powergrid infrastructure investment trust share price Directors report

To,

The Members,

Suumaya Corporation Limited

(Formerly known as Rangoli Tradecomm Limited)

Your directors have pleasure in presenting the Fourteenth (14^th) annual report of your Company since its incorporation and Third year of listing of shares of the Company on SME Platform of BSE Limited, on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL SUMMARY

Companys financial result for the year ended March 31, 2023, is summarized below:

(Amounts in Crores)

Description	F.Y. 2022-23	F.Y. 2021-22
Revenue from operations	39.11	3,362.94
Other Income	1.66	1.07
Total Revenue	40.78	3,364.01
Less: Purchases of stock in trade	5.12	3,165.83
Less: Changes in Inventory	70.72	173.99
Less: Employee Benefit Expenses	0.14	1.56
Less: Other Expenses	2.46	18.40
EBIDTA	(37.66)	4.24
Less: Finance Costs	0.05	1.80
Less: Depreciation Expenses	0.20	0.25
Total Expenses	78.69	3361.82
Profit before Extraordinary Items and tax	(37.91)	2.19
Less: Current Tax	-	1.90
Deferred Tax	-	-
Profit after tax	(37.91)	0.29

REVIEW OF BUSINESS OPERATIONS AND ITS PERFORMANCE

The Company is engaged in the business of supply chain of Polymers, Textile products, Non-ferrous Metals and Chemical Additives, whereby Polymer includes commodity polymers and Textiles includes yarns, threads, fabrics and agro products there is no change in the business.

Your Company functions on two business models for supplying products:

1) Business 2 Business model (B2B) and

2) Business 2 Customer model (B2C).

The company was able to achieve a turnover of Rs. 40.78 Crore in the current year making a steep decrease of 98.78% in turnover as compared to the previous financial year. Correspondingly the company has incurred loss of Rs 37.91 crore in the current year.

STATE OF AFFAIRS OF COMPANYS BUSINESS

The Company executes supply chain by providing raw materials mainly to the SME and MSME sector thus bridging the gap for these players in a cost efficient manner. The core product for which your Company facilitates supply chain are textile products which includes yarn, threads and fabrics. Polymers which includes commodity polymers like PVC, HDPE, LDPE, LLDPE PP etc. It also started trading of agro products like wheat, rice and dal.

TRANSFER TO RESERVES

In view of the losses, your Directors do not propose to transfer any amount to the General Reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis forms part of this annual report.

CORPORATE GOVERNANCE REPORT

Since the Company is listed on SME Platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to your Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial controls of your company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DIVIDEND

Considering the financial results of the Company for 2022-23 and the unsettled business environment, the Company is unable to declare dividend for the current year.

DEPOSITS

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

STOCK EXCHANGE

The Companys shares are listed on the SME Platform of BSE Limited (BSE) situated at Phiroze Jeejobhoy Towers, Dalal Street, Mumbai-400001 with the symbol SUUMAYA.

LISTING FEES

Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contracts/arrangements/transactions entered by your Company during the financial year with related party were on arms length basis and in the ordinary course of the business and were in compliance with the applicable provisions of the Act. There were no material significant related party transactions made by the Company with Directors or other designated persons which may have potential conflict with interest 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 is not applicable to the Company. However, details of some material related party transactions at arms length basis are provided in Form AOC-2 annexed herewith as "Annexure-B". The Policy on Related Party Transactions as approved by the Board can be accessed on the Companys website at www.suumayacorporation.com

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 AS 24, which forms part of the annual report.

PARTICULARS OF LOAN(S), guarantee(s) OR investment(s) MADE UNDER SECTION 186 OF THE ACT

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 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 Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed and marked as "Annexure - C" to this Report and the details of foreign earnings and outgo are as follows:

Foreign Exchange Earnings and Outgo: (if any)

(Rs. in Crores)

Particulars	2022-23	2021-22
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

MATERIAL CHANGES AND COMMITMENTS

a.) Shifting of Registered Office of the company.

During the year under review, pursuant to the resolution passed through circulation by the board of directors of the company on March 15, 2023, Registered office of the company was shifted form 19B, B Ganguly Street, 2nd Floor, Kolkata - 700012, West Bengal to 542 to Grand Trunk Road, Near Mullick Fatak, Howrah Railway Station, Kolkata, West Bengal, India 711101 which is within the local limits of the city where the Registered Office of the Company is situated.

b.) Migration of the company to Main Board.

The Board at its meeting held on May 27, 2023 had approved the migration of the Company to main board and the same. The same is pending for shareholders approval.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review. CHANGES IN SHARE CAPITAL

There is no change in the Share Capital of the Company in financial year 2022-2023 HOLDING AND SUBSIDIARY COMPANY

Your Company has no holding or subsidiary company as on the date of the report. ASSOCIATE COMPANY & JOINT VENTURE

The Company does not have any Associate Company or Joint Venture within the meaning of Section 2(6) of the Act during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL Changes in Directors & Key Managerial Personnel

During the year, the following changes took place in the Composition of Directors and Key Managerial Personnel:

Name	Date of Change	Details
Ms. Sushmita Agarwal (DIN: 09044546)	June 03, 2022	Resigned as Non-Executive Independent Director
Ms. Radhika Gosrani	June 09, 2022	Resigned as Chief Financial Officer (CFO)
Ms. Shruti Chaudhary (DIN: 02880771)	June 24, 2022	Resigned as non- Executive Independent Director
Mr. Abhay Kumar Sethia (DIN: 09721583)	September 03, 2022	Appointed as Non-Executive Independent Director
Ms. Archana Chariwawala (DIN: 09721625)	September 03, 2022	Appointed as Non-Executive Independent Director
Ms. Pooja Shah	September 03, 2022	Appointed as Chief Financial Officer (CFO)
Ms. Shweta Sarvaiya	January 20, 2023	Resigned as Company Secretary & Compliance officer

Changes in Directors and KMP during the current financial year 2023- 2024

Name	Date	Particulars of events
Mr. Kartik Sharma	April 01, 2023	Appointed as Company Secretary & Compliance officer
Mr. Kartik Sharma	May 18, 2023	Resigned as Company Secretary & Compliance officer
Ms. Pooja Shah	June 16, 2023	Resigned as Chief Financial Officer (CFO)
Ms. Preeti Jangid	August 29, 2023	Appointed as Company Secretary & Compliance officer

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association, Mr. Sharad Jain (DIN: 01686035) retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for reappointment.

The Board recommends his reappointment for the consideration to the Members for their approval at the ensuing Annual General Meeting on the terms and conditions mentioned in the Notice convening the AGM. A brief profile of Mr. Sharad Jain (DIN: 01686035) has also been provided therein.

Declaration of Independence by Independent Directors

The Company has received all the necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act. There has been no change in the circumstances which may affect their status as independent director during the year.

The Ministry of Corporate Affairs (MCA) vide Notification No. G.S.R. 804(e) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). 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.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications. Companys Policy on Directors Appointment, Remuneration etc.

The Nomination and Remuneration Committee of the Company is in place and is available on the Companys website i.e., https://suumayacorporation.com/board- committees/.

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 SEBI Listing Regulations.

The performance of the board was evaluated by the Board 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, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. 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. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed performance of individual directors on the basis of criteria such as the 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.

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.

Your Company has formulated a formal policy on Board Evaluation and the same has been placed on the website of the Company- https://suumayacorporation. com/wp-content/uploads/2022/02/ Board-Performance-Evaluation-Policy.pdf Number of Board Meetings As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors report that during the Financial Year 2022-23, the Board met at regular intervals to discuss and review the business operations. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1. The notice of Board meeting including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013. During the year under review, 8 (Eight) meetings of the Board of Directors were convened and held on the following dates 17 May, 2022, 30 May 2022, 03 September 2022, 03 September 2022, 18 October2022, 02 December 2022, 15 February 2023, 30 March, 2023.

Board Meetings held FY 2022-2023 (Attended-Yes/ No)
Name of Directors	17-May-22	30-May 22	03-Sep 22	03-Sep-22	18-Oct-22	02-Dec-22	15-Feb-23	30-Mar-23
Mr. Ushik Mahesh Gala Chairman & Managing Director	Yes	Yes	Yes	Yes	No*	No*	Yes	Yes
Ms. Ishita Gala, Non-executive Director	Yes	Yes	Yes	Yes	Yes	No*	Yes	Yes
Mr. Sejal Doshi, Non-Executive Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Sharad Jain, Non-Executive Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Satish Khimawat, Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Ms. Sushmita Agarwal, Independent Director (Up to June 03, 2022)	No*	Yes	-	-	-	-	-	-
Ms. Shruti Chaudhary, Independent Director (Up to June 24, 2022)	Yes	No*	-	-	-	-	-	-
Mr. Abhay Sethia, Independent Director	-	-	-	Yes	Yes	Yes	Yes	Yes
Ms. Archana Chirawawala Independent Director	-	-	-	Yes	Yes	Yes	Yes	Yes

*Leave of Absence was granted.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

The Company has constituted various committees in accordance with the provisions of the Companies Act, 2013 the details of which are given as under:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

D. Corporate Social Responsibility Committee.

A. Audit Committee

Your Company has duly constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on January 27, 2021.

Composition of Audit Committee

Name of Director	Position in the Committee	Designation
Mr. Sharad Jain	Chairman	Non-Executive Director
Mr. Sejal Doshi	Member	Non-Executive Director
Mr. Satish Khimawat	Member	Independent Director
Mr. Sushmita Agarwal#	Member	Non- Executive Independent Director
Ms. Shruti Chaudhary*	Member	Non- Executive Independent Director
Ms. Archana Chirawawala (DIN: 09721625)**	Member	Non-Executive Independent Director
Mr. Abhay Kumar Sethia (DIN:09721583)**	Member	Non-Executive Independent Director

* Ceased w.e.f. June 24, 2022.

# Ceased w.e.f. June 09, 2022.

** Appointed w.e.f. September 03, 2022

During the year under review, 4 (Four) meeting of the Audit Committee were convened and held on the following dates 30 May 2022, 03 September 2022, 18 October 2022 & 15 February 2023 as per the applicable provisions of the Companies Act, 2013.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

Audit Committee Meetings held in FY 2022-2023 Attended-Yes/ No)
Name of Committee Members	31-May-21	03-Sep-22	18-Oct-22	15-Feb-23
Mr. Sharad Jain, Chairman of Audit Committee Meeting	Yes	Yes	Yes	Yes
Mr. Sejal Doshi, Member of Audit Committee Meeting	Yes	Yes	Yes	Yes
Mr. Satish Khimawat, Member of Audit Committee Meeting	Yes	Yes	Yes	Yes
Ms. Sushmita Agarwal, Member of Audit Committee Meeting (upto 03 June 2022)	Yes	-	-	-
Ms. Shruti Chaudhary, Member of Audit Committee Meeting (upto June 24, 2022)	No*	-	-	-
Ms. Archana Chirawawala Member of Audit Committee Meeting	-	Yes	Yes	Yes
Mr. Abhay Kumar Sethia Member of Audit Committee Meeting	-	Yes	Yes	Yes

*Leave of Absence was granted.

B. Nomination and Remuneration Committee

Your Company has constituted a Nomination and Remuneration Committee which ensures effective compliances as mentioned in section 178 of the Companies Act 2013, vide resolution passed at meeting of the Board of Directors held on January 27, 2021.

Composition of Nomination and Remuneration Committee (NRC):

Name of Director	Position in the Committee	Designation
Mr. Satish Khimawat	Chairman	Independent Director
Mr. Sharad Jain	Member	Non-Executive Director
Mr. Sejal Doshi	Member	Non-Executive Director
Ms. Shruti Chaudhary*	Member	Non- Executive Independent Director
Ms. Archana Chirawawala (DIN: 09721625)**	Member	Non-Executive Independent Director
Mr. Abhay Kumar Sethia (DIN:09721583)**	Member	Non-Executive Independent Director

* Ceased w.e.f. June 24, 2022.

** Appointed w.e.f. September 03, 2022.

The Nomination & Remuneration Policy and Code of conduct and appointment of Independent Directors is available on the website of your Company https:// suumayacorporation.com/policies/ .

During the year under review, 2 (Two) meeting of the Nomination and Remuneration Committee were convened and held on the following dates 03 September, 2022 & 30 March 2023 as per the applicable provisions of the Companies Act, 2013.

Date of NRC Committee Meetings held (Attended-Yes/ No)
Name of Committee Members	03-Sept-22	30-Mar-23
Mr. Satish Khimawat, Chairman of NRC Committee Meeting	Yes	Yes
Mr. Sharad Jain, Member of NRC Committee Meeting	Yes	Yes
Mr. Sejal Doshi, Member of NRC Committee Meeting	Yes	Yes
Ms. Archana Chirawawala, Member of NRC Committee Meeting	Yes	Yes
Mr. Abhay Kumar Sethia, Member of NRC Committee Meeting	Yes	Yes

C. Stakeholders Relationship Committee

Your Company has constituted a Stakeholders Relationship Committee to redress the complaints of the members as per the provisions of Section 178(5) of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on January 27, 2021.

Composition of Stakeholders Relationship Committee:

Name of Director	Position in the Committee	Designation
Mr. Sejal Doshi	Chairman	Non-Executive Director
Mr. Ushik Mahesh Gala	Member	Chairman and Managing Director
Ms. Ishita Gala	Member	Non-Executive Director

During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee were convened and held on dates 28 March, 2023 as per the applicable provisions of the Companies Act, 2013.

Date of SRC Committee Meetings held (Attended-Yes/ No)
Name of Committee Members	28-Mar-23
Mr. Sejal Doshi, Chairman of SRC Committee Meeting	Yes
Ms. Ishita Gala, member of SRC Committee Meeting	Yes
Mr. Ushik Mahesh Gala, member of SRC Committee Meeting	Yes

D. Corporate Social Responsibility Committee

Your Company has constituted Corporate Social Responsibility activities per the provisions of Section 135 of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on May 31, 2021.

Composition of Corporate Social Responsibility Committee:

Name of Director	Position in the Committee	Designation
Ms. Ushik Mahesh Gala	Chairman	Chairman & Managing Director
Mr. Satish Khimawat	Member	Independent Director
Mr. Sejal Doshi	Member	Non- Executive Director
Ms. Ishita Gala	Member	Non- Executive Director

During the year under review, 1 (One) meeting of the Corporate Social Responsibility Committee were convened and held on 03 September 2022 as per the applicable provisions of the Companies Act, 2013.

Date of CSR Committee Meetings held (Attended-Yes/ No)
Name of Committee Members	03-Sep-22
Mr. Ushik Mahesh Gala, Chairman of the CSR Committee Meeting	Yes
Mr. Satish Khimawat, Member of CSR Committee Meeting	Yes
Mr. Sejal Doshi, Member of CSR Committee Meeting	Yes
Ms. Ishita Gala, Member of CSR Committee Meeting	Yes

AUDITORS:

Statutory Auditor

M/s. Aniket Kulkarni & Associates , Chartered Accountant, Mumbai (Firm Registration No. 130521W) was appointed as the Statutory Auditor for a period of five years to hold office from the conclusion of 13^th Annual General Meeting held on September 28, 2022 until the conclusion of Annual General Meeting to be held for the year ended March 31, 2027 for a period of Five years.

Auditors Report

There are no qualifications, reservations or adverse remarks in the Statutory Auditors Report given by M/s Aniket Kulkarni & Associates , Chartered Accountant for the F.Y.2022-23. The Statutory Auditors Report is enclosed with the financial statement in the annual report.

Cost Audit

The provisions of section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Rinkesh Gala & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as "Annexure- E."

There are no qualifications, reservations or adverse remarks or disclaimers in the said Report. However, there have been a few comments about the companys compliance delays under emphasis of matter during the preview year, and the management ensures that these occurrences will not recur in the future.

Reporting of frauds by Auditors

During the year under review, the Statutory and Secretarial Auditors of your Company has not reported any frauds to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

Vigil Mechanism

Your 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). No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.No complaint of this nature has been received by the Audit Committee during the year under review. The Whistle Blower Policy is available on the website of the Company https://suumayacorporation. com/wp-content/uploads/2022/02/Vigil- Mechanism-Whistle-Blower-Policy.pdf.

STATEMENT CONCERNING

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of any business and the Board of Directors is committed to managing the risks in a proactive and efficient manner.

The Board of Directors and the management team having regard to your Companys nature and scale of business; periodically assesses risks in the internal and external environment that might affect the Companys existence. The relevant methodology being effectively developed and implemented; the Company has opted to have any formal Risk Management

Policy in pursuance of provisions of section 134(n) of the Act which is available on the website of your Company https:// suumayacorporation.com/wp-content/ uploads/2022/02/Ris-Assessment-and- Management-Policy.pdf.

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 Companys website and can be accessed at https://suumayacorporation. com/annual-return/ after the ensuing Annual General Meeting of the Company.

SECRETARIAL STANDARDS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The policy on CSR is available on the Companys website at https:// suumayacorporation.com/wp-content/ uploads/2022/02/CSR-Policy.pdf

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURE UNDER SECTION 54(1) (D) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(l) (B) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY ETC

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 Companys 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 onetime settlement with any Bank or Financial Institution.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

During the year under review there was no penalty or punishment imposed on your company.

DIRECTORS RESPONSIBILITY STATEMENTS

In accordance with the provisions of section 134(3)(c) and 134(5) of the Act; your Directors submit the following responsibility statements:

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

(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 at the end of the financial year and of the profit of the company for that period;

(c) the Directors have 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 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 were operating effectively; and

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

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- F" and forms an integral part of this Report.

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 Companys 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 Companys operations.

The Company has formulated health and safety protocols for all its employees including front end retail employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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.

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. Dividend Distribution Policy, Nomination and remuneration policy	A
2. AOC-2	B
3. Particulars of Energy, Technology Absorption, Foreign Earnings and Outgo	C
4. Annual report on CSR activities	D
5. Secretarial Auditor Report- MR-3	E
6. Particular of Employees	F

ACKNOWLEDGEMENT AND APPRECIATION:

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. Your directors are deeply grateful to the members and investors for the confidence and faith that they have always reposed in the Company.

	By order of the Board of Directors
	For Suumaya Corporation Limited
	(Formerly known as Rangoli Tradecomm
	Limited)
	Sd/-
	Ushik Mahesh Gala
	Chairman & Managing Director
	DIN: 06995765
Date: August 29, 2023
Place: Mumbai