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Salora International Ltd.

BSE: 500370 Sector: Consumer
NSE: SALORAINTL ISIN Code: INE924A01013
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NSE 05:30 | 01 Jan Salora International Ltd
OPEN 36.75
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VOLUME 100
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OPEN 36.75
CLOSE 36.80
VOLUME 100
52-Week high 56.90
52-Week low 31.95
P/E
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Salora International Ltd. (SALORAINTL) - Director Report

Company director report

Dear Members

Your Board of Directors is pleased to present 52nd Annual Report on business andoperation of the Company along with Audited Financial Statements for the Financial Yearended 31st March 2021.

The web address if any where annual report referred to in sub-section (3) of Section92 has been placed: www.salora.com

1. FINANCIAL RESULTS

The financial statement of the company has been prepared in accordance with the IndianAccounting Standards ("Ind AS"). A preview of the financial performance of theCompany for the financial year ended 31st March 2021 along with the performance of theprevious financial year have been tabled below:

(Amount Rs.in lacs)

Particulars 2020-21 2019-20
Net Sales /Income from Business Operations 8868.83 16789.70
Less: Excise Duty - -
Net Sales 8868.83 16789.70
Add: Other Income 143.46 105.10
Increase / (Decrease) in stock (111.32) (689.37)
Total 8900.97 16205.43
Less: Total Expenditure 9161.67 16600.27
Operating Profit (260.70) (394.84)
Less: Interest 571.58 696.27
Less: Depreciation & Amortization 151.49 200.02
Profit before exceptional item & tax (983.77) (1291.13)
Less: Exceptional Item 570.99 -
Profit before tax (1554.76) (1291.13)
Less: Provision for taxes
• Current Tax - -
• Deferred Tax 413.65 (62.84)
Earlier Year: Deferred Tax - -
Earlier Year: Income Tax - -
Profit / (Loss) after tax (1141.11) (1353.97)
Other comprehensive income (2.17) (3.72)
Balance carried to Balance Sheet (1143.28) (1350.25)

2. DIVIDEND

The Board of Directors of your Company after considering the relevant circumstancesand keeping in view the Company's financial position has decided that it would not beprudent to recommend any dividend for the year under review.

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

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

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review the company has achieved revenue from operation of Rs.8868.83 lacs in the current financial year 2020-21 as compared to Rs. 16789.70 lacs inthe last financial year.

The Company has operating loss of Rs. 260.70 lakhs against the operating loss of Rs.394.84 lakhs incurred during the last financial year.

The COVID-19 pandemic which is a once in a lifetime occurrence has bought with it anunimaginable suffering to people and to almost all sections of the economy. The nationwidelockdowns to curtail the transmission of disease had put the global economy in extremestress of the level not seen since the great depression and would have a long-lastingimpact.

The uncertain nature of the pandemic and its resurgence at the close of the year onceagain creates uncertainty including negative economic impact. We are hopeful that thecontinuous vaccination effort by the government will help in overcoming this testingsituation.

In this ever evolving and uncertain environment the company has decided to build arobust risk management framework. In order to do so the operations are being optimizedto:

- Improve liquidity and reduce finance cost

- Increase focus on building an adaptable supply chain to bring more predictability tobusiness

- Focus on increasing digital initiatives across its business lines in line withchanging consumer trends.

- Expansion of geographical distribution and infrastructure.

Consumer Electronics:

Our Consumer electronics division has been the backbone of the company and robustgrowth is expected in the upcoming years.

The COVID 19 induced Work-from-Home culture has also spurred spending into the household items.

In line with the company's philosophy of building a robust framework followinginitiatives are being taken to drive sustainable growth:

Expansion of product range within the above : mentioned product categories. Tie up with Google for the CERTFIED ANDROID TV
Expansion of digital channels : Tie up with Amazon to promote the Consumer electronics products
Expansion of territory : Deeper reach distribution is being built.

The Consumer Electronics project has played a prime role in the year 2020-21. TheCompany has continued its efforts to increase efficiency and to expend more state of artproducts to its lineup. Although the pandemic has led the organization to prioritize itssupply chain resilience significantly in order to adapt to the new normal. In order toreact and adapt quickly to potential disruption we made our supply chain more flexibleand agile by enhancing our efforts in development of domestic sources and de-riskingdependencies on suppliers.

The company has been consolidated its focus in 5 product segments i.e LED TV Washingmachine Refrigerator Coolers and Audio.

Audio-Video:

With the advancing technology there is growing preference for smart offices and smarthomes where LED TV is an important part of it. LED TV serves multi-fold purposes such asentertainment music player and running internet based applications i.e. transforming itinto a computer such as streaming videos from Amazon TV Netflix and Google play store.Rising disposable income of the people of consumer electronics and their shift inpreferences towards smart homes and smart offices environment up-gradation of existingTVs are driving the growth of the market.

In line with the above the company has obtained the Google license to market theCertified Android TV in Salora Brand. Additionally the company has tied up with Amazon topromote the products in the digital domain.

With the increasing innovation and technological improvements in the consumerelectronics industry the cost of LED TVs is expected to see a downward trend in future.The company strongly believes that smart LED TV's will be a pivotal part of our dailylives and there will be a robust increase in demand.

Large Appliances:

Salora's refrigerators are designed keeping the Indian consumer's needs and choices inmind. Apart from the high quality in design and manufacturing they also carry the signsof innovation that distinguish the company's including increased energy efficiency with upto 5 star rating a highly durable compressor; humidity Control active air-flowtoughened glass and designer patterns for greater aesthetic appeal.

Washing machines have become an essential item in every house making the practice ofwashing clothes more intelligent and personalized. New technologies allow for reducedwater usage. The company has expanded its product portfolio to include fully automaticwashing machines with vibrant colours and aesthetically superior looks water saverfunction multiple wash selection option lesser water consumption and higher performance.In the Semi-Automatic Category development with vibrant colours and aestheticallysuperior looks and multiple wash selection option has been done across the range.

Distribution & Trading:

The company continues to focus on building infrastructure to grow its onlinedistribution business. Through its Flex warehouses the company is able to provide vendorswith a just-in time inward solution thereby reducing out-of-stock situations. The activecategories are Telecom IT Large and small appliances and FMCG.

The pandemic has led a significant increase in the customer use of digital models ofpurchase and has presented the company with significant opportunity to become adistribution cum supply chain partner for the online players.

The company looks to expand its territorial and infrastructural presence in the segmentand hopes for robust growth.

Wind Energy

Being quite different from Company's main line of Core Business Strength of themanagement to improve overall financial position of the company the Company had decidedto sell the wind energy asset held in the name of Salora International Limited which wasapproved by the members in the Extra-Ordinary General Meeting of the Company held on 04thDecember'2020. The Business of wind energy was requiring further investment & thefuture revenue stream was uncertain. Given that the business was incurring losses erodingprofitability the management felt it is prudent to sell these assets. Moreover the presentchallenging times to meet the expectation of the members towards growth of the companythe shareholders gave their assent to sale of these assets. The sale has helped reduce theinterest cost and increased liquidity.

Your company's management firmly believes that the product range combined with anexpanded and improved sales and service network will help achieve robust growth in thefuture.

5. COVID19 PANDEMIC

Due to outbreak of Covid-19 pandemic globally and in India the Company's managementhas made initial assessment of likely adverse impact on business and financial risks onaccount of Covid-19 and the efforts to combat it. The management does not see any mediumto long term risks in the Company's ability to continue as a going concern and meeting itsliabilities. The management will continue to monitor performance and take remedialmeasures as needed to respond to the Covid-19 related risk if any.

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

There was one material change that has affected the financial position of the Companyi.e. sale of wind energy assets held in the name of Salora International Limited which wasapproved by the shareholder in the Extra Ordinary General Meeting of the Company held on4th December 2020.

Further there were no significant or material orders passed by the Regulators orCourts or Tribunals impacting the going concern status and company's operation in future.

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

The information regarding conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is provided in Annexure- Ito the Board's Report.

8. RESEARCH AND DEVELOPMENT

The information regarding Research & Development as prescribed under Sub-section(3)(m) of Section 134 of the Companies Act 2013 read with Companies (Accounts) Rules2014 is provided in Annexure- I to the Board's Report.

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THECOMPANY

The Company has put in place a well defined risk management framework to identifyevaluate and assess the potential risk and challenges and determine the process tomitigate and manage the same. The Company has carried out detailed exercise to identifyevaluate manage and monitor the potential risks to its operations. The Board periodicallyreviews the risks and suggests steps to mitigate and manage the same.

The Audit Committee of the Company with the help of periodical internal audit reportsand management's representations identifying and evaluating all possible risk and informthe Board with their possible recommendations to hedge those risk and minimizationprocedures. As per opinion of the Board there is no risk that may threaten the existenceof the Company's business.

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

The Section 135 of the Companies Act 2013 is not applicable on the Company.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees or investments made by the Company exceeding the limit asspecified under Section 186 of the Companies Act 2013 during the financial year 2020-21and particulars of loans given investments made guarantees given and securities providedunder Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 along with the purpose for which the loan or guarantee are provided inNote No. 6 & 8 of the financial statement.

12. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations2015 your company has formulated a policy on Related Party Transactions which is alsoavailable on the company's website www.salora.com. The policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and related parties.

All related party transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subject toindependent review by a reputed accounting firm to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.

All Related Party Transaction entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. Related Party Transactions disclosure is set out inNote No.45 of the financial statements forming integral part of this Annual Report.

Disclosure as required under Section 134(3)(h) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 in form AOC-2 is not applicable as all the contractsentered by the Company during the year are on arms length basis and there was no materialcontract or arrangement.

13. AUDITORS Statutory Auditors

Under Section 139 of the Companies Act 2013 and the Rules made there under it ismandatory to rotate the statutory auditors on completion of maximum term permitted underthe provisions of Companies 2013. In line with the requirements of Companies Act 2013M/s. R. Gopal & Associates Chartered Accountants (Firm Registration No.000846C) wasappointed as the Statutory Auditors of the Company to hold office for a period of fiveconsecutive years from the conclusion of the 48th AGM held on 13th September 2017 tillthe conclusion of the 53rd AGM to be held in 2022. The requirement for the annualratification of auditors' appointment at the AGM has been omitted pursuant to Companies(Amendment) Act 2017 notified on May 07 2018.

Secretarial Auditor

The Board of Directors of the Company at its meeting held on 12th August 2021 hasappointed M/s. SVR & Co. Practicing Company Secretaries to conduct Secretarial Auditfor financial year 2021-22 as required under Section 204 of the Companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report forms part of this Annual Report.

Cost Auditors

M/s. Gurvinder Chopra & Co. Cost Accountants carried out the cost audit forapplicable business during the year. The Board of Directors of the Company have appointedM/s. Gurvinder Chopra Cost Accountants as Cost Auditors for financial year 2021-22 at itsmeeting held on 12th August 2021 at a remuneration of Rs.40000/- plus taxes asapplicable and reimbursement of actual travel and out of pocket expenses. The remunerationis subject to the ratification of the members in terms of Section 148 read with Rule 14 ofthe Companies (Audit and Auditors) Rules 2014.

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

14. AUDITORS' REPORT

The Auditors' Report for financial year 2020-21 does not contain any qualificationreservation or adverse remark. The Report is enclosed with the financial statements inthis Annual Report. However the auditors have made following Emphasis of Matters.

For Financial Statements - The point-wise Emphasis of Matters made by the StatutoryAuditor and Management's response made is as under:

Emphasis of Matters Management's Response
i) The Company's has inventories as at 31st March 2021 of Rs. 4800.52 lakhs at cost. This includes old inventories under the process of identification of slow moving and non-moving by the management against which provision of Rs. 401.08 lakhs has been considered On estimation basis and we have relied upon thereon. The Company has prepared a road map going forward to reduce the old inventory level on priority. The Company has also sold old inventory during the year. The additional provision if any on inventories shall be accounted for at the time of disposal / realization. The Company has made rigorous efforts to reduce the old inventories on priority basis. The goods are in saleable condition and sale of the same has been observed at price above cost continuously. There are positive sign of faster sellout of these inventories in the period coming next. Company expects sale of this inventories during upcoming festive season. The Company is also expecting sale of these products through e-commerce portals.
ii) Contingent liabilities of Rs. 6027.80 lakhs related to Sales Tax Excise Duty and Income Tax etc. against which amount deposited Rs. 829.17 lakhs which are contested by the Company and pending before various forums. However Management believes that based on legal advice the outcome of these contingencies will be favorable and that outflow of economic resources is not probable. The Management is of the opinion that all the litigation and claim the outcomes are most likely to be in favour of the Company. In respect of said liabilities the company has filed appeal to the various authorities / forums / tribunals against the liabilities. As per expert's opinion the company has strong legal opinion in the cases of all the litigation in its favour.
iii) The Company has material statutory dues recoverable of Sales Tax of Rs. 349.21 lakhs and Income tax Rs.114.46 lakhs which has been considered good. The Management is of the opinion that all the balances are recoverable and considered good and no provision in the financial statements against these at this stage are considered necessary. The Company has strong opinion that in the all cases realization will be in its favour.
iv) Deferred tax assets (net) Rs. 2184.93 lakhs as at 31st March 2021 as the management is confident for realization of the same based on the capital gain on disposal of property situated at NOIDA which has been approved by the Board in meeting held on 08th April 2021 and by the shareholders in Extra Ordinary General Meeting held on 14th May 2021 and also on the basis of future taxable business income. The Management is confident that realization of the same will be based on the capital gain on sell of property situated at NOIDA and also on the basis of future taxable business income.

Our conclusion is not modified in respect of these matters stated above.

15. SECRETARIAL AUDIT REPORT

The Secretarial Auditors' Report for Financial Year 2020-21 contains observation -

M/s SVR & co. Company Secretaries was appointed as Secretarial Auditor of theCompany for financial year 2020-21. The observation of the secretarial auditor and themanagement response with respect to it is as follows:

Observation Management's Response
Observations under the Companies Act 2013
1. The issues relating to the previous audit report in respect of transfer of equity shares to IEPF pursuant to section 124(6) of the Companies Act 2013 and to file Form IEPF 4. The said compliance has been made on 03.09.2021 vide challan no of IEPF 4: T40504672
Observations under The Securities and Exchange Board c Regulations 2015 if India (Listing Obligations and Disclosure Requirements)
1. There was a gap of more than 6 months from the date of resignation and appointment of new Compliance Officer. Management assured to keep appointed Compliance Officer on Regular Basis in future.
2. Due date for filing details of all related party transaction was 07.12.2020 but it was filed on 19.01.2021. Management assured to file future disclosures on time.
3. Due date for submitting Annual Report along with the Notice of AGM was 09.09.2020 but it was submitted on 10.09.2020. Management assured to file future disclosures on time.

16. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

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

17. COMPANY'S POLICY ON PREVENTION OF INSIDER TRADING

In Terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyframed

(a) Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting ofTrading by Insiders and

(b) Code of Fair Disclosure

(c) Code of Practice & Procedure for fair disclosure of unpublished price sensitiveinformation. The Company's Code inter alia prohibits dealing in the shares of theCompany by an insider while in possession of unpublished price sensitive information inrelation to the Company and also during certain prohibited periods.

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

Following are the meetings of the Board of directors which were held during thefinancial year under review with a gap of statutory time limit provided under theCompanies Act 2013 and SEBI (Listing Obligations & Listing Requirements) Regulations2015.

Members of the Board duly met on following dates;

• 1st Board Meeting 8th July 2020
• 2nd Board Meeting 20th August 2020
• 3rd Board Meeting 7th November 2020
• 4th Board Meeting 9th February 2021

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) read with sub-section (5) of Section 134 ofthe Companies Act 2013 the Board of Directors to the best of their knowledge andability confirm that:

a. In preparation of the annual accounts for the financial year ended 31st March 2021 the applicable accounting standards "IND AS" have been followed along withproper explanation relating to material departures;

b. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of financial year and of the profit /(loss) of the company for that period;

c. They have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

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

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

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

There is no subsidiary of the Company. Also the Company has no joint venture /associate company as at 31st March 2021.

21. DEPOSITS

During the year under review your company has not accepted / received any depositsfalling within the meaning of Section 73 of the Companies Act 2013 read with rules madethere under.

22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in the Board Members during the financial year 2020-21.

Shri Mahak Agarwal was appointed as Company Secretary & Compliance Officer of theCompany on 08.07.2020 and he resigned from the office of Company Secretary w.e.f.20.02.2021.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Company have received declarations from all Independent Directors confirming thatthey meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Independent Directors have also confirmedcompliance with the Company's code of conduct during the financial year 2020-21.

24. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members:

1) Shri Karna Singh Mehta Chairman

2) Shri Sanjeev Kaul Duggal Member

3) Shri Parmartha Saikia Member

4) Shri Tarun Jiwarajka Member

The above composition of the Audit Committee consists of three independent directorsand one executive director (promoter's group).

Shri Parmartha Saikia and Shri Tarun Jiwarajka were appointed as member of thecommittee w.e.f. 09.02.2021 Smt. Neetu Jiwarajka ceased from membership of the committeew.e.f. 09.02.2021

25. VIGIL / WHISTLE BLOWERS MECHANISM

The Company has in place a Whistle Blower Policy which provides a mechanism foremployees / Board Members and others to raise good faith concerns about violation of anyapplicable laws / Code of Conduct of the Company gross wastage or misappropriation offunds substantial or specific danger to public health and safety abuse of authority orunethical behavior and to protect the individuals who take such action from retaliation orany threat of retaliation and also provides for direct access to the Chairman of the AuditCommittee. The functioning of the Vigil mechanism is reviewed by the Audit Committee fromtime to time.

The Whistle Blowers are not denied access to the Audit Committee of the Board. Thedetails of the Whistle Blower Policy are given in the Report on Corporate Governance andare also available on the Company's website at: www.salora.com

26. ANNUAL RETURN

Annual Return of the Company as on 31st March 2021 is available on the company'swebsite and can be accessed at http://salora.com/pdf/annualreturn31032021.pdf

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 AND PROVIDING VIGIL MECHANISM

The Company is committed to ensuring that all employees work in an environment that notonly promotes diversity and equality but also mutual trust equal opportunity and respectof human rights. The Company has also committed to provide a work environment that ensureevery woman employee is treated with dignity respect and afforded equal treatment.

The Company has formulated a Policy on Prevention of Sexual Harassment in accordancewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made there under which is aimed atproviding every woman at the workplace a safe secure and dignified work environment.During the year we expanded the scope of our Prevention of Sexual Harassment CommitteePolicy to make it more inclusive and gender neutral detailing the governance mechanismsfor prevention of sexual harassment issues relating to employee across genders. TheCompany has re-constituted Internal Committee on 09-02-2021. While maintaining the highestgovernance norms the Company has included external independent persons who work in thisarea and have the requisite experience in handling such matters. The Company has in placean Internal Complaints Committee to inter-alia:

1) Prevent sexual harassment of women workers at the workplace; and

2) Redress the complaints in this regard.

During the year under review the Company did not receive any complaint.

28. SHARE CAPITAL

The Equity Shares of the Company are listed at BSE Ltd. (BSE) and listing fees for theFinancial Year 2021-22 have been paid to Stock Exchange.

29. DEMATERIALISATION

Trading of Equity Shares of the Company in dematerialized form is compulsory for allshareholders w.e.f. 28.08.2000 in terms of the Notification issued by SEBI. The Companyhas achieved higher level of dematerialization with 98.9% of the total number of EquityShares being held in the electronic mode with two depositories (NSDL & CDSL).

30. PARTICULARS OF EMPLOYEES

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

31. CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance for theyear under review is provided as Annexure - V together with a certificate from theSecretarial Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations is annexed as Annexure-VII. Acertificate of the CEO and CFO of the Company in terms of Listing Regulations inter-aliaconfirming the correctness of financial statements and cash flow statements adequacy ofthe internal control measures and reporting of matters to the Audit Committee is alsoannexed as Annexure-VI'.

32. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulation 2015 theManagement's Discussion and Analysis is set out in this Annual Report as Annexure-VIII'

33. SECRETARIAL STANDARDS

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

34. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. The internal control mechanism comprises a well-defined organization whichundertakes time bound audits and reports its findings to the Audit Committee documentspolicy guidelines and determines authority level and processes. The Audit Committeeregularly reviews the systems and operations to ensure their effectiveness andimplementation.

The Audit Committee of the Board of Directors regularly reviews execution of AuditPlan the adequacy and effectiveness of internal audit systems and monitorsimplementation of internal audit recommendations including those relating to strengtheningof company's risk management policies and systems.

35. BOARD AND INDIVIDUAL DIRECTOR EVALUATION

The Board carried out an annual performance evaluation of its own performance and thatof its committees and individual directors as per the formal mechanism for such evaluationadopted by the Board. The performance evaluation of all the Directors was carried out bythe Nomination and Remuneration Committee.

The performance evaluation of the Chairman the Non-Independent Directors and the Boardas a whole was carried out by the Independent Directors. The exercise of performanceevaluation was carried out through a structured evaluation process covering variousaspects of the Board functioning such as composition of the Board & committeesexperience & competencies performance of specific duties & obligationscontribution at the meetings and otherwise independent judgment governance issues etc.

36. ACKNOWLEDGEMENTS

The Directors place on record its appreciation for support and co-operation yourcompany has been receiving from its suppliers distributors retailers business' partnersand others associated with it. Your directors also take this opportunity to thanks allshareholders clients vendors Banks Government and Regulatory Authorities both at theCentral and State level for their continued support.

The Directors also place on record their appreciation to employees at all level fortheir hard work during this unprecedented year. The Directors look forward to theircontinued support in future.

For and on behalf of the Board of Directors Salora International Ltd.
(Gopal Sitaram Jiwarajka)
Chairman & Managing Director
Date: 12.08.2021 DIN:00024325
Place: New Delhi

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