salora international ltd Directors report

Dear Members,

The Board of Directors is pleased to present 53^rd Annual Report on business and operation of the Company along with Audited Financial Statements for the Financial Year ended 31^st March, 2022.

The web address, if any, where annual report referred to in sub-section (3) of Section 92 has been placed: www.salora.com

1. FINANCIAL RESULTS

The financial statement of the company has been prepared in accordance with the Indian Accounting Standards ("Ind AS"). A preview of the financial performance of the Company for the financial year ended 31^st March, 2022 along with the performance of the previous financial year have been tabled below:

(Rs. in lacs)

Particulars	FY 2021-22	FY 2020-21
Net Sales /Income from Business Operations	6,963.76	8,736.43
Excise Duty	-	-
Net Sales	6,963.76	8,736.43
Other Income	300.72	124.41
Increase / (Decrease) in stock	(632.15)	(111.32)
Total	6,632.33	8,749.52
Total Expenditure	(7,508.07)	(9,103.28)
Profit/Loss Operating	(875.74)	(353.76)
Interest	(290.71)	(571.58)
Depreciation & Amortization	(43.66)	(62.71)
Profit/Loss from Continuing operation before exceptional item & tax	(1,210.11)	(988.05)
Profit/Loss from discontinued operation before exceptional item tax &	-	4.28
Exceptional Item	3,982.41	(570.99)
Profit before tax	2,772.30	(1,554.76)
Provision for taxes
• Current Tax	-	-
• Deferred Tax	(367.66)	413.65
Earlier Year: Deferred Tax	-	-
Earlier Year: Income Tax	-	-
Profit/Loss after tax	2,404.64	(1,141.11)
Other comprehensive income	(2.93)	(2.17)
Balance carried to Balance Sheet	2,401.71	(1,143.28)

* The figures have been re-grouped / re-classified wherever necessary.

2. DIVIDEND

In view of Operating loss incurred during the year and to conserve resources, the Board of Directors decided not to recommend dividend for the Financial Year 2021-22.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unpaid or unclaimed dividend available with the company due for transfer to the IEPF (Investor Education and Protection Fund).

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review, the company has achieved revenue from operation of Rs. 6,963.76 lacs in the current financial year 2021-22 as compared to Rs. 8,736.43 lacs in the last financial year.

The Company has operating loss of Rs. 875.74 lacs against the operating loss of Rs. 353.76 lacs incurred during the last financial year.

The COVID 19 has continuously impacted the business operations of the Company with a competitive market conditions.

Although because of shifting of business operations to registered office of the Company, the business operations hampered but the Company has continuously gave its sincere efforts towards the growth of the business operations & committed to create better products & services to reach its customers. Currently the Company has consolidated its focus in the following Categories: a) LED TELEVISION:

The Company has launched its 55 Inch UHD Model of TV based on WebOS under License from LG Electronics. Process of evaluating launch of other models powered by WebOS is ongoing. Discussion for launch of Android certified TV is on with Google and hopefully will be concluded soon. The Company has launched new models of TV with voice activated remote control. These products have been received well by the market.

As the share of sale of TVs has increased online, the Company has made arrangement for sale of its TVs on Flipkart and Amazon. To strengthen its services network, the Company is in process enter into an agreement with Jeeves Consumer Services Private Limited to offer PAN India services. Basis the availability of PAN India Service Company will also increase its offline presence. The current range of LED TVs cover sizes from 24-55 inches. b) WASHING MACHINES: The Company launched new models of semi-automatic washing machines with advance features. The Company is planning to launch fully-automatic washing machines in the near future. c) AUDIO: The Company has planned to launch a new range of Tower Speakers to complement its range of Home Theatres. d) HEARABLE / WEARABLE / ACCESSORIES:

The Company has launched a range of smart fast chargers. The range of Chargers will be expanded. The Company will launch a few smart watch models to cater to the fast growing markets for this category. The Company will also launch neckbands & and TWS wireless earphones. The Company has entered into an exclusive distribution agreement with The Art of Utility AB for their range of audio products under "defunc" Brand. The products are TWS, Headphones, Multi-Room Smart speakers.

e) TRADING: The Company will expand its e-commerce operations as well as grow its offline trading business.

Further, the Company is focusing to build a strong reputation as a responsible corporate and trail track record in delivering longer term stakeholder value and it can significantlyenhance the companys brand value, which is a quantifiable measure of its social and relationship capital with stakeholders.

5. COVID19 PANDEMIC

The Covid-19 pandemic since March 2020 followed by on-off lockdowns restrictions being imposed by the State Government and various authorities from time to time has severely impacted the delivery schedules of various orders/jobs under execution by the Company. However, your Company has tried to cope up with the situation to avoid and not to have an adverse effect on the Company.

6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. However the financial position of the Company was affected by sale of Noida

Land held in the name of Salora International Limited which was approved by the shareholder in the Extra Ordinary General Meeting of the Company held on 14th May, 2021.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is provided in Annexure- I to the Boards Report.

8. RESEARCH AND DEVELOPMENT

The information regarding Research & Development as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is provided in Annexure- I to the Boards Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE COMPANY

The Company has put in place a well defined risk management framework to identify, evaluate and assess the potential risk and challenges and determine the process to mitigate and manage the same. The Company time to time carries out detailed exercise to identify, evaluate, manage and monitor the potential risks to its operations. The Board periodically reviews the risks and suggests steps to mitigate and manage the same. The Audit Committee of the Company with the help of periodical internal audit reports and managements representations identifying and evaluating all possible risk and inform the Board with their possible recommendations to hedge those risk and minimization procedures. As per opinion of the Board, there is no risk that may threaten the existence of the Companys business.

10. CORPORATE SOCIAL RESPONSIBILITY POLICY UNDER THE PROVISION OF SECTION 135 OF THE COMPANIES ACT, 2013

During the financialyear 2021-22 under review, Section 135 of the Companies Act, 2013 was not applicable to the Company.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans and advances if any, given by the Company during the Financial Year 2021-22 are stated in Notes to the Audited Financial Statements of the Company as annexed to this Annual Report.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered and executed during the year under review were at arms length basis and in Ordinary Course of the Business. Pursuant to the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of the SEBI (LODR) Regulations, your Company obtained approval of the Audit Committee for such transactions.

Your directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties transactions and dealing with related parties as approved by the Board can be accessed on the Companys website at the link: www.salora.com. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions entered between the Company and related parties. Disclosure as required under Section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in form AOC-2, is not applicable as all the contracts entered by the Company during the year are on arms length basis and there was no material contract or arrangement.

13. AUDITORS Statutory Auditors

The Board of Directors of the Company on recommendation of Audit Committee, approved re-appointment of M/s. R. Gopal & Associates, Chartered Accountants (FRN 000846C) as Statutory Auditors of the Company for their second term of

5 consecutive years, to hold the office till the conclusion of 58th AGM. M/s. R. Gopal & Associates have consented to act as Statutory Auditors of the Company for second term and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. Accordingly, appointment of M/s. R. Gopal & Associates, Chartered Accountants, (Firm Registration No.000846C) is recommended for shareholders approval in 53rd Annual General Meeting as Statutory Auditors of the Company.

Secretarial Auditor

The Board of Directors of the Company at its meeting held on 30^th May, 2022, has appointed M/s. SVR & Co., Practicing

Company Secretaries to conduct Secretarial Audit for financial year 2022-23, as required under Section 204 of

Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report forms part of this Annual Report. Cost Auditors M/s. Gurvinder Chopra & Co. Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors of the Company have appointed M/s. Gurvinder Chopra, Cost Accountants as Cost Auditors for financial

2022-23 at its meeting held on May 30, 2022 at a remuneration as set out at Item No. 5 of the Notice. The remuneration is subject to the ratificationof the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors)

Rules, 2014.

As required under Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Company have audited its cost accounting records audited by a Cost Auditor.

14. STATUTORY AUDITORS REPORT

The Auditors Report for financial year 2021-22 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31st March, 2022 are self-explanatory and do not call for any further information(s)/ explanation(s) or comments.

15. SECRETARIAL AUDIT REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s SVR & co., Practicing Company Secretary (Membership No. F10704, CP No. 14600), in Form MR-3 for the F.Y. 2021-22 is annexed hereto marked as "Annexure II" and forms part of this Report.

The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s). However the management response in respect to observation made if any, are incorporated in the said Secretarial Audit Report.

16. COST AUDIT REPORT

The Cost audit report for the F.Y. 2020-21 was filed with the Ministry of Corporate Affairs.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a policy on directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of the directors and other matters as per requirement of sub-section (3) of Section 178 of the Companies Act, 2013. The policy has been disclosed in the Corporate Governance Report, forming integral part of this report under Nomination and Remuneration Committee section.

18. COMPANYS POLICY ON PREVENTION OF INSIDER TRADING

In Terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company framed (a) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders, (b) Code of Fair Disclosure and (c) Code of Practice & Procedure for fair disclosure of unpublished price sensitive information. The Companys Code, inter alia, prohibits dealing in the shares of the Company by an insider, while in possession of unpublished price sensitive information in relation to the Company and also during certain prohibited periods.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year under review, in compliance with section 173 of the Companies Act, 2013 and SEBI (Listing Obligations & Listing Requirements) Regulations, 2015, there were five Board Meetings held in a manner that not more than one hundred and twenty days have intervene between two consecutive meetings of the Board. The details of meeting are given in the Corporate Governance Report.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) read with sub-section (5) of Section 134 of the Companies Act, 2013, the Board of

Directors, to the best of their knowledge and ability, confirm that:

a. In preparation of the annual accounts for the financial year ended 31^st March, 2022 , the applicable accounting standards "IND AS" have been followed along with proper explanation relating to material departures;

b. They 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 financial year and of the profit / (loss) of the company for that period;

c. They have taken proper and sufficientcare towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared annual accounts on a going concern basis;

e. They have laid down proper internal financial controls, which are adequate and are operating effectively; and

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

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There is no subsidiary of the Company. Also the Company has no joint venture / associate company as at 31^st March 2022.

22. DEPOSITS

During the year under review, the Company has neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as "Deposits" in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

23. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2021-22 under review, there is no change in the Board Members. There was one change in the Key

Managerial Personnel of the Company as under:

Since Shri Mahak Agarwal, erstwhile Company Secretary & Compliance Officer business hours of 20^th February, 2021, Shri Anubhav Nigam, who joined the organisation w.e.f. 7^th June, 2021 was appointed as the Company Secretary and Compliance Officer of the Company.

24. DECLARATION OF INDEPENDENT DIRECTORS

The Company have received declarations from all the Independent Directors confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed compliance with the Companys code of conduct during the financial year 2021-22.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members:

1) Shri Karna Singh Mehta, Chairman

2) Shri Sanjeev Kaul Duggal, Member

3) Shri Parmartha Saikia, Member

4) Shri Tarun Jiwarajka, Member

The above composition of the Audit Committee consists of three independent directors and one executive director.

26. WHISTLE BLOWER & VIGIL MECHANISM POLICY

The Company has in place a Whistle Blower Policy which provides a mechanism for employees / Board Members and others to raise good faith concerns about violation of any applicable laws / Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behavior and to protect the individuals who take such action from retaliation or any threat of retaliation and also provides for direct access to the Chairman of the Audit Committee. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blowers are not denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and are also available on the Companys website at: www.salora.com

27. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)

Rules, 2014, the Annual Return of the Company for financial year 2021-22, shall be available on the website of the Company at www.salora.com.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND PROVIDING VIGIL MECHANISM The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has in place an Internal Complaints Committee (ICC) and has formulated Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 which is aimed at providing every woman at the workplace a safe, secure and dignified work environment. All employees (permanent, contractual, temporary and trainees, etc.) are covered under this Policy. The Policy is gender neutral.

During the year under review, no complaint of sexual harassment was filed with the Internal Complaints Committee.

29. SHARE CAPITAL

The Equity Shares of the Company are listed at BSE Ltd. (BSE) and listing fees for the Financial Year 2022-23 have been paid to Stock Exchange, within stipulated time.

30. DEMATERIALISATION

As on 31st March, 2022, there were 87,10,102 Shares held in dematerialized form through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.89% of the total listed capital of the Company.

31. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure-‘IV forming part of this Report.

32. CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance for the year under review is provided as Annexure – V. A certificate from CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is annexed as Annexure-VI. A certificate obtained from compliance of conditions of Corporate Governance as stipulated under Listing Regulations is annexed as Annexure-VII.

33. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulation, 2015, the Managements Discussion and Analysis is set out in this Annual Report as Annexure-VIII‘ 34. SECRETARIAL STANDARDS

Your Directors state that the Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been followed by the Company

35. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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. The internal control mechanism comprises a well-defined organization, which undertakes time bound audits and reports its findings to the Audit Committee, documents policy guidelines and determines authority level and processes. The Audit

Committee regularly reviews the systems and operations to ensure their effectiveness and implementation.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy and effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of companys risk management policies and systems.

36. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

37. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors Salora International Ltd.

	Sd/-
	(Gopal Sitaram Jiwarajka)
Date :12th August, 2022	Chairman & Managing Director
Place: New Delhi	DIN: 00024325