sueryaa knitwear ltd share price Directors report


Dear Members,

Your Board of Directors are pleased to present the Companies 26thAnnual Report and the Companys Audited Financial Statements for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2022 is summarized below:

Amount (In Rs.)

PARTICULARS Standalone
2021-22 2020-21
Income from Business Operations 10,23,982.00 0
Other Income 22,623.50 25000
Total Income 10,46,605.50 25,000
Less: Expenditure except Depreciation 16,75,204.70 438383.92
Profit/Loss before Depreciation and Tax (6,28,599.20) (413383.92)
Less: Depreciation 21,014.00 69,688
Profit/Loss before Tax (649613.20) (483071.92)
Less: Tax Expense - 0
Less: Deferred Tax 27,816.00 44,732
Add: MAT Credit Entitlement - 0
Less: Prior Period Taxes - (370)
Net Profit/Loss after tax (677429.20) (4,48,994.42)
Add: Other Comprehensive Income 197482.16 3,63,790.86
Net Profit/Loss for the period (479947.04) (85,203.56)
Earnings per share:
Basic (0.26) (0.17)
Diluted (0.26) (0.17)

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the total revenue from operations was Rs.10,23,982.00 on standalone basis as compared to the last years revenue of Nil on standalone basis. Earning Before Tax(EBT)for the period is Rs. (6,49,613.20) as compared to Rs.(4,04,632.42) of last fiscal. Earning After Tax (EAT) stood at Rs.(6,77,429.20) as compared to Rs.(4,48,994.42) of last fiscal and EPS stood at Rs.(0.26) as compared to Rs.(0.17) of last financial year.

3. INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2021-22 have been prepared as per IND AS.

4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company have not transferred any amount to the Reserves, on account of losses incurred by the company, for the year under review.p5. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013

Your company has reported losses for the year under review; hence the Board of Directors of the Company has not recommended any Dividend on Equity Shares for the year under review.

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

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply.p7. SHARE CAPITAL

During the year under report, there was no change in the Authorized and Paid-up Share Capital of the Company. As at 31st March, 2022 the Authorized Share Capital of the Company was Rs.3,50,00,000/-consisting of 3500,000 Equity Share of Rs.10/- each. The Paid-up Share Capital of the Company as on 31st March, 2022 was Rs.2,59,78,000/- consisting of 25,97,800 Equity Share of Rs. 10/- each and during the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under the report.p8. PUBLIC DEPOSITS

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

9. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT, IF ANYUNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

No Material Changes have taken place from the end of the financial year till the date of this report.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year ended 2021-22 the Company has no subsidiary companys within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary is mentioned in Form AOC-1 is not applicable.

11. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

12. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2022 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at https://www.sueryaaknitwear.com/investor-desk/annual-return

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Report on Management Discussion and Analysis is annexed to this report and forms part of the Annual Report.

14. AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

M/s. Sanjeev Bimla & Associates, Chartered Accountants (Firm Registration No. 008840N) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on December 18, 2020 till the conclusion of 29th Annual General Meeting of the Company. They have confirmed their eligibility and qualifications required under the Act for holding office as Statutory Auditors of the Company. Thus, M/s. Sanjeev Bimla & Associates, Chartered Accountants shall continue to act as Statutory Auditor of the Company for the financial year 2022-23.pDIRECTORS COMMENTS ON THE REPORT OF STATUTORY AUDITOR UNDER SECTION 134(3)(f)(i) OF THE COMPANIES ACT, 2013

The Notes on financial statement referred to in the Auditors Report are self-explanatory and in the opinion of the Directors do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ojha & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2021-22.

CS Tanay Ojha, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has been annexed to the Boards Report and marked as "Annexure-II". The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory.

DIRECTORS COMMENTS ON THE REPORT OF SECRETARIAL AUDITOR UNDER SECTION 134(3)(f)(ii) OF THE COMPANIES ACT, 2013

Observations in the report are on the basis of facts and are self-explanatory.

INTERNAL AUDITOR

The Board of Directors at their meeting held on 09.08.2022 had appointed Mr. Harpal Singh Virk as the Internal Auditor of the Company to carry out the Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review.

COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

15. REPORTING OF FRAUDS

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 Section143 (12) of Companies Act, 2013 and Rules framed thereunder.

16. SECRETARIAL STANDARDS

The Board of Directors of the company state that, during the year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.

17. DISCLOSURES

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES Meetings of Board of DirectorspDuring the financial year ended on March 31, 2022, 08 (Eight) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report and the gap requirement of 120 days between two meetings have been complied with. The necessary quorum was present for all the meetings.

Change in Director(s) /Key Managerial Personnel(s) during the Year

The details about the changes in the Board of Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

SI. No. Name Designation Appointment Cessation
01. Mr. Vikash Jha Company Secretary & Compliance Officer 21.09.2021 18.11.2021

During the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.

Mr. Bidu Bhusan Dash was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 17.05.2022.

Mr. Bhanu Gupta (DIN: 09688120) was appointed as an Additional Executive Cum Wholetime Director of the Company w.e.f. 27.07.2022.

Mr. Rajiv Jain (DIN: 01029784) resigned from the post of Directorship w.e.f. 03.08.2022.Board of Directors of the Company wish to thank him & acknowledge his contribution towards the company & for the years given by him to the Company.p Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Ms. Sunayana Puri (DIN:05136792)Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors the Company at the ensuing Annual General Meeting.

Board Committees

The Board has constituted various committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, to enable better management of the affairs of the Company, with terms of reference in line with provisions of Companies Act, 2013 and SEBI (LODR) Regulations.

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Mr. Saurabh Tripathi (Chairperson), Mr. Rajiv Jain and Mr. Sanjay Sahni as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Mr. Saurabh Tripathi (Chairperson), Mr. Sanjay Sahni and Ms. Sunayana Puri as Members. The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Mr. Saurabh Tripathi (Chairperson), Mr. Rajiv Jain and Mr. Sanjay Sahni as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairman of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www.sueryaaknitwear.com/code-of-conduct During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF

COMPANIES ACT, 2013

All Independent Directors have given declarations under section 149(7) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

20. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.p21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES

PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.

22. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION

188 OF THE COMPAIES ACT, 2013

During the financial year 2021-22, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-I".

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

There were no changes in the share capital of the Company during the year under review and there were no significant material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of its report.

24. EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has not allotted any Equity Shares to any employees of the Company under ESOP.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND

OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

SI.No. Conservation of energy Remarks
1. the steps taken or impact on conservation of energy NIL
2. the steps taken by the company for utilizing alternate sources of energy NIL
3. the capital investment on energy conservation equipment NIL
SI. No. Technology absorption Remarks
1. the efforts made towards technology absorption NIL
2. the benefits derived like product improvement, cost reduction, product development or import substitution NIL
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NIL
4. the details of technology imported NIL
5. the year of import NIL
6. whether the technology been fully absorbed NIL
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and NIL
8. the expenditure incurred on Research and Development NIL
SI. No. Foreign exchange earnings and Outgo Remarks
1. The Foreign Exchange earned in terms of actual inflows during the year NIL
2. The Foreign Exchange outgo during the year in terms of actual outflows NIL

Further, there were no foreign exchange earnings and outgo during the year under review.p27. RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THE COMPANIES

ACT, 2013

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

29. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, there were no cases/complaints filed under the POSH Act.

30. CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31stMarch, 2022 based on the internal control over financial reporting criteria established by the Company.pThe policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework. Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

32. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Particulars of remuneration of Employees during the year 2021-22 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-III".

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; Nil

(iii) the percentage increase in the median remuneration of employees in the financial year; Nil

(iv) the number of permanent employees on the rolls of company; 1

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-III"

34. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https:// www.sueryaaknitwear.com/code-of-conduct

35. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of SEBI (LODR) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company.

36. ANNUAL LISTING FEES/CHARGES

The equity shares of the Company are presently listed at BSE Limited. All statutory dues including Annual Listing Fees for the Financial Year 2022-23 has been paid by the Company.

37. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Amended Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the Company at their meeting held on 13th April, 2021. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

38. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 at their meeting held on 5th March, 2021.

39. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF

SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

40. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2022, 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;

ii. that they have selected such accounting policies and applied them consistently and made judgment and estimates that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2022 and of the profit or loss of the company for the year ended on that date;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts of the Company for the financial year ended 31st March, 2022 on a going concern basis;

v. that they 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

vi. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. PERSONNEL & INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company and expects continued support, higher level of productivity for achieving the targets set for the future.

42. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT AND APPRECIATIONS

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.p

For and on behalf of the Board
Sueryaa Knitwear Limited
Bhanu Gupta Saurabh Tripathi
Additional (Wholetime) Director Director
DIN: 09688120 DIN:02828108
Date: 16.08.2022
Place:Ludhiana