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Sueryaa Knitwear Ltd.

BSE: 540318 Sector: Industrials
NSE: N.A. ISIN Code: INE249U01013
BSE 05:30 | 01 Jan Sueryaa Knitwear Ltd
NSE 05:30 | 01 Jan Sueryaa Knitwear Ltd

Sueryaa Knitwear Ltd. (SUERYAAKNITWEAR) - Director Report

Company director report

To

The Shareholders of the Company

Your Directors are pleased to present this 25th Annual Report together withthe Audited Annual Financial Statements for the year ended March 312021.

COVID-19 PANDEMIC

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial well being of nations corporations and individuals. A detailed discussionon impact of COVID-19 on the business and operations of the Company is covered in the‘Management Discussion and Analysis Report.'

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the prevailing COVID-19 situation and consequent lockdown across thecountry the Ministry of Corporate Affairs (MCA) has exempted companies from circulationof physical copies of Annual Report for FY 2021.

Accordingly the Annual Report of the Company for FY 2021 is being sent only by emailto the members and all other persons/entities entitled to receive the same.

This Annual Report along with other documents is also available on the Company'swebsite at https:// www.sueryaaknitwear.com

FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your Company

The Financial Year 2020-21 had been a little tumultuous for the Company as your Companyhas shown a conventional performance during the year under review. The net Loss of yourCompany has decreased from Rs. 1080691.39 in the Financial Year 2019-20 to Rs.448994.42 in the Financial Year 2020-21.

The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:

Amount (In Rs.)

PARTICULARS Standalone
2020-21 2019-20
Income from Business Operations 0 4658331
Other Income 25000 0
Total Income 25000 4658331
Less: Expenditure except Depreciation 359944.42 5541421.39
Profit/Loss before Depreciation and Tax (334944.42) (8883090.39)
Less: Depreciation 69688 166955
Profit/Loss before Tax (404632.42) (1050045.39)
Less: Tax Expense 0 0
Less: Deferred Tax 44732 43496
Add: MAT Credit Entitlement 0 0
Less: Prior Period Taxes (370) (12850)
Net Profit/Loss after tax (448994.42) (1080691.39)
Add: Other Comprehensive Income 363790.86 331.268.16
Net Profit/Loss for the period (85203.56) (749423.23)
Earnings per share:
Basic (0.17) (0.42)
Diluted (0.17) (0.42)

DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by theCompany.

RESERVES

The Board proposes no amount to transfer to the reserves as the company is runningunder loss.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Companyhas not issued any shares including Equity Shares Shares with Differential Voting RightsStock Options Sweat Equity etc. The Company has not bought back any equity shares duringthe year 2020-21.

As on 31st March 2021 paid-up share capital of the Company stood at Rs.25978000 consisting of 2597800 Equity Share of Rs. 10/- each.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits in terms ofSection 73 of the Companies Act 2013. There were no unclaimed deposits at the end ofFinancial Year i.e. 31st March 2021.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2020-21.A statement about Subsidiary/Joint Ventures/AssociateCompany(ies) is mentioned in Form AOC-1 is not applicable.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re - designation Resignation Death Dis-qualification variation made orwithdrawn etc. are as follows:

S. No. Name Designation Appointment Cessation
1. Priyanka Ram Company Secretary & Compliance Officer 25.07.2020 12.04.2021
2. Sunayana Puri Director 01.07.2020 -
3. Sanjay Sahni Director 24.07.2020 -

The Board places on record its appreciation for the services rendered by Ms. PriyankaRam who resigned from the office w.e.f. 12.04.2021.

Ms. Sunayana Puri (DIN:05136792) Director will be retiring by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends her re-appointment to the Board of the Company at the ensuing Annual GeneralMeeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "Annexure-B.".It can be accessed on the website of the company at www.sueryaaknitwear.com

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

During the period the Board of Directors of your Company met 11 times. The dates onwhich the meetings were held are July 012020 July 24 2020 July 25 2020 July 312020August 26 2020 September 14 2020 October 22 2020 November 07 2020 December 082020 February 112021 March 05 2021 and the gap requirement of 120 days between twomeetings have been complied with. The necessary quorum was present for all the meetings.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. The Compositionof the Committee is given in the Corporate Governance Report which forms the integral partof this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on December 18 2020 appointed M/s.Sanjeev Bimla & Associates Chartered Accountants (Firm Registration No. 008840N)as Statutory Auditors of the Company for a period of Five years to hold office till theconclusion of 29th Annual General Meeting of the Company. Thus M/s SanjeevBimla & Associates Chartered Accountants shall continue to act as Statutory Auditor.

Qualification(s) and Directors' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Ojha & Associates Company Secretaries to undertake SecretarialAudit of the Company.

The Secretarial Audit was conducted by Mr. Tanay Ojha Company Secretary and thereport thereon is annexed herewith as "Annexure-C.".

Qualification(s) and Directors' comments on the report of Secretarial Auditor:

Observations in the report are on the basis of facts and are self explanatory.

C. INTERNAL AUDITOR

The Company had appointed Internal Auditor of the Company to carry out the InternalAudit Functions. The Internal Auditor submits a "Quarterly Report" to the AuditCommittee for its review.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria asspecified under Section 148 (1) Of Companies Act 2013 read with Companies (Cost Recordand Audit) Rules 2018 for maintenance of cost accounts. Therefore the Company is notrequired to maintain the cost records in respect of its products/ service. Therefore norequirement of Appointment of Cost Auditor arises.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143 (12)of Act and Rules framed thereunder.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the Section 186 of the Companies Act 2013 during the yearunder review.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPANIES ACT 2013

In the financial year 2020-21 company had not entered into any contracts orarrangements with any related parties which are not at arm length. Form AOC-2 is attachedas "Annexure-A.".

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

To the best of the Management's knowledge there has been no material order passed byany regulator or Court or Tribunal impacting the Going Concern status of the Company'soperations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given below:

Conservation of energy
1. the steps taken or impact on conservation of energy NIL
2. the steps taken by the company for utilizing alternate sources of energy NIL
3. the capital investment on energy conservation equipment NIL
Technology absorption
1. the efforts made towards technology absorption NIL
2. the benefits derived like product improvement cost reduction product development or import substitution NIL
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NIL
4. the details of technology imported NIL
5. the year of import NIL
6. whether the technology been fully absorbed NIL
7. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NIL
8. the expenditure incurred on Research and Development NIL
Foreign exchange earnings and Outgo
1. The Foreign Exchange earned in terms of actual inflows during the year NIL
2. The Foreign Exchange outgo during the year in terms of actual outflows NIL

Further there were no foreign exchange earnings and outgo during the year underreview.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. The whistle blower policy isuploaded on the website of the Company and can be accessed athttps://www.sueryaaknitwear.com/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the Practicing Company Secretary confirmingcompliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company's Internal Financial Control System. The Statutory Auditorsof the Company have also reviewed the Internal Financial Control system implemented by theCompany on the financial reporting and in their opinion the Company has in all materialrespects adequate Internal Financial Control system over Financial Reporting and suchControls over Financial Reporting were operating effectively as on 31st March2021 based on the internal control over financial reporting criteria established by theCompany.

The policies and procedures adopted by the Company ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

a) Employed throughout the year Nil
b) Employed for part of the year Nil

None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuant to the provisions of Section 197 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014; hence no such particulars areannexed.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Limited.

All statutory dues including Annual Listing Fees for the Financial Year 2021-22 hasbeen paid by the Company. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS 2015

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company at their meeting held on 05thMarch 2021 Additionally all Independent Directors of the company shall be bound byduties of Independent Directors as set out in Companies Act 2013 to be read with SEBIListing Regulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS 2015

The Board of Directors has laid down the Code of Practices and Procedures for FairDisclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI(Prevention of Insider Trading) Regulations 2015 & Code of Conduct to RegulateMonitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI(Prevention of Insider Trading) Regulations 2015 at their meeting held on 5thMarch 2021.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OFSEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.

For and on behalf of the Board Sueryaa Knitwear Limited
Rajiv Jain Saurabh Tripati
Managing Director Director
DIN:01029784 DIN:02828108
Date: 27.08.2021
Place: Ludhiana

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