BOARD’S REPORT

To the Members,

Your Directors are pleased to present 7th Annual Report of the Company along with Audited Accounts for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE

Your Company’s financial for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized below:

                                 (Amount in Rs.)

NAME CHANGE OF THE COMPANY

Your Company’s name is changed from Richway International Trade Limited to Suumaya Lifestyle Limited by way of special resolution passed by the shareholders of the Company at an Extra Ordinary General Meeting held on June 28, 2017 and a fresh certificate of incorporation consequent upon change of name was issued on July 07, 2017 by the Registrar of Companies, Mumbai.

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The total income of the Company for the year ended as on March 31, 2018 is Rs. 3,77,43,28,640/- which is higher by about 77.99% over that for the previous year which was Rs. 2,12,05,76,743/-, on account of considerable progress in various projects/activities. Net profit after tax increased to Rs. 1,45,39,045/- in the current year from Rs. 44,65,385/- in the previous year, registering a healthy growth of 225.59%.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there is no change in the nature of the business of the Company.

DIVIDEND AND RESERVES

During the year under review, your Directors express their inability to recommend any Dividend.

During the year under review, no amount from profit was transferred to General Reserve.

CHANGE IN AUTHORISED CAPITAL

During the year, the Company has increased the authorized capital from Rs. 22,60,00,000/- (Rupees Twenty Two Crore Sixty Lakh Only) divided into 2,26,00,000 (Two Crore Twenty Six Lakhs) equity shares of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs. 10/- each by creating additional 24,00,000 (Twenty Four Lakhs) equity shares of Rs. 10/- each ranking pari passu in all respects with the existing equity shares of the Company. This resolution was passed by the shareholders of the Company at an Extra Ordinary General Meeting held on June 28, 2017.

CHANGE IN CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. As on March 31, 2018, the issued, subscribed and paid up share capital of your Company stood at Rs. 221,200,000/-, comprising 22,120,000 Equity Shares of Rs. 10/- each.

Events Occurred after Close of the Financial Year:

After the Close of the financial year 2017-18, your Company has successfully raised funds by way of Initial Public Offering by way of fresh issue of 18,88,000 Equity Shares and Offer for sale of 58,00,000 Equity Shares of Rs. 10/- each at an issue price of Rs. 18/- per share (including a premium of Rs. 8.00/- per share aggregating to Rs. 615.04 Lakhs only) . Issue opened on May 22, 2018 and closed on May 25, 2018. Against the subscription amount received, the Company allotted shares on May 31, 2018. The Company is thankful to all the shareholders for giving an overwhelming response to our SME IPO, which was oversubscribed by more than 1.37 times.

STOCK EXCHANGE

The Company has entered into Listing Agreement with National Stock Exchange of India Limited wherein Company’s shares are listed on the SME Segment. The shares are listed w.e.f. June 04, 2018.

Address of Stock Exchange: National Stock Exchange of India Limited,
Exchange Plaza, C-1, Block G,
Bandra- Kurla Complex,
Bandra (E), Mumbai – 400 051

Symbol – SUULD

FIXED DEPOSITS

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

CORPORATE GOVERNANCE REPORT

Since the Company has listed its securities on SME platform of National Stock Exchange of India 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 the Company for the financial year ended March 31, 2018.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been given hereunder.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointment of Director & Key Managerial Personnel

During the year, the following Directors and Key Managerial Personnel are appointed in the Company:

Resignation of Director & Key Managerial Personnel

During the year, the following Director and Key Managerial Personnel are resigned from the Company:

Retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Ms. Ishita Gala, Managing Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment.

The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Declaration of Independence by Independent Directors

The Company has received necessary declarations from all 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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and that such internal financial controls are adequate and were operating effectively.

MEETINGS OF THE BOARD

The Company had 9 Board meetings on June 15, 2017, June 20, 2017, July 07, 2017, July 31, 2017, August 03, 2017, August 30, 2017, November 13, 2017, February 25, 2018 and March 25, 2018 during the financial year under review.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated July 7, 2017, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company’s Equity shares on SME platform of NSE (“NSE Emerge”), The constituted Audit Committee comprises following members:

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has constituted the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable upon listing of Company’s equity shares on NSE EMERGE vide Resolution dated July 7, 2017. The Nomination and Remuneration Committee comprises the following:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable upon listing of Company’s equity shares on NSE EMERGE vide Resolution dated July 7, 2017. The re-constituted Stakeholders Relationship Committee comprises the following:

DIRECTORS’ RESPONSIBILITY STATEMENT

Your 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, 2018, 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 at March 31, 2018 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.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report and also available at website of the Company under web link: www.suumayalifestyle.com.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Since the company’ equity shares listed in the current financial year, performance evaluation etc. of board of directors, independent directors and committees of directors would be applicable in the current financial year and would form part of the next report.

AUDITORS

Statutory Auditors and Auditors’ Report

M/s. Motilal & Associates, Chartered Accountants (Firm Registration No. 106584W), were appointed as Statutory Auditors of the Company, for a term of 4 (four) consecutive years, at the 5th AGM held on September 30, 2016. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Pursuant to the notified section of Companies (Amendment) Act, 2017, the Company shall not require to seek the approval of Members for the ratification of Statutory Auditors at every AGM; the relevant amendment made effective on May 07, 2018. Hence, the ratification of Statutory Auditors at the ensuing 7th AGM is not sought.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and 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 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Avani Hasmukh Chheda & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed as “Annexure – A” and forms an integral part of this Report.

There were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company has appointed M/s D.D. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2017-18.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as “Annexure – B” and forms an integral part of this Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related party were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER

There is a Vigil Mechanism Policy in the Company and that no personnel has been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

RISK MANAGEMENT

Risk Management within the organization involves reviewing the operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

The Company is re-visiting its approach towards risk and shall periodically review and mitigate them through proper policies in place to manage all types of risk majorly financial risk, business risk, inventory pricing risk, regulatory risk and HR risk through review, audit and reporting mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your 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-C” and forms an integral part of this Report.

PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under:
• Conservation of Energy: Nil
• Technology Absorption, Research & Development: Nil
• Foreign Exchange Earning / Outgo: Nil.
As the Company is involved in manufacturing of garments & fabrics which are termed as non-polluting industry, hence the above is not applicable.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS


ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company endeavors that the conduct of all operations are in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There is no case filed, during the Financial Year under the said Act hence the company has no details to offer.

APPRECIATION

Your Directors takes this opportunity to express their deep sense of gratitude to high degree of professionalism, commitment and dedication displayed by employees at all levels. Your Directors also wish to thank its esteemed corporate clients, dealers, agents, suppliers, technology partners, investors, Government Authorities and bankers for their continued support and faith reposed in the Company. Your Directors are deeply grateful to the shareholders for the confidence and faith that they have always reposed in the Company.

For and on behalf of the Board Director

Ishita Gala
Managing Director
(DIN: 07165038)

Satish Jayantilal Khimawat
Independent Director
(DIN : 07769130)

Date: September 06, 2018                                           
Place: Mumbai                                       
                                                                                          
Annexure - A
                                                                         
Annexure - A to the Directors’ Report is disclosed Separately in the "Disclosure in secretarial audit report explanatory [Text Block]" in XBRL document.

Annexure - B

FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on March 31, 2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV. SHARE HOLDING PATTERN
(Equity Share Capital Breakup as percentage of Total Equity)


(i) Category-wise Share Holding

(ii)Shareholding of Promoters

Change in Promoters’ Shareholding

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

                                                            (Amount in Rs.)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

                           (Amount in Rs.)

B. Remuneration to other directors

                                                                      (Amount in Rs.)

*Sitting Fees has not been paid to other directors during the Financial Year 2017-18.
^ Directors were holding the position for the part of financial year 2017-18.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

                                                      (Amount in Rs.)

* Ms. Ishita Mahesh Gala was holding position of Managing Director and Chief Financial Officer and resigned from the post of Chief Financial Officer w.e.f. June 20, 2017
**Appointed w.e.f. June 20, 2017.
***Appointed w.e.f. August 30, 2017.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

“ANNEXURE C” TO THE BOARD’S REPORT

DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014. 

1.The ratio of the remuneration of each director to the median employee’s remuneration for the financial year and such other details as prescribed is as given below:

Notes: Median remuneration of the employees of the Company during the financial year is Rs. 123,233.

2. The percentage increase in remuneration of each director, Chief Financial Officer and Company Secretary, if any, in the financial year:

Notes: Percentage increase in remuneration not reported as position was held for part of the financial year 2017-18.

3. The percentage increase in the median remuneration of employees in the financial year : (37.76)%

4. The number of permanent employees on the rolls of company as on March 31, 2018: 18

5. 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 any exceptional circumstances for increase in the managerial remuneration:

Note:
*For the financial year 2016-17, the Company was into Trading Business of Garments and there was no employees on the payroll of the Company.
**Managerial Personnel includes Managing Director.

6. Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The total income of the Company for the year ended as on March 31, 2018 is Rs. 3,77,43,28,640/- which is higher by about 77.99% over that for the previous year which was Rs. 2,12,05,76,743/-, on account of considerable progress in various projects/activities. Net profit after tax increased to Rs. 1,45,39,045/- in the current year from Rs. 44,65,385/- in the previous year, registering a healthy growth of 225.59%.

The information pursuant to section 217(1) (e) of the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 is as under: • Conservation of Energy: Nil • Technology Absorption, Research & Development: Nil • Foreign Exchange Earning / Outgo: Nil. As the Company is involved in manufacturing of garments & fabrics which are termed as non-polluting industry, hence the above is not applicable.

Your 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, 2018, 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 at March 31, 2018 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.