To,
The Members,
Suumaya Corporation Limited
(Formerly known as Rangoli Tradecomm Limited)
Your directors have pleasure in presenting the Fourteenth (14th) annual
report of your Company since its incorporation and Third year of listing of shares of the
Company on SME Platform of BSE Limited, on the business and operations of the Company
along with the Audited Financial Statements for the year ended March 31, 2023.
FINANCIAL SUMMARY
Company's financial result for the year ended March 31, 2023, is summarized below:
(Amounts in Crores)
Description |
F.Y. 2022-23 |
F.Y. 2021-22 |
Revenue from operations |
39.11 |
3,362.94 |
Other Income |
1.66 |
1.07 |
Total Revenue |
40.78 |
3,364.01 |
Less: Purchases of stock in trade |
5.12 |
3,165.83 |
Less: Changes in Inventory |
70.72 |
173.99 |
Less: Employee Benefit Expenses |
0.14 |
1.56 |
Less: Other Expenses |
2.46 |
18.40 |
EBIDTA |
(37.66) |
4.24 |
Less: Finance Costs |
0.05 |
1.80 |
Less: Depreciation Expenses |
0.20 |
0.25 |
Total Expenses |
78.69 |
3361.82 |
Profit before Extraordinary Items and tax |
(37.91) |
2.19 |
Less: Current Tax |
- |
1.90 |
Deferred Tax |
- |
- |
Profit after tax |
(37.91) |
0.29 |
REVIEW OF BUSINESS OPERATIONS AND ITS PERFORMANCE
The Company is engaged in the business of supply chain of Polymers, Textile products,
Non-ferrous Metals and Chemical Additives, whereby Polymer includes commodity polymers and
Textiles includes yarns, threads, fabrics and agro products there is no change in the
business.
Your Company functions on two business models for supplying products:
1) Business 2 Business model (B2B) and
2) Business 2 Customer model (B2C).
The company was able to achieve a turnover of Rs. 40.78 Crore in the current year
making a steep decrease of 98.78% in turnover as compared to the previous financial year.
Correspondingly the company has incurred loss of Rs 37.91 crore in the current year.
STATE OF AFFAIRS OF COMPANY'S BUSINESS
The Company executes supply chain by providing raw materials mainly to the SME and MSME
sector thus bridging the gap for these players in a cost efficient manner. The core
product for which your Company facilitates supply chain are textile products which
includes yarn, threads and fabrics. Polymers which includes commodity polymers like PVC,
HDPE, LDPE, LLDPE PP etc. It also started trading of agro products like wheat, rice and
dal.
TRANSFER TO RESERVES
In view of the losses, your Directors do not propose to transfer any amount to the
General Reserve.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis forms
part of this annual report.
CORPORATE GOVERNANCE REPORT
Since the Company is listed on SME Platform of BSE Limited during the year under
review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20,
21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46
and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to
your Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has adequate financial control procedure commensurate with its size and
nature of business. These controls include well defined policies, guidelines, standard
operating procedure, authorization and approval procedures. The internal financial
controls of your company are adequate to ensure the accuracy and completeness of the
accounting records, timely preparation of reliable financial information, prevention and
detection of frauds and errors, safeguarding of the assets, and that the business is
conducted in an orderly and efficient manner.
DIVIDEND
Considering the financial results of the Company for 2022-23 and the unsettled business
environment, the Company is unable to declare dividend for the current year.
DEPOSITS
In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 ("the
Act", "the said Act") read with the relevant rules, your Company has not
accepted any fixed deposits during the year under review.
STOCK EXCHANGE
The Company's shares are listed on the SME Platform of BSE Limited (BSE) situated at
Phiroze Jeejobhoy Towers, Dalal Street, Mumbai-400001 with the symbol SUUMAYA.
LISTING FEES
Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its
securities are listed.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013
All contracts/arrangements/transactions entered by your Company during the financial
year with related party were on arm's length basis and in the ordinary course of the
business and were in compliance with the applicable provisions of the Act. There were no
material significant related party transactions made by the Company with Directors or
other designated persons which may have potential conflict with interest of the Company at
large.
All related party transactions were placed before the Audit Committee for its approval
and review on quarterly basis. Prior omnibus approval of the Audit Committee is obtained
for the transactions which are foreseen and of a repetitive nature.
In view of aforesaid, details required to be provided in the prescribed Form AOC - 2 is
not applicable to the Company. However, details of some material related party
transactions at arm's length basis are provided in Form AOC-2 annexed herewith as "Annexure-B".
The Policy on Related Party Transactions as approved by the Board can be accessed on
the Company's website at www.suumayacorporation.com
The details of related party transactions that were entered during Financial Year
2022-23 are given in the notes to the Financial Statements as per AS 24, which forms part
of the annual report.
PARTICULARS OF LOAN(S), guarantee(s) OR investment(s) MADE UNDER SECTION
186 OF THE ACT
The details of Loans, Guarantees or Investments covered under the provisions of Section
186 of the Companies Act, 2013 forms part of notes to the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company consciously makes all efforts to conserve energy across all its operations.
Further the Company works on continuous technological absorption enhancement and time to
time adoption and implementation of the same. A detailed report on energy conservation and
technology absorption in accordance with the provisions of Section134(3)(m) of the
Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed and
marked as "Annexure - C" to this Report and the details of foreign
earnings and outgo are as follows:
Foreign Exchange Earnings and Outgo: (if any)
(Rs. in Crores)
Particulars |
2022-23 |
2021-22 |
Foreign Exchange Earnings |
Nil |
Nil |
Foreign Exchange outgo |
Nil |
Nil |
MATERIAL CHANGES AND COMMITMENTS
a.) Shifting of Registered Office of the company.
During the year under review, pursuant to the resolution passed through circulation by
the board of directors of the company on March 15, 2023, Registered office of the company
was shifted form 19B, B Ganguly Street, 2nd Floor, Kolkata - 700012, West Bengal to 542 to
Grand Trunk Road, Near Mullick Fatak, Howrah Railway Station, Kolkata, West Bengal, India
711101 which is within the local limits of the city where the Registered Office of the
Company is situated.
b.) Migration of the company to Main Board.
The Board at its meeting held on May 27, 2023 had approved the migration of the Company
to main board and the same. The same is pending for shareholders' approval.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business during the year under review. CHANGES
IN SHARE CAPITAL
There is no change in the Share Capital of the Company in financial year 2022-2023 HOLDING
AND SUBSIDIARY COMPANY
Your Company has no holding or subsidiary company as on the date of the report. ASSOCIATE
COMPANY & JOINT VENTURE
The Company does not have any 'Associate Company' or Joint Venture within the meaning
of Section 2(6) of the Act during the period under review.
DIRECTORS & KEY MANAGERIAL PERSONNEL Changes in Directors & Key Managerial
Personnel
During the year, the following changes took place in the Composition of Directors and
Key Managerial Personnel:
Name |
Date of Change |
Details |
Ms. Sushmita Agarwal (DIN: 09044546) |
June 03, 2022 |
Resigned as Non-Executive Independent Director |
Ms. Radhika Gosrani |
June 09, 2022 |
Resigned as Chief Financial Officer (CFO) |
Ms. Shruti Chaudhary (DIN: 02880771) |
June 24, 2022 |
Resigned as non- Executive Independent Director |
Mr. Abhay Kumar Sethia (DIN: 09721583) |
September 03, 2022 |
Appointed as Non-Executive Independent Director |
Ms. Archana Chariwawala (DIN: 09721625) |
September 03, 2022 |
Appointed as Non-Executive Independent Director |
Ms. Pooja Shah |
September 03, 2022 |
Appointed as Chief Financial Officer (CFO) |
Ms. Shweta Sarvaiya |
January 20, 2023 |
Resigned as Company Secretary & Compliance officer |
Changes in Directors and KMP during the current financial year 2023- 2024
Name |
Date |
Particulars of events |
Mr. Kartik Sharma |
April 01, 2023 |
Appointed as Company Secretary & Compliance officer |
Mr. Kartik Sharma |
May 18, 2023 |
Resigned as Company Secretary & Compliance officer |
Ms. Pooja Shah |
June 16, 2023 |
Resigned as Chief Financial Officer (CFO) |
Ms. Preeti Jangid |
August 29, 2023 |
Appointed as Company Secretary & Compliance officer |
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association, Mr. Sharad Jain (DIN: 01686035) retires by rotation at the
forthcoming Annual General Meeting and, being eligible offers himself for reappointment.
The Board recommends his reappointment for the consideration to the Members for their
approval at the ensuing Annual General Meeting on the terms and conditions mentioned in
the Notice convening the AGM. A brief profile of Mr. Sharad Jain (DIN: 01686035) has also
been provided therein.
Declaration of Independence by Independent Directors
The Company has received all the necessary declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence laid down
in Section 149(6) of the Companies Act. There has been no change in the circumstances
which may affect their status as independent director during the year.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(e) dated
October 22, 2019 and effective from December 01, 2019 has introduced the provision
relating to inclusion of names of Independent Directors in the Data Bank maintained by
Indian Institute of Corporate Affairs ('IICA'). The Company has received confirmation from
the Independent Directors regarding their registration in the Independent Directors
databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the independent directors possess the requisite integrity,
experience, expertise, proficiency and qualifications. Company's Policy on Directors'
Appointment, Remuneration etc.
The Nomination and Remuneration Committee of the Company is in place and is available
on the Company's website i.e., https://suumayacorporation.com/board- committees/.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a
separate meeting of independent directors, performance of non-independent directors, the
Board as a whole and Chairman of the Company was evaluated, taking into account the views
of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its Committees,
and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being
evaluated.
Your Company has formulated a formal policy on Board Evaluation and the same has been
placed on the website of the Company- https://suumayacorporation.
com/wp-content/uploads/2022/02/ Board-Performance-Evaluation-Policy.pdf Number of
Board Meetings As required by clause (b) of sub-section (3) of Section 134 of the
Companies Act, 2013, your directors report that during the Financial Year 2022-23, the
Board met at regular intervals to discuss and review the business operations. The
intervening gap between two board meetings was within the period prescribed under the
Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1. The
notice of Board meeting including detailed agenda is given well in advance to all the
Directors prescribed under the Companies Act, 2013. During the year under review, 8
(Eight) meetings of the Board of Directors were convened and held on the following dates
17 May, 2022, 30 May 2022, 03 September 2022, 03 September 2022, 18 October2022, 02
December 2022, 15 February 2023, 30 March, 2023.
Board Meetings held FY 2022-2023 (Attended-Yes/ No) |
|
|
|
|
|
|
|
|
Name of Directors |
17-May-22 |
30-May 22 |
03-Sep 22 |
03-Sep-22 |
18-Oct-22 |
02-Dec-22 |
15-Feb-23 |
30-Mar-23 |
Mr. Ushik Mahesh Gala Chairman & Managing Director |
Yes |
Yes |
Yes |
Yes |
No* |
No* |
Yes |
Yes |
Ms. Ishita Gala, Non-executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
No* |
Yes |
Yes |
Mr. Sejal Doshi, Non-Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Sharad Jain, Non-Executive Director |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Satish Khimawat, Independent Director |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Ms. Sushmita Agarwal, Independent Director (Up to June 03, 2022) |
No* |
Yes |
- |
- |
- |
- |
- |
- |
Ms. Shruti Chaudhary, Independent Director (Up to June 24, 2022) |
Yes |
No* |
- |
- |
- |
- |
- |
- |
Mr. Abhay Sethia, Independent Director |
- |
- |
- |
Yes |
Yes |
Yes |
Yes |
Yes |
Ms. Archana Chirawawala Independent Director |
- |
- |
- |
Yes |
Yes |
Yes |
Yes |
Yes |
*Leave of Absence was granted.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
The Company has constituted various committees in accordance with the provisions of the
Companies Act, 2013 the details of which are given as under:
A. Audit Committee;
B. Nomination and Remuneration Committee;
C. Stakeholders Relationship Committee;
D. Corporate Social Responsibility Committee.
A. Audit Committee
Your Company has duly constituted an Audit Committee, as per the provisions of Section
177 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of
Directors held on January 27, 2021.
Composition of Audit Committee
Name of Director |
Position in the Committee |
Designation |
Mr. Sharad Jain |
Chairman |
Non-Executive Director |
Mr. Sejal Doshi |
Member |
Non-Executive Director |
Mr. Satish Khimawat |
Member |
Independent Director |
Mr. Sushmita Agarwal# |
Member |
Non- Executive Independent Director |
Ms. Shruti Chaudhary* |
Member |
Non- Executive Independent Director |
Ms. Archana Chirawawala (DIN: 09721625)** |
Member |
Non-Executive Independent Director |
Mr. Abhay Kumar Sethia (DIN:09721583)** |
Member |
Non-Executive Independent Director |
* Ceased w.e.f. June 24, 2022.
# Ceased w.e.f. June 09, 2022.
** Appointed w.e.f. September 03, 2022
During the year under review, 4 (Four) meeting of the Audit Committee were convened and
held on the following dates 30 May 2022, 03 September 2022, 18 October 2022 & 15
February 2023 as per the applicable provisions of the Companies Act, 2013.
During the year under review, there were no instances when the recommendations of the
Audit Committee were not accepted by the Board.
Audit Committee Meetings held in FY 2022-2023 'Attended-Yes/
No) |
Name of Committee Members |
31-May-21 |
03-Sep-22 |
18-Oct-22 |
15-Feb-23 |
Mr. Sharad Jain, Chairman of Audit Committee Meeting |
Yes |
Yes |
Yes |
Yes |
Mr. Sejal Doshi, Member of Audit Committee Meeting |
Yes |
Yes |
Yes |
Yes |
Mr. Satish Khimawat, Member of Audit Committee Meeting |
Yes |
Yes |
Yes |
Yes |
Ms. Sushmita Agarwal, Member of Audit Committee Meeting (upto 03 June 2022) |
Yes |
- |
- |
- |
Ms. Shruti Chaudhary, Member of Audit Committee Meeting (upto June 24,
2022) |
No* |
- |
- |
- |
Ms. Archana Chirawawala Member of Audit Committee Meeting |
- |
Yes |
Yes |
Yes |
Mr. Abhay Kumar Sethia Member of Audit Committee Meeting |
- |
Yes |
Yes |
Yes |
*Leave of Absence was granted.
B. Nomination and Remuneration Committee
Your Company has constituted a Nomination and Remuneration Committee which ensures
effective compliances as mentioned in section 178 of the Companies Act 2013, vide
resolution passed at meeting of the Board of Directors held on January 27, 2021.
Composition of Nomination and Remuneration Committee (NRC):
Name of Director |
Position in the Committee |
Designation |
Mr. Satish Khimawat |
Chairman |
Independent Director |
Mr. Sharad Jain |
Member |
Non-Executive Director |
Mr. Sejal Doshi |
Member |
Non-Executive Director |
Ms. Shruti Chaudhary* |
Member |
Non- Executive Independent Director |
Ms. Archana Chirawawala (DIN: 09721625)** |
Member |
Non-Executive Independent Director |
Mr. Abhay Kumar Sethia (DIN:09721583)** |
Member |
Non-Executive Independent Director |
* Ceased w.e.f. June 24, 2022.
** Appointed w.e.f. September 03, 2022.
The Nomination & Remuneration Policy and Code of conduct and appointment of
Independent Directors is available on the website of your Company https://
suumayacorporation.com/policies/ .
During the year under review, 2 (Two) meeting of the Nomination and Remuneration
Committee were convened and held on the following dates 03 September, 2022 & 30 March
2023 as per the applicable provisions of the Companies Act, 2013.
Date of NRC Committee Meetings held (Attended-Yes/ No) |
|
|
Name of Committee Members |
03-Sept-22 |
30-Mar-23 |
Mr. Satish Khimawat, Chairman of NRC Committee Meeting |
Yes |
Yes |
Mr. Sharad Jain, Member of NRC Committee Meeting |
Yes |
Yes |
Mr. Sejal Doshi, Member of NRC Committee Meeting |
Yes |
Yes |
Ms. Archana Chirawawala, Member of NRC Committee Meeting |
Yes |
Yes |
Mr. Abhay Kumar Sethia, Member of NRC Committee Meeting |
Yes |
Yes |
C. Stakeholders Relationship Committee
Your Company has constituted a Stakeholder's Relationship Committee to redress the
complaints of the members as per the provisions of Section 178(5) of the Companies Act,
2013 vide resolution passed at the meeting of the Board of Directors held on January 27,
2021.
Composition of Stakeholder's Relationship Committee:
Name of Director |
Position in the Committee |
Designation |
Mr. Sejal Doshi |
Chairman |
Non-Executive Director |
Mr. Ushik Mahesh Gala |
Member |
Chairman and Managing Director |
Ms. Ishita Gala |
Member |
Non-Executive Director |
During the year under review, 1 (One) meeting of the Stakeholder's Relationship
Committee were convened and held on dates 28 March, 2023 as per the applicable provisions
of the Companies Act, 2013.
Date of SRC Committee Meetings held (Attended-Yes/ No) |
|
Name of Committee Members |
28-Mar-23 |
Mr. Sejal Doshi, Chairman of SRC Committee Meeting |
Yes |
Ms. Ishita Gala, member of SRC Committee Meeting |
Yes |
Mr. Ushik Mahesh Gala, member of SRC Committee Meeting |
Yes |
D. Corporate Social Responsibility Committee
Your Company has constituted Corporate Social Responsibility activities per the
provisions of Section 135 of the Companies Act, 2013 vide resolution passed at the meeting
of the Board of Directors held on May 31, 2021.
Composition of Corporate Social Responsibility Committee:
Name of Director |
Position in the Committee |
Designation |
Ms. Ushik Mahesh Gala |
Chairman |
Chairman & Managing Director |
Mr. Satish Khimawat |
Member |
Independent Director |
Mr. Sejal Doshi |
Member |
Non- Executive Director |
Ms. Ishita Gala |
Member |
Non- Executive Director |
During the year under review, 1 (One) meeting of the Corporate Social Responsibility
Committee were convened and held on 03 September 2022 as per the applicable provisions of
the Companies Act, 2013.
Date of CSR Committee Meetings held (Attended-Yes/ No) |
|
Name of Committee Members |
03-Sep-22 |
Mr. Ushik Mahesh Gala, Chairman of the CSR Committee Meeting |
Yes |
Mr. Satish Khimawat, Member of CSR Committee Meeting |
Yes |
Mr. Sejal Doshi, Member of CSR Committee Meeting |
Yes |
Ms. Ishita Gala, Member of CSR Committee Meeting |
Yes |
AUDITORS:
Statutory Auditor
M/s. Aniket Kulkarni & Associates , Chartered Accountant, Mumbai (Firm Registration
No. 130521W) was appointed as the Statutory Auditor for a period of five years to hold
office from the conclusion of 13th Annual General Meeting held on September 28,
2022 until the conclusion of Annual General Meeting to be held for the year ended March
31, 2027 for a period of Five years.
Auditor's Report
There are no qualifications, reservations or adverse remarks in the Statutory Auditor's
Report given by M/s Aniket Kulkarni & Associates , Chartered Accountant for the
F.Y.2022-23. The Statutory Auditor's Report is enclosed with the financial statement in
the annual report.
Cost Audit
The provisions of section 148 of the Act read with rule 3 of the Companies (Cost
Records and Audit) Rules, 2014 do not apply to the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. Rinkesh Gala & Associates, Practicing Company Secretaries to undertake
the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit
Report is annexed herewith as "Annexure- E."
There are no qualifications, reservations or adverse remarks or disclaimers in the said
Report. However, there have been a few comments about the company's compliance delays
under emphasis of matter during the preview year, and the management ensures that these
occurrences will not recur in the future.
Reporting of frauds by Auditors
During the year under review, the Statutory and Secretarial Auditors of your Company
has not reported any frauds to the Board of Directors under Section 143(12) of the Act,
including rules made thereunder.
Vigil Mechanism
Your Company has adopted a Whistle Blower Policy as part of Vigil Mechanism to provide
appropriate avenues to the Directors employees and third parties to bring to the attention
of the management any issue which is perceived to be in violation of or in conflict with
the Code of Conduct of the Company. Employees are encouraged to voice their concerns by
way of whistle blowing and all the employees have been given access to the Ombudsman
(Chairperson of Audit Committee). No personnel have been denied access to the Audit
Committee pertaining to the Whistle Blower Policy.No complaint of this nature has been
received by the Audit Committee during the year under review. The Whistle Blower Policy is
available on the website of the Company https://suumayacorporation.
com/wp-content/uploads/2022/02/Vigil- Mechanism-Whistle-Blower-Policy.pdf.
STATEMENT CONCERNING
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of any business and the Board of
Directors is committed to managing the risks in a proactive and efficient manner.
The Board of Directors and the management team having regard to your Company's nature
and scale of business; periodically assesses risks in the internal and external
environment that might affect the Company's existence. The relevant methodology being
effectively developed and implemented; the Company has opted to have any formal Risk
Management
Policy in pursuance of provisions of section 134(n) of the Act which is available on
the website of your Company https:// suumayacorporation.com/wp-content/
uploads/2022/02/Ris-Assessment-and- Management-Policy.pdf.
ANNUAL RETURN
In accordance with the Companies Act, 2013, the Annual Return of the Company as on
March 31, 2023 will be made available on the Company's website and can be accessed at
https://suumayacorporation. com/annual-return/ after the ensuing Annual General
Meeting of the Company.
SECRETARIAL STANDARDS
The Company is following all mandatory applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the CSR policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year are set out in "Annexure-D" of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
The policy on CSR is available on the Company's website at https://
suumayacorporation.com/wp-content/ uploads/2022/02/CSR-Policy.pdf
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review there were no funds which were required to be transferred
to Investor Education and Protection Fund (IEPF).
DISCLOSURE UNDER SECTION 54(1) (D) OF THE COMPANIES ACT, 2013
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 62(l) (B) OF THE COMPANIES ACT, 2013
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY ETC
During the year, there was no other significant / material order passed by any
regulator, court or tribunal on your Company impacting the going concern status and
Company's operations in future except as mentioned:
On May, 31 2023, an adjudication order was passed by SEBI and a penalty of Rs.
1,00,000/- was levied on the Company due to delay in filing of disclosure pursuant to
Regulation 30 (2), Regulation 30 (6) and clause A6 of part A of schedule III of SEBI LODR
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during
the year under review.
DETAILS OF DIFFERENCE BETWEEN THE VALUATION AT THE TIME OF AVAILING LOAN FROM THE BANKS
AND FINANCIAL INSTITUTIONS AND DIFFERENCE BETWEEN THE VALUATION AMOUNT ON ONE TIME
SETTLEMENT
During the year under review, there were no instances of onetime settlement with any
Bank or Financial Institution.
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
During the year under review there was no penalty or punishment imposed on your
company.
DIRECTORS' RESPONSIBILITY STATEMENTS
In accordance with the provisions of section 134(3)(c) and 134(5) of the Act; your
Directors submit the following responsibility statements:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
In accordance with the requirements of Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended regarding
employees is given in "Annexure- F" and forms an integral part of this
Report.
ENVIRONMENT AND SAFETY
The environmental cleanliness and safety are a key focus area. The Company aims to grow
its business while minimizing the adverse impact of expansion on the environment. The
Company continually works with its vendors and suppliers to reduce the environmental
impacts of sourcing. Further in alignment with Company's safety standards and training
provided employees adhere to required norms and comply with relevant statutory provisions.
The Company provides a safe and healthy workplace with an aim to achieve zero injuries to
all its employees and all stakeholders associated with the Company's operations.
The Company has formulated health and safety protocols for all its employees including
front end retail employees.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention
Prohibition & Redressal) Act 2013 and Rules made there under the Company has an
Internal Complaints Committee for providing a redressal mechanism pertaining to sexual
harassment of women employees at workplace. To build awareness in this area the Company
has been conducting induction/refresher programs through external consultants and its
in-house training team in the organization on a continuous basis.
There is no case filed, during the financial year under the said Act hence the company
has no details to offer.
ANNEXURES FORMING PART OF THIS REPORT
The Annexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form part of this Report:
Sr. No. Particulars |
Annexure |
1. Dividend Distribution Policy, Nomination and remuneration
policy |
A |
2. AOC-2 |
B |
3. Particulars of Energy, Technology Absorption, Foreign
Earnings and Outgo |
C |
4. Annual report on CSR activities |
D |
5. Secretarial Auditor Report- MR-3 |
E |
6. Particular of Employees |
F |
ACKNOWLEDGEMENT AND APPRECIATION:
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support. The Board of Directors
would also like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, members, etc. Your directors are deeply grateful to
the members and investors for the confidence and faith that they have always reposed in
the Company.
|
By order of the Board of Directors |
|
For Suumaya Corporation Limited |
|
(Formerly known as Rangoli Tradecomm |
|
Limited) |
|
Sd/- |
|
Ushik Mahesh Gala |
|
Chairman & Managing Director |
|
DIN: 06995765 |
Date: August 29, 2023 |
|
Place: Mumbai |
|
|