suumaya industries ltd share price Directors report


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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 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. For more details, refer to the ‘Internal Control Systems and Adequacy section in the Managements 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 Companys 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 companys 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 companys 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 arms 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 arms 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 Companys 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 Companys 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 Companys CSR Policy is available on our Companys 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 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 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 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.

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.

By order of the Board of Directors
Suumaya Industries Limited
Sd/-
Ushik Mahesh Gala
Chairman and Managing Director
DIN:06995765
Date: August 11, 2023
Place: Mumbai
Registered Office:
Wing B, 20th Floor, Lotus Corporate Park,
Western Express Highway, Goregaon (East),
Mumbai 400063, Maharashtra India.
Phone: +912269218000
Email: sil.cs@suumaya.com
Website: www.suumaya.com