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Suditi Industries Ltd.

BSE: 521113 Sector: Industrials
NSE: SUDITIND ISIN Code: INE691D01012
BSE 00:00 | 29 May 8.80 0.41
(4.89%)
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NSE 05:30 | 01 Jan Suditi Industries Ltd
OPEN 8.80
PREVIOUS CLOSE 8.39
VOLUME 200
52-Week high 31.80
52-Week low 6.64
P/E 10.86
Mkt Cap.(Rs cr) 15
Buy Price 8.48
Buy Qty 300.00
Sell Price 8.79
Sell Qty 100.00
OPEN 8.80
CLOSE 8.39
VOLUME 200
52-Week high 31.80
52-Week low 6.64
P/E 10.86
Mkt Cap.(Rs cr) 15
Buy Price 8.48
Buy Qty 300.00
Sell Price 8.79
Sell Qty 100.00

Suditi Industries Ltd. (SUDITIND) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting the Twenty Eighth Annual Report of theCompany together with the Audited Balance Sheet as at 31st March 2019 and the Profit andLoss Account for the year ended on that date.

Financial Results: (Standalone)

(Rs. in Lakhs)

Particulars Current Year Ended 31.03.2019 Previous Year Ended 31.03.2018
Revenue from operations 11143.62 9781.06
Other Income 19.37 17.01
Gross income 11162.99 9798.07
Profit before Interest and
Depreciation 1075.81 927.90
Finance Cost 322.02 291.23
Profit after Finance Cost 753.79 636.67
Depreciation 182.10 150.57
Profit / (Loss) before Tax 571.69 486.10
Provision for Tax 175.16 157.59
Profit / (Loss) after Tax before extra ordinary items 396.53 328.51
Deferred Tax provision 5.51 (9.96)
Comprehensive income/
Net of expenses (7.80) (2.50)
Net Profit 383.22 335.97
Add: Brought forward from
the previous year 1628.93 1264.14
Adjustment on account of Ind AS requirements - (3.37)
Amount available for appropriation 2012.15 1596.74
Transfer to Securities Premium /
ESOP 62.22 60.59
Less Dividend Paid 10.69 23.60
Less Tax Paid on Dividend 2.17 4.80
Balance carried to Balance Sheet 2061.51 1628.93

Dividend:

The promoters group in order to support the growth and developmental activities of thecompany as well as to fulfill the aspirations of the public stakeholders waived theirentitlement on the profit distribution in the form of dividend if any declared by thecompany for the year 2018-19. Accordingly the Board after considering all these aspectshas recommended subject to the approval of Shareholders a dividend for the year underreview at the rate of Rs.0.20 per Equity Share only on the portion of the paid up equitycapital held by the public as on the record date as may be announced by the board in thisregard. However no amount has been transferred to General reserve from the profits for theyear 2018-19.

Operations:

The company has maintained its growth rates even though the economic conditions werenot very supportive to the industry. There is substantial improvement in the overallperformance during the year under review in comparison to previous year. The company hasachieved an increase of around 14% in the sales figures and a substantial increase ofaround 18% in the net profits before tax in comparison to previous year. During the yearthe Retail division has maintained their performance in terms of sales and also broughtdown the operational losses in comparison to the previous year. However the Retail salessector has not made any major gains in the year under review as the sector was understress due to various external factors. However the overall outlook of the Retail businessis promising as the economic and market conditions is poised to stage significant growthin the current year. Similar trend is expected in the overall business sentiment of thecountry which was partially affected due to various factors particularly theimplementation of GST and reforms in the sector. Global economic conditions are alsoremaining subdued due to the factors like protectionist measures followed in differentpart of the world. The company has taken all the necessary steps in advance to maintainthe competitive position in the market. In spite of that the company had to absorb someamount of the losses generated by the Retail business activities. Further since thecompany is mainly catering to the domestic market and it has a strong presence in thedomestic market there is no negative slide in the sales growth. Based on the broaderoutlook for the retail sector in country the company is taking all possible measuresparticularly giving major thrust in the development of product ranges in the licentiatesegments like YouWeCan and FC Barcelona as well as in the development of the marketingnetwork in other formats.

The company is now also focusing on Tier II and III cities to strengthen the salesactivities of the Retail division to make it a more competitive business in the sector.The company is focusing more on the Large Format Stores (LFS) and on line sales network.Further the efforts are underway to add more licentiate brand under the licentiate productsegment. Towards this objective the company has executed new Licentiate agreement withsports clubs/association like NBA Properties-USA and PSG-Paris. This will eventually helpthe Retail Division to improve their margins substantially. Other than sales taxassessments there are no pending disputes in the respective tribunals/assessingauthorities.

Issue of Fully Convertible Debentures:

The company in order to promote the brand of the company and its subsidiaries throughadvertisement in print and non-print media in a major way had executed an agreement withM/s. H.T. Media Ltd. a big media group known as Hindustan Times group. Accordingly thecompany had issued three numbers of Fully Convertible Debentures of Rs.1.50 crores eachaggregating to Rs.4.50 crores to the M/s. H.T. Media Limited and the same is due forconversion in the current year. All necessary approvals were obtained from theshareholders as well as the stock exchange (BSE Ltd). The funds raised are alreadydeposited with M/s. H.T Media Ltd. as per the terms of the media and subscriptionagreement which will be utilized toward advertisement in print and non-print media forbrand building exercise over a period of 4 annual terms. The details of amount ofexpenditure are reflected in the financial statements accordingly.

Export Sales:

During the year under review there was no significant exports sales reported by thecompany as the textile export market remained sluggish and the realizations were notattractive because of continued economic slowdown in almost all parts of the world. Apartfrom this the unhealthy competition among the leading textile goods manufacturingcountries continued to haunt the prospects for a healthy textile market and created anegative impact on the price segment of the textile items. Because of these factors thecompany continued to remain focused maximum in the domestic market. However the companycontinued its efforts to draw the attention of fabric buyers from Bangladesh and otherneighboring countries. The company keeps its hopes alive for a breakthrough in its effortsto explore the possibility of developing new markets in African and Far East countries.However ultimately the positive changes in the global economic conditions particularly inthe US and European economies can only pave the way for the growth of the global textilemarket. The company is making best efforts to establish its identity with various reputedbuyers to align with their brands in the overseas market to promote the exports in largevolume.

In spite of the unfavorable trend in the global textile market the company continuesto take active participation in various international Fairs/exhibitions. Once thestability is brought in the global market India can look forward to have a better marketshare than its competitors. Hence the company always looks forward to have better exportssales in terms of better unit value realization and volume. Besides this the company hasthe capacity to make wide and better range of products particularly in printed andembroidery varieties and this will certainly help the company in the long run to increasethe exports business both in volume and value.

Licentiate Rights:

The company has at present licentiate rights with FC Barcelona Manchester City PSGParis and NBA properties USA. The company has developed and produced wide range ofgarments under licentiate rights and the market has already responded favorably for theseproducts. These brand LOGOS are embossed on the garments under licentiate rights acquiredfor India. The company is now a recognized name in India for this particular segment ofgarments. Based on the past experience and also taking into account the strengths andweakness of these business models the company is always on the move to add more suchlicentiate arrangements. This will ensure that there are always some effective brandsunder its umbrella throughout the period to ensure growth in the Retail business. Furtherthe association with "YouWeCan" backed by celebrity cricketer Mr. Yuvraj Singhis also growing very well and various products developed during the last few months willcertainly give a big boost to the company in the sales. The company is anticipating a goodoutcome from this venture in the next few years. The company is also developing othermodels on similar lines to promote the sales with better value addition.

Joint Venture:

The joint venture arrangement with M/s. Project Anushka Sharma Lifestyles Pvt. Ltd.(PAS Lifestyles Pvt. Ltd.) a company promoted by celebrity actor Mrs. Anushka Sharma andher family is now growing under the brand name "NUSH'. The object of the jointventure is to design develop and manufacture of various ladies fashion and western typeoutfits which will be sold through various large retail format stores and on line stores.The company has achieved net sales of around Rs.705 Lakhs with net profit from thebusiness of Rs.9.15 Lakhs. The financial results are consolidated with SIL results. Thecompany is focusing in aggressive manner to develop the brand name throughout the countryand is optimistic about the future prospects.

Expansion:

The company has not made any special capital expenditure plan for immediateimplementation as indicated in the earlier years. Further there is no major expansionplan in the current year also except some addition of balancing equipments and replacementof old machineries and equipments. Similarly for the Retail division also the companyplans for some expansion and the same will be managed without any additional investment ofcapital nature.

Human Resources & Industrial Relations:

The company emphasizes human resources development as a crucial factor in thedevelopment of any organization. It consists of attraction retention and development oftalent in a systematic manner to fulfill the requirements of the organization. The companyfollows various programs to provide focused people attention. The emphasis is mainly onthe promotion of talent internally through job rotation and job enlargement. TheIndustrial relations with the employees at the Company's plant at MIDC TTC IndustrialArea Pawne Village; Navi Mumbai and in the other locations continue to remain healthy andcordial.

Share capital:

The company has completed the compliance process and the authorised capital of thecompany stands today at Rs. 25 crores. Further during the year the company has issued218790 shares to employees under SUDITI ESOP PLAN 2011 in the month of April 2018.Accordingly the subscribed issued and paid-up capital has increased from Rs.16.67 Croresto Rs.16.98 Crores. Apart from this during the previous year (2016-17) the company hadalso issued Fully Convertible Debentures which will be converted into equity shares duringthe current year.

Suditi Employee Stock Option Plan 2011 (Suditi ESOP 2011):

The company had made the first grant of options to the employees in the year 2013 underthe Suditi Employee Stock Option Plan 2011. Apart from this the company has furthergranted additional 13000 no. of options in the year February 2017. In addition to this thecompany has also made another special grant of 111605 options in the month of February2017 on the eve of Silver Jubilee year celebrations to some selected employees. Eachoption is equal to one share at par (Rs.10/- each) being the price fixed for exercisingthe right. The company had given special facility while granting the first option to theemployees to exercise their right to buy the options granted to them on certain prescribedbasis over a period of 5 years. The same system is now discontinued in view ofmodification approved by the members in the Suditi Employee Stock Option Plan 2011 videspecial resolution in the 25th. Annual General Meeting. The share arising on exercise ofthe options shall be subject to a lock for a period as may be decided by the board/committee at the time of allotment. There are no options pending for vesting and entiregrant has been vested till the date of 31st March 2019.Further there are no grantsoutstanding as on date of the report as the last portion remaining has also beenexercised. The revised details are as follows:

Grant no.

Granted

Accepted

Rejected

Vested Exercised Lapsed

Balance

No of Employees Total options (Nos.) No of Employees Total options (Nos.) No of Employees Total options (Nos.) Up to the Fifth part of Grant vested unvested
First 83 350800 20 253200 63 97600 214040 204440 39160 9600 0
Second 20 13000 20 13000 0 0 13000 6500 6500 0 0
Silver Jubilee 38 111605 38 111605 0 0 111605 96780 14825 0 0

The disclosure of the details is as follows:-(a) Options granted & accepted; 377805(b) The pricing formula: At par (c) Options vested: 338645

(d) Options exercised: During the year under review 24 employees have exercised theiroptions under the SUDITI

ESOP PLAN 2011.

(e) As there are 218790 options exercised during the year under review 218790 shareswere allotted.

(f) Options rejected and lapsed: 158085 (consists of 97600 options rejected and 60485options lapsed) (g) Variation of terms of options: NA

(h) Money realized by exercise of options: Nil (i) Total number of options in force:9600 (j) Employee wise details of options granted to:

(i) Senior managerial personnel: 251000 (includes total 152000 options granted toExecutive Director (55000) Company Secretary (50000) & Chief Financial officer(47000) and no other Director is granted any options under Suditi ESOP Plan 2011).

(ii) Any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year: Nil (iii) Identified employees who weregranted option during any one year equal to or exceeding 1% of the issued capital(excluding outstanding warrants and conversions) of the company at the time of grant: Nil(k) Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of optioncalculated in accordance with Accounting Standard (AS) 20 'Earnings per Share': Rs.2.26.(l) Where the company has calculated the employee compensation cost using the intrinsicvalue of the stock options the difference between the employee compensation cost socomputed and the employee compensation cost that shall have been recognized if it had usedthe fair value of the options shall be disclosed. The impact of this difference onprofits and on EPS of the company shall also be disclosed: The impact on account of thiswill not reduce the profits as the Company has already provided the compensation costhigher by Rs.484608/- and accordingly on proforma basis the company's basic and dilutedearnings would be higher than what have been computed in the Financial Statements: (m)Weighted-average exercise prices and weighted-average fair values of options shall bedisclosed separately for options whose exercise price either equals or exceeds or is lessthan the market price of the stock: NA

(n) A description of the method and significant assumptions used during the year toestimate the fair values of options including the following weighted-average information:(i) Risk-free interest rate: 7.42% (ii) Expected life: 3 years (iii) Expected volatility:3.15% (iv) Expected dividend: Rs.0.50 per share (v) The price of the underlying share inmarket at the time of option granted: 1st grand Rs.7.68.

Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 details are stated separately in the Managerial Remuneration.

Meetings:

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year seven Board Meetings and four Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013including the amendments and the rules.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the IndependentDirectors have reviewed the performance of all the Directors including their ownperformance as well as the evaluation of the working of its Audit committee Nomination& Remuneration committee and other Compliance Committees. The details are provided inthe Corporate Governance Report.

Declaration by an Independent Director(s) and re-appointment if any:

A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has beensubmitted to the Board every year in the first Board Meeting and for the year 2019-20 hasalready been submitted. An independent director shall hold office for a term up to fiveconsecutive years on the Board of a Company but shall be eligible for reappointment fornext five years on passing of a special resolution by the Company and making disclosure ofsuch appointment in the Board's report. Shri. Vivek Gangwal is re-appointed subject to theapproval of the shareholders in the Annual General Meeting. In the opinion of the Boardthe independent directors fulfill the conditions specified in the Regulations and areindependent of the management.

Remuneration Policy:

The Board based on the recommendation of the Nomination & Remuneration Committeefollows a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. (Enclosed as AnnexureII) B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thestatement of the name of the top ten employees in terms of remuneration drawn is given inAnnexure II). Further the statement showing the requisite information pursuant to theCompanies (Appointment of Managerial Personnel) Rules 2014 is not annexed herewith asthere are no employees covered by the rule (2)(i) (ii) & (iii).

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report. Nil D) There are no disclosures to bemade as the directors (except the Chairman & Managing Director/whole time Director)are not in receipt of any remuneration or stock options other than sitting fees andreimbursement of expenses incurred for attending the meeting. The details are furnishedseparately in the corporate governance report.

Details of Subsidiary/Joint Ventures/Associate Companies:

The two subsidiaries M/s. Suditi Design Studio Limited and M/s. Suditi Sports ApparelLimited were incorporated in the month of March 2015. While M/s. Suditi Design StudioLimited had commenced sales business activities from the year 2015 itself the othersubsidiary M/s. Suditi Sports Apparel Limited has not commenced their sales businessoperations. Apart from this the company has entered into a joint venture arrangement withPAS Lifestyles Pvt. Ltd a company promoted by celebrity actor Ms. Anushka Sharma and herfamily. The joint venture company M/s. SAA & Suditi Retail Pvt Ltd. Incorporated inthe year 2017 has commenced its commercial business activities in the same year. Thedetails pursuant to sub-section (3) of section 129 of the Act (AOC-1) containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures etc are annexed herewith inthe Notes of the Accounts. The Company has also presented the Consolidated FinancialResults along with the Standalone Financial Results of the Company. The ConsolidatedFinancial Results are the combined performance of the Company along with its Subsidiariesand also taking into account of the profit performance of the joint venture company. Thedetails of the same are provided along with Notes to Accounts.

Summary of Sales:

(Rs. in Lakhs)

Particulars Suditi Industries Limited Suditi Design Studio Limited (Subsidiary) Suditi Sports Apparel Limited (Subsidiary) SAA & Suditi Retail Pvt. Ltd. Consolidated
Sales 11143.62 291.87 - 705.13 11186.12*
Profit/(loss) 383.23 (59.74) (0.32) 9.15 327.74*

* Consolidated sales figures are arrived net of Inter Company & Joint Venturecompany sales.

** The Consolidated profit figures do not include minority interest. The growth in thesales business activities of the subsidiaries has a direct impact on the performance ofthe holding company as they also sources their part of the material requirement from theCompany at the best prevailing market rate on arms length basis. In addition to this italso increases the overall profitability of the holding company besides providing valueaddition and brand value to the Company in the Market. It enables the Company to ensurefocused attention to the certain market segment which otherwise not catered or explored bythe Company in the regular course of business.

Deposits:

The Company has not accepted any deposits within the meaning of Section 73 & 76 ofCompanies Act 2013 and the rules made there under.

Energy Technology and Foreign Exchange:

The particulars relating to conservation of Energy Technology Absorption and ForeignExchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act2013 is given in the Annexure I forming part of this report.

Directors & the Key Managerial Personnel:

The Chairman Shri. Pawan Agarwal In accordance with the provisions of section 152 ofThe Companies Act 2013 retires by rotation in the forthcoming Annual General Meeting andbeing eligible offer himself for reappointment. Further the independent Director Shri.Vivek Gangwal has been reappointed with effect from 1st April 2019 and the specialresolution for seeking shareholders approval for the same is also placed before theshareholders in the notice calling the 28th Annual General Meeting. Apart from this thecompany has appointed Mr. Manoj Khemka as the

Chief Financial Officer (CFO) of the company with effect from 18/04/2019 in the currentyear. Mr. Manoj Khemka by profession is a chartered accountant and already a servingemployee of the company since 22/11/2010. He has been elevated to the position of CFO asper the plan formulated by the company. Chairman Shri. Pawan Agarwal was holding bothpositions as Chairman & Managing Director and after the induction of Shri. RajagopalRaja Chinraj as Wholetime Director (Executive Director & CEO) he relinquished theposition of Managing director with effect from 1st December 2018. Further during the yearIndependent director Shri. Sushilkumar Kasliwal being disqualified u/s 164 of the actresigned from the board with effect from 12/09/2018 in order to comply with the regulatoryrequirements.

Directors' Responsibility Statement:

The Directors hereby confirm: -i) That in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) That the Directors have prepared the annual accounts on a 'going concern' basis; v)That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and; vi) That the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate and wereoperating effectively;

Corporate Governance:

A separate section on Corporate Governance and a certificate from the Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underRegulation 34 & other applicable Regulations of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 (Listing Regulations) form part of the AnnualReport.

Cost Audit:

In view of the new Companies (Cost Records & Audit) Rules 2014 and amendmentthereof the company is now out of the purview of the Cost Audit Report Rules.

Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s. Chaturvedi & partners Chartered Accountants were appointed as statutoryauditors of the Company for a period of 5 years from the conclusion of the Twenty SixthAnnual general Meeting to till the conclusion of the thirty first Annual general Meetingsubject to ratification of their appointment at every Annual general Meeting. Accordinglynecessary resolution to this effect is proposed in the notice calling 28th Annual GeneralMeeting for the approval of the members which otherwise is not mandatory in view of theamendments to the Companies Act 2017.

Secretarial Audit Report:

In terms of Section 204 of the Companies Act 2013 and the rules made there under Shri.Shivhari Jalan Practicing Company Secretary had been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure separately tothis report. The report is self-explanatory and does not call for any further additionalcomments since the comments are addressed separately in the report.

Internal Audit & Controls:

The Company has appointed M/s. Shambu Gupta & Co. Chartered Accountants as theinternal Auditor to carry out the internal audit functions including the task ofsuggesting and implementing the recommendations to improve the control environment. Theirscope of work includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas. Internal Auditors findings are discussed withthe process owners and suitable corrective actions taken as per the directions of AuditCommittee on an ongoing basis to improve efficiency in operations. The term of the presentInternal Auditors is renewed for the year 2019-20.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been made available to each and everystakeholder and the Company has designated a senior official as Vigilance Officers tosupport the Vigilance Mechanism functions.

Risk management policy:

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any that in theopinion of the Board may threaten the existence of the company as given separately in theCorporate Governance Report.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms part of this Annual Report as ANNEXURE III.

Material changes and commitments if any to report affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report:

There are no such material changes and commitments to report under this head otherthan the issue of 9600 equity shares by the Board on exercise of options by the Employeesunder SUDITI ESOP 2011.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There are no such significant and material orders passed by any regulators to reportunder this head.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The company applies the internal control mechanism to ensure that the financialstatements prepared are true fair and transparent. The company has an internal auditmechanism apart from Management committee to ensure that all the financial transactionsexecuted are in compliance with applicable laws and regulations and in line with thebudget plans. Any variations or deviations are appropriately dealt with by the internalAudit department as well as by the Audit committee. The Company has appointed anindependent Chartered Accountant Firm to improve and strengthen the standard operatingprocedures and same is followed. According to the management the present mechanismfollowed in the company is adequate and effective. The details are also stated in theManagement discussion and analysis report annexed herewith and form part of this report.

Particulars of loans guarantees or investments under section 186 of the companies Act:

There are no loans/guarantee or security provided during the year under review. Thedetails of investments made till date are as follows: - Details of Investments:-

Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
1 01/04/15 Suditi Sports 4 lakhs Business 16/01/2015 NA 1 0 %
Apparel Ltd. activities
2 01/04/15 Suditi Design 4 lakhs Business 16/01/2015 NA 1 0 %
Studio Ltd. activity
14/03/16 do 82 Lakhs Development of 11/02/2016 NA
Business activity
3 05/10/17 SAA & SUDITI 5 lakhs Business 05/10/2017 NA 1 0 %
Retail Pvt. Ltd. activities

Particulars of contracts or arrangements with related parties:

During the year under review all transactions with related parties were placed beforethe Audit Committee for its approval. An omnibus approval from the Audit Committee wasobtained for the related party transactions which are repetitive in nature. All thetransactions with related parties entered into during the year under review were in theOrdinary Course of Business and on Arms' Length Basis in accordance with the provisions ofthe Act Rules made thereunder and SEBI Listing Regulations.

The Audit Committee and the Board review all the transactions entered into pursuant tothe omnibus approvals on a quarterly basis. Approval of the Members of the Company isalso obtained in case any related party transaction exceeds the prescribed limits and asgood corporate governance practice as there may be few transactions that may be carriedout in the long-term interest of the Company.

The Policy on Related Party Transactions is available on the Company's website and canbe accessed athttps://suditi.in/wp-content/uploads/2019/04/Related-Party-Transaction-Policy.pdf.

The particulars of contract or arrangements entered into by the Company with relatedparties at arm's length basis referred to in sub-section (1) of section 188 of theCompanies Act 2013 is disclosed in Form No. AOC-2 as Annexure IV

Obligation of company under the "Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

The company has set up a separate internal compliance committee under the "SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013."The Internal Complaints Committee is empowered to look into complaints relating to sexualharassment at work place of any women employee. Accordingly the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and the Committee ensuresthat the said policy is properly implemented all over the company. During the year Companyhas not received any complaint of harassment.