To
The Members,
Your Directors take pleasure in presenting the 12th Annual Report of Suumaya Industries
Limited (Formerly known as Suumaya Lifestyle Limited) ("the Company"/
"Suumaya") along with the summary of Standalone and Consolidated Financial
Statements for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE
(Rs. in Crores)
Particulars |
Standalone |
Consolidated |
|
FY2022-23 |
FY2021-22 |
FY2022-23 |
FY2021-22 |
Revenue from operations |
22.26 |
155.43 |
663.48 |
12816.24 |
Other Income |
14.08 |
5.35 |
93.94 |
6.35 |
Total Revenue |
36.34 |
160.78 |
757.41 |
12822.59 |
Less: Total expenditure before finance cost and depreciation |
187.35 |
173.77 |
1211.61 |
11498.23 |
Profit before Finance Cost, Depreciation, Exceptional Item and Tax |
(151.01) |
(12.99) |
(454.2) |
1324.36 |
Less: Finance Cost |
2.78 |
2.81 |
5.58 |
8.19 |
Profit before Depreciation, Exceptional Item and Tax |
(153.79) |
(15.8) |
(459.78) |
1316.17 |
Less: Depreciation and Amortisation Expense |
0.98 |
1.02 |
8.22 |
5.71 |
Profit before Exceptional Items and Tax |
(154.77) |
(16.82) |
(467.98) |
1310.46 |
Exceptional Item |
- |
279.33 |
- |
279.33 |
Profit before tax |
(154.77) |
(296.15) |
(467.98) |
1031.13 |
Less: Tax Expense |
- |
- |
- |
158.57 |
Profit for the period (A) |
(154.77) |
(296.15) |
(467.98) |
872.56 |
Other Comprehensive Income (OCI) (B) |
- |
- |
(2.34) |
- |
Total Comprehensive Income for the period (A + B) |
(154.77) |
(296.15) |
(470.32) |
872.56 |
Profit / Total comprehensive income attributable to: |
|
|
|
|
Owners of the group |
- |
- |
- |
- |
Non-controlling interest |
- |
- |
- |
- |
Paid-up Equity Share Capital (Face Value Rs.10 each) |
61.14 |
30.57 |
61.14 |
30.57 |
Earnings per share of Rs.10 each |
|
|
|
|
Basic (in Rs.) |
(2.53) |
(9.69) |
(7.69) |
28.55 |
Diluted (in Rs.) |
(2.53) |
(4.69) |
(7.69) |
13.83 |
Note: Figures for the previous financial year have been regrouped and reclassified to
conform to the classification of the current period, where necessary.
Further, the financial statements of the Company have been restated pursuant to the
Business Transfer Agreement between the Company and Suumaya Agro Limited, a wholly owned
subsidiary.
PERFORMANCE REVIEW
Standalone
The Company recorded operational revenue of Rs.22.26 Crores during the financial year
2022-23 as compared to Rs. 155.43 Crores in the previous financial year. The Net Loss
during the financial year 2022-23 was at Rs. 154.77 Crores as compared to a Net Loss of
Rs. 296.15 Crores in financial year 2021-22 translating to Basic Earnings Per Share at Rs.
-2.53/- for the financial year 2022-23 as against Rs. -9.69/- in financial year 2021-22.
Consolidated
The Company recorded operational revenue of Rs. 663.48 Crores during the financial year
2022-23 as compared to Rs. 12,816.24 Crores in the previous financial year. The Net Loss
during the financial year 2022-23 was at Rs. 467.98 Crores as compared to a Net Profit of
Rs. 872.56 Crores in financial year 2021-22 translating to Basic Earnings Per Share at Rs.
-7.69/- for the financial year 2022-23 as against Rs. 28.55 in financial year 2021-22.
BUSINESS PERFORMANCE
The Company operates mainly into four segments i.e. (i) Supply chain of Agri Produce
(ii) Retail and (iii) Polymer (iv) Textile which is as under:
Agri Produce
The Company ventured in the agri produce supply chain in the last quarter of 2021. The
Company with its robust business model and competitive cost has managed to gain
substantial credibility in the sector.
The Company's agri value supply chain business model involves B2B trading of unbranded
agricultural commodities (rice, wheat, pulses, sugar, chilly, maize, soyabean and
chickpeas) in bulk quantities. 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 revenue of Rs.391.18 Crore during the year under review and
contributed 58.96% to overall revenues of the company.
Retail
The retail segment of the Company comprised of sale of Textiles, Fabrics and Snacks
that generated revenue of Rs. 245.29 Crores and contributed 36.97% to overall revenues of
the Company.
Polymers
The Company has just started to venture into this product in the last year and
generated revenue of Rs. 19.81 Crores contributed 2.98% to overall revenues of the
Company.
Textiles
During the under review the Company has transfer the Brand business of the Company of
women ethnic wear to its wholly owned subsidiary as a going concern on a slump sale basis
for a lump sum consideration of Rs. 2.07 crore, as a going concern, effective from April
01, 2022 through execution of a Business Transfer Agreement.
Due to the restructuring, the textile segment has reported negative sales of Rs. 1.75
Crores.
Other Businesses
Other business segments generated a business of 8.94 Crore during the year under review
and contributed 1.35% to overall revenues of the company.
SUBSIDIARIES PERFORMANCE
The Company has 11 subsidiaries ofwhich 8 are wholly- owned subsidiaries, 2 are step
down subsidiaries and a subsidiary. The material subsidiaries of the Company contribute a
great deal in the consolidated financials of the Company.
Suumaya Agro Limited (SAL), material subsidiary of the Company generated a revenue of
Rs. 391.18 Crores in the year under review. It is one of the strongest pillars of Suumaya
Industries Limited (SIL). The operations of the Company are involved in B2B agri value
supply chain of non- braded agri produce like rice, wheat, clillies, cereals.
Suumaya Retail Limited (SRL), another material subsidiary of the Company generated a
revenue of Rs. 12.59 Crores in the year under review. It is another strong pillar of the
Company. Moreover, the Company has transferred its' traditional brand business to SRL with
effect from April 01, 2022 through a Business
Transfer Agreement. Your Directors are confident that SRL with its expertise in retail
segment will help increase the stake holders value at a consolidated level.
The details of other subsidiaries form a part of AOC- 1 that forms a part of this
report.
CONSOLIDATED FINANCIAL STATEMENTS
A statement containing the salient features of the Financial Statements including the
performance and financial position of each Subsidiary as per the provisions of the
Companies Act, 2013 (the "Act"), is provided in the prescribed Form AOC-1 which
is annexed as "Annexure 1".
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 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 AND FROM THE END OF THE FINANCIAL YEAR
2022- 23 TILL THE DATE OF THIS REPORT
Striking off wholly owned subsidiaries
The Board of Directors of the Company has proposed to strike off the following wholly
owned subsidiaries and subsidiary due to no business activities:
1. Suumaya Agro Warehousing Limited
2. Suumaya Capital Limited
3. Suumaya Protective Texcorp Limited
4. Suumaya Consumer Beverages Limited
5. Suumaya Industries Pte. Ltd.
6. Suumaya Innovations Limited (Subsidiary)
Disinvestment in Step-down subsidiary
During the period under review, the Company's wholly owned subsidiary Suumaya Retail
Limited sold 64,00,000 equity shares of its subsidiary White Organic Retail Limited and
thus reduced its stake from 55.01% to 35.45%. White Organic Retail Limited thus ceased to
be Subsidiary of the Suumaya Retail Limited and is classified as an Associate Company.
Disinvestment in Wholly Owned Subsidiary
Suumaya Trends Private Limited (STPL)
During the period under review the Company acquired 36% in STPL at face value and
consequently, STPL became its wholly owned subsidiary w.e.f. October 27, 2022. Further,
the Board in its meeting held on March 11, 2023 approved divestment of 100% stake in STPL
to certain members of promoter group. The disinvestment was completed on March 31, 2023,
by transferring at face value and STPL ceased to be a subsidiary of the Company effective
the said date.
Suumaya Trans Logistics Limited (STLL)
The Board of Directors in its Meeting held on May 15, 2023 approved the divestment of
100% stake in Suumaya Trans Logistics limited (STLL). The disinvestment was completed on
May 31, 2023 by transferring at Rs. 12/- per share and STLL ceased to be a Wholly Owned
Subsidiary of the Company effective the said date.
Suumaya Infotech Private Limited (SIPL)
The Board of Directors in its Meeting held on August 11, 2023 approved the divestment
of 100% stake in Suumaya Infotech Private Limited (SIPL). The agreement is yet to be
executed. Further details shall be intimated to the exchange once the agreement is
executed and shares are transferred.
Suumaya Agro Limited (SAL)
The Board of Directors in its Meeting held on August 11, 2023 approved the divestment
of 100% stake in Suumaya Agro Limited (SAL). The Company is looking for a suitable buyer
for the same and the details shall be intimated to the exchange once the details are
finalised and subsequently approved by the Board.
Cancellation of Convertible Warrants and reserved Bonus Shares:
The Company had allotted 98,00,000 Convertible Warrants at an issue price of Rs.75/-
per Convertible Warrants ("Warrants"), on Preferential basis, to Ms. Ishita Gala
and Mr. Ushik Mahesh Gala, persons belonging to Promoter and Promoter Group Category
("Warrant holders") during FY 2020-21. In accordance with Chapter V of ICDR
Regulations, the Warrant holders are entitled to exercise the right attached to the said
Warrants and subscribe to one Equity Share each against each Warrant, within a period of
18 months from the date of allotment of such warrants, i.e., on or before July 06, 2022.
65,59,655 Warrants had been converted during FY 21-22 and allotment of Equity Shares in
lieu of Warrants was made. The remaining 32,40,345 Warrants stand cancelled/lapsed and the
consideration of Rs.6,07,56,469/- being 25% of consideration amount as per ICDR
Regulations, received from the Warrant holders towards allotment of said Warrants, was
forfeited by the Company in accordance with the terms of the said Warrants and as per the
provisions of ICDR Regulations.
Therefore, by virtue of above cancellation/lapse of 32,40,345 Convertible Warrants, the
equivalent number of Bonus Share issued to and as reserved for allotment to the Warrants
holders also stood automatically cancelled.
Issue of Shares on Preferential Basis
During the period under review, the Board had approved the preferential issue of upto
2,06,00,000 equity shares for cash to Mr. Anubhav Batra, Mr. Sanjay Doshi, Mr. Devang
Shah, M/s. Nextpact Limited and M/s. AG Dynamic Funds Ltd. and upto 48,50,000 equity
shares by conversion of Unsecured Loan in the meeting held on February 4, 2023 to M/s.
Bhavna Auto Pureinfra Private Limited. The Company had availed an Intercorporate Deposit
of Rs. 5.20 crores from Bhavna Auto Pureinfra Private Limited in tranches.
Approval of shareholders in terms of Section 42, 62(1) (c) was obtained by way of a
special resolution on April 17, 2023 only for preferential issue of up to 16,25,000 fully
paid-up equity shares of the Company, having face value of Rs.10/- each at a premium of
Rs. 22/- each to M/s. Bhavna Auto Pureinfra Private Limited by conversion of existing
outstanding loan to the extent of Rs. 5,20,00,000/- which was extended by the Proposed
allottee to the Company to meet immediate working capital needs & general corporate
purposes.
The Board of Directors of the Company approved the allotment of 16,25,000 equity shares
of Rs. 10 of the Company, at a price of Rs. 32/- per share (including share premium of Rs.
22/-), on preferential basis, to M/s. Bhavna Auto Pureinfra Private Limited, persons of
non-promoter category, vide resolution passed by circulation on April 29, 2023.
In-principle approval for listing was granted by NSE on April 5, 2023 and the trading
approval was granted on June 30, 2023.
Further on August 11, 2023, the Board rescinded the preferential issue of upto
2,06,00,000 equity shares for cash to Mr. Anubhav Batra, Mr. Sanjay Doshi, Mr. Devang
Shah, M/s. Nextpact Limited and M/s. AG Dynamic Funds Ltd. It further approved allotment
of up to 5,45,00,000 equity shares in one or more tranches to the following persons:
1. First Orgacon Private Limited
2. Mr. Sanjay Doshi
3. Ms. Bhakti Shah
4. Nexpact Limited- FPI
5. AG Dymanic Funds Ltd.- FPI
6. Mr. Dhanesh Shah
7. Ms. Falguni Shah
The Board had further approved conversion of Inter Corporate Deposits availed from the
following persons up to 1,00,00,000 equity shares by conversion of Unsecured Loan:
1. M/s. Boston Ivy Healthcare Solutions Private Limited
2. M/s. Bhavna Auto Pureinfra Private Limited
The above allotment shall be subject to shareholders approval.
The Company at the ensuing Annual General Meeting proposes to seek approval from the
shareholders of the company by way of a special resolution, issuance and allotment of
shares on preferential basis, by way of fresh issue and conversion of unsecured loan to
equity to the persons/ entities as mentioned in the resolution and explanatory statement
annexed to the Notice of the ensuing Annual General Meeting. Details of the abovementioned
issue and allotment are mentioned in the Notice of the ensuing Annual General Meeting.
CHANGE IN NATURE OF BUSINESS
During the year under review there is no change in the nature of business of the
Company. However, the Board in compliance with the provisions of section 180(1)(a) of the
Companies Act, 2013 at their meeting held on March 11, 2023, approved the transfer of
Company's existing Agro Business to wholly owned subsidiary, Suumaya Agro Limited, under
slump sale basis for a lump sum consideration of Rs. 875 crore, as a going concern,
effective from February 28, 2023 through execution of a Business Transfer Agreement &
subsequently approved by members on April 17, 2023.
Further, the Board at its meeting on February 4, 2023, approved the alteration of the
Object Clause of the Memorandum of Association of the Company to reflect the elaborate
product categories, which was further approved by the Members through Postal Ballot dated
April 17, 2023.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The details of Subsidiaries, Joint Venture and Associate Companies are provided in the
prescribed Form AOC- 1 which is annexed as "Annexure 1".
During the year under review and from the end of the financial year till the date of
this report, the following companies have become ceased to be Subsidiaries of the Company:
Sr. No. |
Name of Company |
Relationship |
Change |
Effective Date |
1. |
Suumaya Trends Private Limited |
Company in which Relative is Director |
Divestment |
March 31, 2023 |
2. |
Suumaya Trans Logistics Limited |
Separate Entity |
Divestment |
May 31, 2023 |
The Company has formulated a Policy for determining Material Subsidiaries. The Policy
is available on the Company's website and can be accessed at
https://Suumaya.com/wp-content/uploads/2023/07/9.-Materiality- on-Subsidiaries.pdf .
DIVIDEND AND RESERVES
Dividend: The Board of Directors does not recommend any Dividend for the financial
year 202223.
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 at https://Suumaya.com/
wp-content/uploads/2023/07/6.-Revised-Dividend- Distribution-policy.pdf is annexed as "Annexure
2".
Reserves: The closing balance of the retained earnings of the Company for financial
year 2022-23, after all appropriation and adjustments was Rs. -284.70 Crores.
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
Authorized Share Capital
The Board of Directors at their meeting held on February 4, 2023 has proposed the
increase of Authorized Share Capital of the Company from Rs. 75.00. 00.000/- (Rupees
Seventy-Five Crore Only) divided into 7,50,00,000 (Seven Crore and Fifty Lakh) Equity
shares of Rs. 10/- each to Rs. 125,00,00,000/- (Rupees One Hundred and Twenty-Five Crore
Only) divided into 12,50,00,000 (Twelve Crore Fifty Lakh) Equity shares of Rs. 10/- each
by creating additional 5.00. 00.000 (Five Crore) Equity Shares of Rs. 10/- ranking pari
passu in all respects with the existing equity shares of the Company. Shareholder of the
Company has approved the resolution through postal ballot dated April 17, 2023.
Paid-up Share Capital
Your Board at its meeting held on February 4, 2023, approved and recommended the
Conversion of conversion of existing or future outstanding loan to the extent of Rs. 15
crore of M/s. Bhavna Auto Pureinfra Private Limited and issue of upto 48,50,000 Equity
Shares on preferential basis subjects to the approval of Shareholders which was approved
by the Shareholders through postal ballot dated April 17, 2023 and conversion of and its
allotment approved by the Board on April 29, 2023. Your Company allotted 16,25,000 fully
paid-up Equity Shares of face value Rs.10/- each. Pursuant to the said allotment of Equity
Shares, the paid -up and issued share capital of your Company has increased from Rs.
61,13,53,100/- (divided into 6,11,35,310 equity shares of the face value of Rs.10/ each)
to Rs.62,76,03,100/- (divided into 6,27,60,310 equity shares of the face value of Rs.10/
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.
CORPORATE GOVERNANCE REPORT
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.
A Certificate from Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the report on Corporate Governance.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations, top 1000 listed entities based on
market capitalization, has to file a Business Responsibility and Sustainability Report on
the environmental, social and governance disclosures, in the format as may be specified by
the Board from time to time and Company has not fall in the top 1000 listed entities for
the Financial Year 2022-23 and accordingly requirement of Business Responsibility and
Sustainability Report is not applicable.
ANNUAL RETURN
In accordance with the Companies Act, 2013, the Annual Return of the Company as on
March 31, 2023, will be made available on the Company's website after the ensuing Annual
General Meeting and can be accessed at https://Suumaya.com/investors/annual- return/.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Number of meetings of the Board of Directors
During the year under review, 9 (Nine) 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 non-acceptance 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.
Appointment and Resignation
The details of appointment and resignation of directors during the financial year
2022-23, are provided in the Corporate Governance Report'.
During the financial year 2022-23, following changes took place in Key Managerial
Personnel:
a. Ms. Shruti Chaudhary resigned as an Independent Director of the Company w.e.f. June
24, 2022;
b. Mr. Narendra Mairpady resigned as an Independent Director of the Company w.e.f.
September 13, 2022;
c. Ms. Sujata Singhi was appointed as Additional Non-executive Independent Director
w.e.f. September 6, 2022, and regularize as Nonexecutive Independent Director in the 11th
Annual General Meeting held on September 30, 2022, subsequently resigned w.e.f. January
14, 2023.
d. Ms. Archana Chirawawala was appointed as Additional Non-executive Independent
Director w.e.f. September 6, 2022, and regularize as Nonexecutive Independent Director in
the 11th Annual General Meeting held on September 30, 2022.
e. Mr. Sunil Kumar Sharma resigned as Jt. Company Secretary and Compliance Officer of
the Company w.e.f. October 07, 2022;
f. Ms. Meghal Mehta appointed as a Company Secretary and Compliance Officer of the
Company w.e.f. October 15, 2022;
g. Ms. Kritika Chauhan resigned as a Company Secretary and Compliance Officer of the
Company w.e.f. November 15, 2022;
h. Mr. Som Sagar was appointed as Additional Nonexecutive Director w.e.f. February 4,
2023, and subsequently regularize as Non-executive Director vide Postal Ballot dated April
17, 2023.
i. Mr. Ashutosh Chandra appointed as Additional Non-executive Independent Director
w.e.f. February 4, 2023, and regularize as Non-executive Independent Director vide Postal
Ballot dated April 17, 2023. Subsequently resigned w.e.f. April 29, 2023.
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 Board evaluation was carried out on Febuary 04, 2023. 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. The said criteria
provide certain parameters like Diligence & participation in meetings, contribution to
decision making, maintain confidentiality, interpersonal relationship with fellow board
members, attendance, acquaintance with business, communication inter se between board
members, effective participation, domain knowledge.
The above criteria 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.
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'
section 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, 2023, 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 of March 31, 2023 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 at https://Suumaya.com/
wp-content/uploads/2023/07/10.-Nomination-and- Remuneration-Policy.pdf .
AUDITORS
Statutory Auditors and Auditors' Report
M/s Naik Mehta & Co., Chartered Accountant, Mumbai (FRN: 124529W), 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. There are no qualifications, reservations or
adverse remarks or disclaimers in the said Report. However, there have been a few comments
about the company's compliance delays under emphasis of matter during the preview year,
and the management ensures that these occurrences will not recur in the future.
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 and Reports
Pursuant to the provisions of Section 204 of the Act and Rules framed thereunder, the
Company has appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries, to
undertake Secretarial Audit of the Company for the financial year 202223. The Secretarial
Audit Report in Form MR-3 for the financial year ended March 31, 2023 is annexed herewith "Annexure
3" to this Report.
There are qualifications, reservations or adverse remarks or disclaimers in the said
Report. There also have been a few comments about the company's compliance delays under
emphasis of matter during the preview year, and the management ensures that these
occurrences will not recur in the future.
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 2022-23
from M/s. Vinod Kothari & Company, Practicing Company Secretaries in relation to
compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder,
pursuant to the Regulation 24A of the Listing Regulations.
Further, pursuant to provisions of Regulation 24A of the Listing Regulations, Suumaya
Retail Limited ("SRL") and Suumaya Agro Limited ("SAL") are unlisted
material subsidiaries of the Company in terms of Regulation 16(1)(c) of the Listing
Regulations. The Secretarial Audit Report submitted by the Secretarial Auditors of SRL and
SAL are also annexed as "Annexure 3A" and "Annexure 3B" to this
Report.
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 2022-23.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company is in compliance with all mandatory applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2023, 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. However, details of some related party transactions at
arm's length basis are provided in Form AOC-2 annexed herewith as "Annexure
4". The Policy on Related Party Transactions as approved by the Board can be
accessed on the Company's website at https://Suumaya.com/wp-content/
uploads/2023/07/15.-Revised-Related-Party-Policy. pdf.
The details of related party transactions that were entered during Financial Year
2022-23 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 at https://Suumaya.com/
wp-content/uploads/2023/07/18.-Whistle-Blower- Policy.pdf .
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. The Risk Management Policy is available on the website of the Company at
https://Suumaya.com/ wp-content/uploads/2023/07/16.-Risk-Managemnet- Policy.pdf .
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 5" 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 at
https:// Suumaya.com/wp-content/uploads/2023/07/4.-
Corporate-SociaI-Responsibility-Revised-12.02.2021. pdf .
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).
PARTICULARS OF LOANS, GUARANTEES OR 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 6" 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 7" to this Report and 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 2022-23 till the date of this Report.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, there was no other significant / material order passed by any
regulator, court or tribunal on your Company impacting the going concern status and
Company's operations in future except as mentioned:
On May 31, 2023, an adjudication order was passed by SEBI and a penalty of Rs.
1,00,000/- was levied on the Company due to delay in filing of disclosure pursuant to
Regulation 30 (2), Regulation 30 (6) and clause A6 of part A of schedule III of SEBI LODR
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016.
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during
the year under review.
DETAILS OF DIFFERENCE BETWEEN THE VALUATION AT THE TIME OF AVAILING LOAN FROM THE BANKS
AND FINANCIAL INSTITUTIONS AND DIFFERENCE BETWEEN THE VALUATION AMOUNT ON ONE TIME
SETTLEMENT
During the year under review, there were no instances of one-time settlement with any
Bank or Financial Institution.
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.
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 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. To build awareness in this area the Company
has been conducting induction/refresher programs through external consultants and its
in-house training team in the organization on a continuous basis.
There is no case filed during the Financial Year under the said Act hence the company
has no details to offer.
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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By order of the Board of Directors |
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Suumaya Industries Limited |
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Sd/- |
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Ushik Mahesh Gala |
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Chairman and Managing Director |
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DIN:06995765 |
Date: August 11, 2023 |
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Place: Mumbai |
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Registered Office: |
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Wing B, 20th Floor, Lotus Corporate Park, |
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Western Express Highway, Goregaon (East), |
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Mumbai 400063, Maharashtra India. |
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Phone: +912269218000 |
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Email: sil.cs@suumaya.com |
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Website: www.suumaya.com |
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