current Tax

58.55

2.61

58.55

2.61

Deferred Tax

(0.01)

0.07

(0.02)

0.07

Profit after tax

357.78

8.12

406.09

8.12

Earnings per share

Basic (in H)

148.47

3.38

168.52

3.38

Diluted (in H)

141.15

3.38

160.21

3.38

PERFORMANCE REVIEW

Standalone:

The Company recorded stupendous operational revenue of H2448.75 crores during the financial year 2020-21 as compared to H210.70 crores in the previous financial year and has shown an exceptional increase of approximately 12 folds since the last year. The Net Profit during the financial year 2020-21 soared at H357.78 crores as compared to a Net Profit of H8.12 crores in financial year

2019- 20 translating to Basic Earnings Per Share at H148.47 for the financial year 2020-21 as against H3.38 in financial year 2019-20.

Consolidated:

The Company recorded operational revenue of H4262.25 crores during the financial year 2020-21 as compared to H210.70 crores in the previous financial year. The Net Profit during the financial year

2020- 21 was at H406.09 crores as compared to a Net Profit of 8.12 crores in financial year 2019-20 translating to Basic Earnings Per Share at H168.52 for the financial year 2020-21 as against H3.38 in financial year 2019-20.

BUSINESS PERFORMANCE

The Company operates mainly into two segments i.e. (i) Textile and (ii) Agri Produce which is as under:

Textiles

The Company is respected for one of the world's finest collections of Indo-western designer kurtis, an integral part of ethnic Indian fashion wear. The promoters possess more than 30 years of experience in the Indian Textile Business. The company specialises in the development

of patterns comprising the traditional and contemporary, enhancing owner pride. During the year under review, on account of Covid-19, the Company staggered its decision to expand into Modern Trade (especially exclusive brand outlets) and focused on protecting its working capital management (inventory and receivables). There was an improvement in the Company's working capital cycle for branded textiles business. All revenues generated from the garments business were derived from brands during the year under review.

The segment generated H863.92 crore during the year under review and contributed 35% to overall Standalone revenues of the company.

Agri Produce

During the last quarter of the financial year under review, the company forayed into Agri-Produce value chain business.

The Company's business is engaged in B2B trading of agricultural commodities (rice, wheat, pulses, sugar, chilly, maize, soyabean and chickpeas). The Company's procurement efficiencies ensure timely deliveries of bulk orders. The Company procures from aadhatiyas and mandis and sell to medium to large corporates, mill owners and MSMEs at regional and local level. The Company also optimizes the physical trade flows to create trade finance-generated liquidity in emerging markets for its customers.

The segment generated H1584.83 crore during the year under review and contributed 65% to overall Standalone revenues of the company.

IMPACT OF COVID

The COVID-19 pandemic translated into a global crisis, forcing Governments to enforce lockdowns of all economic activity.

Further it is informed that subsequent to the aforesaid allotment, the Promoter & Promoters Group Shareholding is increased from 31.81% to 41.68% of the total paid up share capital of the company and thereby increasing the Company's paid-up capital from H240,080,000/- to H280,680,000/- comprising of 28,068,000 Equity shares of face value of H10/- each.

As on March 31, 2021, the issued, subscribed and paid-up share capital of the Company stood at H28,06,80,000/-comprising 2,80,68,000 Equity Shares of H10/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations forms an integral part of this Report.

Sr.

No.

Name of Company

Relationship

Change

Effective Date

1.

Suumaya Agro Limited

WOS

Incorporated

September 26, 2020

2.

Suumaya Protective Texcorp Limited

WOS

Incorporated

September 29, 2020

3.

Suumaya Retail Limited

WOS

Incorporated

October 23, 2020

PUBLIC DEPOSITS

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, the Company has not accepted any public deposits during the year under review.

SHARE CAPITAL

Authorised Share Capital

During the year under the review the Company, Vide Members approval dated November 30, 2020, has increased Authorized Share Capital of the Company from H25,00,00,000/- crore (Rupees Twenty-Five crore Only) divided into 2,50,00,000 crore (Two crores Fifty Lakhs Only) equity shares of H10/- each to H54,00,00,000/- (Rupees Fifty-Four crore Only) divided into 5,40,00,000 (Five crore Forty Lakh Only) equity shares of H10/- each by creating additional 2,90,00,000 (Two crore Ninety Lakhs Only) equity shares of H10/- each ranking pari passu in all respects with the existing equity shares of the Company.

Paid-up Share Capital

During the year under review, the Company has converted and allotted 40,60,000 share warrants into equivalent number of Equity Shares of H10/- each fully paid up at a price of H75/- each in pursuance of the options exercised by the warrant holders, partially, as per terms and conditions approved by the Company through Postal Ballot dated November 30, 2020, according to the details mentioned below vide its Executive Committee meeting no. EC/ MIN/2020-21/02 held on March 24, 2021:

Sr.

No.

Name of Warrant holders

Category

Total No. of Warrants Allotted

No. of warrants for which option is exercised

No. of Equity shares allotted upon conversion of warrants on March 24, 2021

1

Ms. Ishita Gala

Promoter

24,62,000

100,000

100,000

2

Mr. Ushik Gala

Promoter Group

73,38,000

3,960,000

3,960,000

Total

98,00,000

4,060,000

4,060,000

Amongst the various covid hit sectors major one was Textile. The effect of COVID-19 on the Indian textiles industry was manifold. Be it demand or supply, inputs or output, the flu pandemic had impacted almost all facets of the Indian textiles industry. The global economy also faced crisis of unemployment due to increase in lay-offs by many Companies, cut-offs in monthly remuneration and businesses getting shut with increase in dilemma of survival all over the world.

For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers. With the support of Company's personnel, with utmost health care and safety, the Company continued to fight this pandemic with zero lay-offs and new recruits and contributed on a humanitarian front.

The rise of the novel coronavirus pandemic led to an increased demand for a variety of Medical devices and products especially, Face Masks and PPE kits which gave a positive growth trajectory to Medical Textiles. Having spent more than 3 decades in the textile sector, the Company ('Suumaya') found an opportunity to survive in such crisis by working through its core competency i.e., Textile and was agile enough to manufacture and supply Covid Essentials.

The Company's extended Medical Supply support across rural India and engagement provided an insight into the vast agri-business opportunity in the Country that led the Company to the foundation of one of its core businesses today i.e., Agri Business. First stepping stone to lay the foundation of vision of enhancing lives of people. Suumaya's 360-degree turnaround in 365 days of 2020 happened, from a Lifestyle Company to a large diversified conglomerate and the Company's sectors scaled up to Medical Textile, Agro and Retail.

CONSOLIDATED FINANCIAL STATEMENTS

A statement containing the salient features of the Financial Statements including the performance and financial position of each Subsidiaries, as per the provisions of the Act, is provided in the prescribed Form AOC-1 which is annexed as Annexure A.

Pursuant to Section 129 of the Act and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the attached Consolidated Financial statements of the Company and all its Subsidiaries and Associate Companies have been prepared in accordance with the applicable Ind AS provisions.

The Company will make available the said Financial Statements and related detailed information of the subsidiary companies upon the request by any Member of the Company. These Financial Statements will also be kept open for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate accounts in respect of subsidiaries are available on the website of the Company.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

Migration to NSE Main Board

The Company's shares were initially listed on Emerge (SME) Platform

r\f MsfirinGil Ffrirl/ FvrhAnno ('KKF'i i e> Tho Matirvnal Fvrhanno

of India Limited, Exchange Plaza, C-1, Block G, Bandra- Kurla Complex, Bandra (E), Mumbai - 400 051

During the year under the review, the Company has migrated to Main Board of NSE with effect from October 19, 2020.

Symbol - SUULD

Change of name of the Company

During the year under the review, the name of the Company has been changed from "Suumaya Lifestyle Limited" to "Suumaya Industries Limited" vide certificate of incorporation for change of name issued by Ministry of Corporate Affairs with effect from January 21,2021.

Issuance of Convertible Warrants on preferential basis

In accordance with the Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and Companies Act, 2013 read with Rules framed thereunder, the Members through Postal Ballot dated November 30, 2020 had approved the issue of 98,00,000 Convertible Warrants to persons belonging to Promoter and Promoter Group of the Company on a Preferential Basis having face value of H10/- (Rupees Ten Only) at an Issue Price of H75/- (Rupees Seventy Five Only) and are convertible into equivalent number of Equity Shares, fully paid-up, of the Company in one or more tranches within 18 months from the date of allotment. ("Warrants"). The Warrants were allotted in tranches on January 02, 2021, January 04, 2021 and January 06, 2021.

As stated in the offer document, the funds raised by the Company through preferential issue, have been fully utilised for working capital requirements and for general corporate purposes.

Alteration of Memorandum of Association

The Company vide Members' approval dated April 27, 2021 through Postal Ballot had amended the Main Objects of the Company and widened its business scope to Agriculture and its related Products and other allied activities.

Entering in top 1000 Listed Companies

As per NSE Market Capitalisation as on March 31,2021, the Company has entered into the frame of top 1000 listed companies of India.

CHANGE IN NATURE OF BUSINESS

During the year under review, the Company ventured in dealing in Medical Textiles and Agri-Produce Value Chain Business by utilizing its existing capacity building ability, wide networks, familiarity with business model, strong finance backing, skilled manpower. The Company considering the covid impact on economy saw an opportunity to adapt and survive and give humanitarian products business and envisioned "Suumaya 2.0" with a new mantra "New vision, New Direction, New Scale". For details, please refer to 'Management Discussion and Ananlysis Report, forming a part of Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the following companies have become Subsidiaries of the Company:

WOS - Wholly Owned Subsidiaries

During FY2021-22, Suumaya Trends LLP has been registered as Suumaya Trends Private Limited under the Companies Act, 2013 w.e.f. May 18, 2021.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at www.suumayalifestyle.com.

DIVIDEND AND RESERVES

Dividend: During the year under review, the Board of Directors has declared and paid an Interim Dividend of H0.25/- (2.5%) per equity share on the paid-up equity capital of the Company for the Financial Year 2020-21.

The Board of Directors has recommended a final dividend of H2.75/-(27.5%) per equity share on paid-up equity capital of the Company. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

The dividend payout is in accordance with the Company's Dividend Distribution Policy. In accordance with Regulation 43A of the Listing (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the 'Dividend Distribution Policy' has been hosted on the Company's website www.suumayalifestyle.com, is annexed as Annexure B.

Reserves:- The closing balance of the retained earnings of the Company for FY2020-21, after all appropriation and adjustments was H372.12 crore.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms a part of the Annual Report.

Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

ANNUAL RETURN

In accordance with the Companies Act, 2013, the Annual Return of the Company as on March 31, 2021 will be made available on the

Financial Officer (CFO) of the Company in accordance with Section 203 of the Act, with effect from November 02, 2020.

Resignation

Mr. Ankit Gala, resigned as an Independent Director of the Company with effect from November 02, 2020. Mr. Satpal Kumar Arora, resigned as an Independent Director of the Company effective from February 25, 2021. The Board places on record its sincere and deep appreciation for the services rendered by Mr. Ankit Gala and Mr. Satpal Kumar Arora during their tenure as Independent Director and Member of various committees of the Board of Directors of the Company.

Ms. Karishma Kaku resigned from the post of Chief Financial Officer (CFO) of the Company with effect from closing of business hours of November 01,2020.

Mr. Himanshu Ahuja, resigned as an Additional Non-Executive Director with effect from June 30, 2021.

Declaration of Independence by Independent Directors

All Independent Directors of the Company have given declarations that they meet the conditions of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

In the opinion of the Board, the independent directors possess the requisite integrity, expertise, experience (including proficiency) and qualifications.

The Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

There is no change in the circumstances affecting their status as Independent Directors of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the Board individually and as a whole along with the performance of the Committees was evaluated after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criterias are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 and Nomination and Remuneration Policy of the Company.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

Company's website after the ensuing Annual General Meeting and can be accessed www.suumayalifestyle.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Number of meetings of the Board of Directors

During the year under review, 8 (Eight) Board Meetings were convened and held, the details of which are provided in the 'Corporate Governance Report'.

Committee Position

The details of the composition of the Committees, meetings held, attendance of Committee members at such meetings and other relevant details are provided in the 'Corporate Governance Report'

Recommendation of Audit Committee

During the year under review, there were no instances of nonacceptance of any recommendation of the Audit Committee of the Company by the Board of Directors.

Director liable to retire by rotation

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Sejal Doshi (DIN: 08431221), Non- Executive Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming AGM on the terms and conditions mentioned in the Notice convening the AGM. A brief profile of Mr. Sejal Doshi (DIN: 08431221) has also been provided therein.

Re-appointment of Independent Director

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation, recommends the reappointment of Mr. Satish Jayantilal Khimawat for another term of five years on completion of his existing term of Office. The Board recommends the said appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting on the terms and conditions mentioned in the Notice convening the AGM forming part of Annual Report. A brief profile of Mr. Satish Jayantilal Khimavat have also been provided therein.

Appointment

On the recommendations of Nomination and Remuneration Committee, the Board had appointed Ms. Shruti Chaudhary (DIN: 02880771) as an Additional Non-Executive Independent Director w.e.f. March 31, 2021 for the first consecutive period of 5 years from the date of appointment with subject to member's approval at ensuing general meeting. Mr. Himanshu Ahuja (DIN: 07093051) was appointed as an Additional Non-Executive Director w.e.f April 03, 2021 and Dr. M. Narendra (DIN: 00536905) was appointed as an Additional Non-Executive Independent Director w.e.f. August 13, 2021 for the first consecutive period of 5 years from the date of appointment with subject to member's approval at ensuing general meeting.

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Sneha Shah as a Chief

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the 'Internal Control Systems and Adequacy' in the Management's discussion and analysis, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors to the best of the knowledge and belief and according to the information, explanations and representations obtained by them and after due enquiry, make the following statements in terms of Section 134(3)(c) and 134(5) of the Act that:

a) in the preparation of the annual accounts for the year ended March 31,2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee has framed a policy which lays down a framework in relation to appointment, performance evaluation and remuneration of Directors, Key Managerial Personnel and Senior Management Employees of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters in accordance with Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The criteria as aforesaid is given in the 'Corporate Governance Report'. The Nomination and Remuneration Policy is available at the Company's website and can be accessed www.suumayalifestyle.com.

AUDITORS

Statutory Auditors and Auditors' Report

M/s. Chahan Vora & Associates, Chartered Accountants, (FRN: 147060W), resigned vide their letter dated July 24, 2020 as the Statutory Auditor of the Company w.e.f. the Financial Year 2020-21.

M/s Naik Mehta & Co., Chartered Accountant, Mumbai (FRN: 124529W), Chartered Accountants were appointed as Auditors of the Company for a term of 5 (five) consecutive years commencing from April 01, 2020, at the annual general meeting held on September 29, 2020. The Auditors have confirmed that they are not disqualified to continue as the Statutory Auditors of the Company. They have also furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

Further, the report of the Statutory Auditors along with the notes on the Financial statements is enclosed to this Report. Auditors Report do not contain any qualifications, reservation, adverse remarks, observations or disclaimer on Standalone and Consolidated Audited Financial Statement for the year ended March 31,2021. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Rules framed thereunder, the Company has appointed M/s. Tushar Shridharani, Practicing Company Secretary, to undertake Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2021 is annexed herewith "Annexure C" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. There was no instance of fraud during the year under review, which required the Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

The Company has also obtained Secretarial Compliance Report for Financial Year 2020-21 from M/s. Tushar Sridharani, Practicing Company Secretary in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to the Regulation 24A of the Listing Regulations.

Compliance of Secretarial Standards

The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the company for the Financial Year 2020-21.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2021, all related party transactions/contracts/arrangements that were entered into by the Company were in the ordinary course of business and at arm's length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There have been no material significant related party transactions entered by the Company

with its Promoters, Directors, Key Managerial Personnel or Senior Management Personnel which may be in conflict with the interests of the Company at large.

All related party transactions were placed before the Audit Committee for its approval and review on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

In view of aforesaid, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Company's website at following web-link: www. suumayalifetyle.com

The details of related party transactions that were entered during Financial Year 2020-21 are given in the notes to the Financial Statements as per Ind AS 24, which forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER

The Company has adopted a Whistle Blower Policy as part of Vigil Mechanism to provide appropriate avenues to the Directors employees and third parties to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Code of Conduct of the Company. Employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Ombudsman (Chairperson of Audit Committee).

During the year under review, the Company has not received any complaint through vigil mechanism and no personnel have been denied access to the Audit Committee. The Whistle Blower Policy is available on the website of the Company www.suumayalifetyle.com

RISK MANAGEMENT POLICY

With the objective to identify, evaluate, monitor, control, manage, minimize and mitigate identifiable business risks, the Board of Directors have formulated and implemented a Risk Management Policy. The Risk Management committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

The purpose of risk management is to achieve sustainable business growth, protect the Company's assets, safeguard shareholders investments, ensure compliance with applicable laws and regulations and avoid major surprises of risks. The Policy is intended to ensure that an effective risk management framework is established and implemented within the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility ("CSR") Policy of the Company and initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure D" of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company's CSR Policy is available on our Company's website and can be accessed www.suumayalifestyle.com.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The 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).

PARTICULARSOFLOANS,GUARANTEESOR INVESTMENTS

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

In accordance with the requirements of Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding employees is given in "Annexure E" and forms an integral part of this Report.

PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The Company consciously makes all efforts to conserve energy across all its operations. Further the Company works on continuous technological absorption enhancement and time to time adoption and implementation of the same. A detailed report on energy conservation and technology absorption in accordance with the provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is annexed and marked as "Annexure F" to this Report the details of foreign earnings and outgo are as follows:

Foreign exchange earnings and Outgo

There are no Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of Financial Year 2020-21 till the date of this Report.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders have been passed by the Regulators/Courts/Tribunals impacting the going concern status and Company's operations in future.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ENVIRONMENT AND SAFETY

The environmental cleanliness and safety are a key focus area. The Company aims to grow its business while minimizing the adverse impact of expansion on the environment. The Company continually works with its vendors and suppliers to reduce the environmental

impacts of sourcing. Further in alignment with Company's safety standards and training provided employees adhere to required norms and comply with relevant statutory provisions. The Company provides a safe and healthy workplace with an aim to achieve zero injuries to all its employees and all stakeholders associated with the Company's operations.

The Company has established and implemented a Work From Home Policy (WFH) through which it enabled the employees to work from home. The Company has formulated health and safety protocols for all its employees including front end retail employees. Standard operating procedures at the Company's office warehouses and store premises include regular thermal scanning compulsory wearing of masks maintaining social distancing norms regular washing of hands with soap sanitization of premises and other safety procedures as prescribed by the appropriate authorities from time to time.

DISCLOSURES UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 ("the Act") and Rules made there under the Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. All retainers and employees in the Company have been made aware of the provisions of the Act and the Rules framed thereunder.

There is no case filed, during the Financial Year under the said Act hence the company has no details to offer.

ANNEXURES FORMING PART OF THIS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Sr.

No.

Particulars

Annexure

1.

AOC-1

A

2.

Dividend Distribution Policy, Nomination and remuneration policy

B

3.

Secretarial Auditor Report

C

4.

Annual Report on CSR activities

D

5.

Particular of Employees

E

6.

Particulars of Energy, Technology Absorption, Foreign Earnings and Outgo

F

APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, etc. The Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company


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