Directors Report of Suumaya Industries Ltd.

Mar 31, 2018

BOARD''S REPORT

To the Members,

Your Directors are pleased to present 7thAnnual 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.)

Particulars	Current Year 2017-18	Previous Year 2016-17
Revenue from Operations	3,77,39,91,333	2,12,05,76,743
Other Income	3,37,307	-
Total Income	3,77,43,28,640	2,12,05,76,743
Profit before Depreciation & Tax	2,12,40,492	72,44,880
Less : Depreciation and amortization expense	1,59,660	1,19,787
Net Profit before Taxation and Exceptional Items	2,10,80,832	71,25,093
Add : Exceptional Items	-	-
Less : Tax Expenses	65,41,787	26,59,708
Add: Total other comprehensive income	-	-
Net Profit after Tax	1,45,39,045	44,65,385

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 Closure 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 forgiving 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-l, 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 here under.

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:

Name	Original Date of Appointment	Position
Ms. Sneha Dutta	20/06/2017	Non-Executive Independent Director
Ms. Amisha Sanjay Shah	28/06/2017	Non-Executive Independent Director
Mr. Paras Hansrajbhai Desai	28/06/2017	Non-Executive Independent Director
Ms. Karishma Ruturaj Kaku	20/06/2017	CFO(KMP)
Mr. Ushik Mahesh Gala	30/08/2017	CEO(KMP)

Resignation of Director & Key Managerial Personnel

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

Name	Date of Cessation	Position
Mr. Devang Bhupendra Shah	20/06/2017	Additional Director
Ms. Ishita Gala	20/06/2017	CFO(KMP)
Ms. Amisha Sanjay Shah	24/09/2017	Non-Executive Non-independent Director
Ms. Karishma Ruturaj Kaku	23/09/2017	Additional Director

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 herself 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:

Name of Director	Nature of Directorship	Status in Committee
Mr. Paras Hansrajbhai Desai	Non-Executive, Independent Director	Chairman
Mr. Satish Jayantilal Khimawat	Non-Executive, Independent Director	Member
Ms. Sneha Dutta	Non-Executive, Independent Director	Member

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:

Name of Director	Nature of Directorship	Status in Committee
Mr. Satish Jayantilal Khimawat	Non-Executive, Independent Director	Chairman
Mr. Paras Hansrajbhai Desai	Non-Executive, Independent Director	Member
Ms. Sneha Dutta	Non-Executive, Independent Director	Member

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:

Name of Director	Nature of Directorship	Status in Committee
Mr. Satish Jayantilal Khimawat	Non-Executive, Independent Director	Chairman
Mr. Paras Hansrajbhai Desai	Non-Executive, Independent Director	Member
Ms. Sneha Dutta	Non-Executive, Independent Director	Member

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.suumavalifestvle.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 H R 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 isasunder:

• Conservation of Energy: Nil

• TechnologyAbsorption, 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/MATERIALORDERS PASSED BYTHE REGULATORS

No significant and material orders have been passed by the Regulators/Courts/Tribunals impacting the going concern status and Company''s operations in future.

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.

Date: SeptemberOG, 2018		For and on behalf of the Board
Place: Mumbai
	Ishita Gala	Satish Jayantilal Khimawat
	Managing Director	Independent Director
	(DIN: 07165038)	(DIN : 07769130)

"ANNEXURE A" TO THE BOARD''S REPORT

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014] To,

The Members, Suumaya Lifestyle Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Suumaya Lifestyle Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Suumaya Lifestyle Limited ("the Company") for the financial year ended on 31.03.2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable during the period under review)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;(Not applicable during the period under review)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable during the period under review)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;(Not applicable duringthe period under review)

(vi) We have relied on the representation made by the Company and its Officers for systems and mechanisms formed by the company for compliances under other applicable Acts, Laws and Regulations to the Company.

The list of major head/ groups of Acts, Laws and Regulations as applicable to the Company is given in Annexure A. We have also examined compliance with the applicable clauses of the following:

(I) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has complied with the provisions of the Act Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that the Compliance by the Company of applicable Financial laws like Direct &. Indirect tax laws, Maintenance of financial records and books of accounts, Service tax, etc has not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items and obtaining shorter consents wherever necessary before the meeting and for meaningful participation at the meeting.

As per the minutes of the Board duly recorded and signed by Chairman, the decisions of the Board were unanimous and thus no dissenting views have been recorded.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has made the following major decisions:

1. During the year under review, the Company was listed in Institutional Trading Platform (ITP) of BSE Limited and the Company have applied for delisting from Institutional Trading Platform of BSE vide letter dated March 30, 2017 and had been delisted with effect from June 15, 2017 vide Notice no. 20170601-12 dated June 01, 2017.

2. During the year under review, the following Resolutions were passed by shareholders of the Company at the Extra Ordinary General Meeting held on June 28,2017:

the name of the Company was changed from RICHWAY INTERNATIONAL TRADE LIMITED to SUUMAYA LIFESTYLE LIMITED and afresh certificate of incorporation consequent upon change of name was issued on July 07,2017 by the Registrarof Companies, Mumbai.

the Company has increased Authorised Share Capital from Rs. 22,60,00,000/- (Rupees Twenty Two Crore Sixty Lakh Only) divided into 2,26,00,000 (Two Crores 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 Crores Fifty Lakhs) equity shares of Rs. 10/- each by creating additional 24,00,000 (Twenty Four Lakhs) equity shares of Rs. 10/- each. the Company had adopted New Set of Articles of Association;

Raising of Capital through Initial Public Offer of Equity Shares and Offer for Sale

3. During the year under review, the Company had altered the Memorandum of Association of the Company by inserting the new object clause and re-arranging and re-numbering the existing clause by passing Special Resolution through postal ballot by the shareholders and the result of which was declared on July 24,2017.

4. During the year under review, the Company has filed draft prospectus on the EM ERG E Platform of National Stock Exchange of India Limited, on March 5,2018. Further, the in-principal approval from NSE for listing of equity shares was pending as on March 31,2018.

5. During the year under review, the company had passed special resolution for making initial public offer (IPO) and listing of equity shares of the company through initial public offer (IPO) in its Annual General Meeting held on September 23,2017, superseding the resolution passed by the Members in its EG M on June 28,2017 for the same.

6. During the year under review, the Company has made application for Condonation of delay under the section 460 of the Companies Act, 2013 with MCA on the following matters:

the Company has notfilede-form 23 forthe purpose of the Issue of 5,000 Equity Shares of Rs. 10/-each to the extent of Rs. 50,00,000/- under Section 81(1A) of the Companies Act, 1956 ("the Act) read with rules made thereunder and other applicable provisions of the Act, passed in its Extra Ordinary General Meeting held on March 30,2012.

The Company has not filed e-form 23 for the purpose of the Issue of 11,00,000 Equity Shares of Rs. 10/- each to the extent of Rs. 11,00,000/- under Section 81(1A) of the Companies Act, 1956 ("the Act) read with rules made thereunder and other applicable provisions of the Act, passed in its Extra Ordinary General Meeting held on March 30,2013.

The Company has not filed e-form MGT-14 for the purpose of Approval of Un-audited Financial Results (Provisional) forthe half year ended 30th September, 2014 in the format prescribed of the Listing Agreement for SME segment with the Stock Exchanges and also for the purpose of Appointment of M/s. Rakesh Parmar & Co., Practicing Chartered Accountant as Internal Auditor for the financial year 2014-15 under Section 138 of the Companies Act, 2013 read with rules made thereunder and other applicable provisions of the Act, passed in its in its Board Meeting held on November 14,2014.

The Company has not filed e-form MGT-14 for the purpose of Approval of Boards Report for the year ended March 31, 2015 under Section 134 of Companies Act, 2013 ("the Act") read with rules made thereunder and other applicable provisions of the Act and also for the purpose of Appointment of Ms. Shipra Agarwal, Practicing Company Secretary as Secretarial Auditor for the financial year 2015-16 under Section 204 of the Act read with rules made thereunder and other applicable provisions of the Act, in its Board Meeting held on September 5, 2015.

Further, the status of all the forms filed by the Company shows pending for approval as on March 31,2018 on MCA portal.

for Avani Hasmukh Chheda & Associates

Avani Hasmukh Chheda

Proprietor

Practicing Company Secretaries

ACS :42486

C.P.No.:17773

Place:Mumbai

Date: September 6, 2018

A. Regulations governing Manufacturing Sector

The Factories Act, 1948

The Industrial Disputes Act, 1947 and Industrial Dispute (Central) Rules, 1957

The Goa, Daman and Diu Fire Force Act, 1986

The Employees'' Compensation Act, 1923

The Employees State Insurance Act, 1948

The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952

Equal Remuneration Act, 1976

Maternity Benefit Act, 1961

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Payment of Bonus Act, 1965

The Payment of Gratuity Act, 1972

The Payment of Wages Act, 1936

Maharashtra Shops and Establishment Act, 1948

The Goa, Daman and Diu Weights and Measures (Enforcement) Act, 1968

The Micro, Small and Medium Enterprises Development Act, 2006 and Industries (Development and Regulation) Act, 1951

Daman & Diu Micro and Small Enterprises Facilitation Council Rules, 2006

B. Environmental Regulations

Environment Protection Act, 1986and Environment (Protection) Rules, 1986

Water (Prevention and Control of Pollution) Act, 1974

Water (Prevention and Control of Pollution) Cess Act, 1977

Air (Prevention and Control of Pollution) Act, 1981

Air (Prevention and Control of Pollution) (Union Territories) Rules, 1983

Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008

C. Tax Related Legislations

The Central SalesTax Act, 1956

Value Added Tax

The Daman and Diu Value Added Tax Regulation, 2005 and the Daman and Diu Value Added Tax Rules, 2005

Income-tax Act, 1961

The Customs Act, 1962

The Central Excise Act, 1944

Service Tax

D. Other Legislations Transfer of Property Act, 1882 The Registration Act, 1908 Maharashtra Stamp Act, 1958

The Indian Stamp (Goa, Daman and Diu Amendment) Act, 1968 The Indian Contract Act, 1872 The Specific Relief Act, 1963 Competition Act, 2002 The Trademarks Act, 1999

To,

The Members,

Suumaya Lifestyle Limited

Gala No.SF/D, Malad Industrial Units, Coop Soc Ltd Kachpada, Ramchandra Lane Extension, Malad (W) Mumbai Mumbai City MH 400064

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for ouropinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

for Avani Hasmukh Chheda & Associates

Avani Hasmukh Chheda

Proprietor

Practicing Company Secretaries

ACS :42486

C.P.No.:17773

Place:Mumbai

Date: September 6, 2018

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:

CIN	U70102MH2011PLC220879
Registration Date	11/08/2011
Name of the Company	Suumaya Lifestyle Limited
Category	Company Limited by Shares
Sub-Category of the Company	Indian Non-Government Company
Address of the Registered office and contact details	Gala No. 5F/D, Malad Industrial Units, Coop Soc Ltd Kachpada, Ramchandra Lane Extension, Malad (W), Mumbai Mumbai City MH 400064 IN Tel.: [phone] Email:[email protected]
Whether listed company	Yes
Name, Address and Contact details of Registrar and Transfer Agent	Bigshare Services Pvt Ltd 1st Floor, BharatTin Works Building, Opp. Vasant Oasis Apartments, Makwana Road, Andheri (E), Mumbai - 400059 Tel.: [phone] Fax: [phone] E-mail:investor(5)bieshareonline.com

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SI. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Manufacturing of Fabrics & Garments	14101	100

PARTICULARS OF HOLDING,SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.	Name and address of the company	CIN/GLN	Holding / Subsidiary / Associate	% of shares held	Applicable section
Not Applicable

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year [As on 01.04.2017]				No. of Shares held at the end of the year [As on 31.03.2018]				% Change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	87500	0	87000	0.40	1887500	0	1887500	8.54	8.14
b) Central Govt	0	0	0	0	0	0	0	0	0
c) State Govt (s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp.	5800000	0	5800000	26.22	5800000	0	5800000	26.22	0
e) Banks/FI	0	0	0	0	0	0	0	0	0
f) Any Other.
1 ) Bodies Corp. (LLP)	0	0	0	0	4860000	0	4860000	21.97	21.97
1 1 ) Directors Relatives	0	0	0	0	810000	0	810000	3.66	3.66
Sub-total (A) (1):-	5887500	0	5877500	26.62	13357500	0	13357500	60.39	33.77
(2) Foreign
a) NRIs - Individuals	0	0	0	0	0	0	0	0	0
b) Other - Individuals	0	0	0	0	0	0	0	0	0
c) Bodies Corp.	0	0	0	0	0	0	0	0	0
d) Banks / FI	0	0	0	0	0	0	0	0	0
e) Any Other....	0	0	0	0	0	0	0	0	0
Sub-total (A) (2):-
Total shareholding of Promoter (A) = (A)(1) (A)( 2)	5887500	0	5877500	26.62	13357500	0	13357500	60.39	33.77

B. Public Shareholding
1. Institutions
a) Mutual Funds	0	0	0	0	0	0	0	0	0
b) Banks/FI	0	0	0	0	12000	0	12000	0.54	0.54
c) Central Govt	0	0	0	0	0	0	0	0	0
d) State Govt(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Insurance Companies	0	0	0	0	0	0	0	0	0
g) FIIs	0	0	0	0	0	0	0	0	0
h)Foreign Portfolio-Corp.	0	0	0	0	0	0	0	0	0
I) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
j) Others (Alternate Investment Funds)	0	0	0	0	0	0	0	0	0
Sub-total (B)(l):-	0	0	0	0	12000	0	12000	0.54	0.54
2. Non-Institutions
a) Bodies Corp.
I) Indian	5409125	0	5409125	24.45	1334925	0	1334925	6.03	(18.42)
ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals
I) Individual shareholders holding nominal share capital up to Rs. 1 lakh	1511900	0	1511900	6.83	893600	0	893600	4.04	(2.80)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	9261200	0	9261200	41.87	6277200	0	6277200	28.38	(13.49)
c) Others (specify)
Clearing Member	50275	0	50275	0.23	36775	0	36775	0.17	(0.06)
Non Resident Indians (NRI)	0	0	0	0.00	0	0	0	0.00	0.00
Non Resident Indians (Non Repat)	0	0	0	0.00	0	0	0	0.00	0.00
Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
Market Maker	0	0	0	0.00	0	0	0	0.00	0.00

Sub-total (B)(2):-	16232500	0	16232500	73.38	8642500	0	8642500	39.07	(34.31)
Total Public	16232500	0	16232500	73.38	8762500	0	8762500	39.61	(33.77)
Shareholding (B) =
(B)(1) (B)(2)
TOTAL (A) (B)	22120000	0	22120000	100.00	22120000	0	22120000	100.00	0.00
C Shares held by
Custodians and
against which
Depository Receipts
have been issued
Promoter and	0	0	0	0.00	0	0	0	0	0.00
Promoter Group
Public	0	0	0	0.00	0	0	0	0	0.00
GRAND TOTAL	22120000	0	22120000	100.00	22120000	0	22120000	100.00	0.00
(A) (B) ( C)

(ii)Shareholding of Promoters

Sr. No.	Shareholder''s Name	Shareholding at the beginning of the year [As on 01.04.2017]			Shareholding at the end of the year [As on 31.03.2018]			% change in share holding during the year
		No. of Shares		% of Shares Pledged/ encumber edto total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares
1	Indiacredit Risk Management LLP	0	0.00	0.00	4860000	21.97	0.00	21.97
2	Ms. Ishita Mahesh Gala	0	0.00	0.00	1800000	8.14	0.00	8.14
3	Mr. Ushik Mahesh Gala	0	0.00	0.00	270000	1.22	0.00	1.22
4	Ms. Karishma Ruturaj Kaku	0	0.00	0.00	270000	1.22	0.00	1.22
5	Ms. Amisha Sanjay Shah	0	0.00	0.00	270000	1.22	0.00	1.22
6	Mr. Kanhaiya Lai Singhania	17500	0.08	0.00	17500	0.08	0.00	0.00
7	Mr. Nirmal Khemka	70000	0.32	0.00	70000	0.32	0.00	0.00
8	Rangoli Tradecomm Private Limited	5800000	26.22	0.00	5800000	26.22	0.00	0.00
	Total	5887500	26.62	26.24	13357500	60.39	0.00	33.77

(iii) Change in Promoters'' Shareholding

SI. No.	For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company
1.	Indiacredit Risk Management LLP
	At the beginning of the year i.e. 01.04.2017	0	0.00
	Add: Purchase on 17.11.2017	4860000	21.97
	At the End of the year i.e. 31.03.2018	4860000	21.97
2.	Ms. Ishita Mahesh Gala
	At the beginning of the year i.e. 01.04.2017	0	0.00
	Add: Purchase on 17.11.2017	1800000	8.14
	At the End of the year i.e. 31.03.2018	1800000	8.14
3.	Mr. Ushik Mahesh Gala
	At the beginning of the year i.e. 01.04.2017	0	0.00
	Add: Purchase on 17.11.2017	270000	1.22
	At the End of the year i.e. 31.03.2018	270000	1.22
4.	Ms. Karishma Ruturaj Kaku
	At the beginning of the year i.e. 01.04.2017	0	0.00
	Add: Purchase on 11.08.2017	270000	1.22
	At the End of the year i.e. 31.03.2018	270000	1.22
5.	Mrs. Amisha Sanjay Shah
	At the beginning of the year i.e. 01.04.2017	0	0.00
	Add: Purchase on 04.08.2017	270000	1.22
	At the End of the year i.e. 31.03.2018	270000	1.22

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

SI. No.	For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company
1.	Topmost Commercial Private Limited
	At the beginning of the year i.e. 01.04.2017	981114	4.44
	Less: Sale on 21. 07. 2017	(981114)	(4.44)
	At the End of the year i.e. 31.03.2018	0	0.00

2.	Jackpot Vintrade Private Limited
	At the beginning of the year i.e. 01.04.2017	942600	4.26
	Less: Sale on 21. 07. 2017	(942600)	(4.26)
	At the End of the year i.e. 31.03.2018	0	0.00
3.	Everblink Agency Private Limited
	At the beginning of the year i.e. 01.04.2017	858356	3.88
	Add: Purchase on 14.07.2017	200000	0.90
	Less: Sale on 04.08.2017	(1058356)	(4.78)
	At the End of the year i.e. 31.03.2018	0	0.00
4.	Anunay Agrawal
	At the beginning of the year i.e. 01.04.2017	560000	2.53
	At the End of the year i.e. 31.03.2018	560000	2.53
5.	Unicon Tie Up Private Limited
	At the beginning of the year i.e. 01.04.2017	286300	1.29
	Add: Purchase on 07.07.2017	102000	0.46
	Add: Purchase on 21.07.2017	110500	0.50
	Add: Purchase on 28.07.2017	80000	0.36
	Less: Sale on 04.08.2017	(74800)	(0.34)
	Less: Sale on 11.08.2017	(494000)	(2.23)
	Less: Sale on 18.08.2017	(10000)	(0.05)
	Add: Purchase on 25.08.2017	116570	0.53
	Add: Purchase on 01.09.2017	63500	0.29
	Less: Sale on 08.09.2017	(63000)	(0.28)
	Less: Sale on 22. 09. 2017	(59500)	(0.27)
	Add: Purchase on 03.11.2017	20000	0.09
	Add: Purchase on 17.11.2017	20000	0.09
	Add: Purchase on 24.11.2017	103000	0.47
	Add: Purchase on 02.02.2018	20000	0.09
	Less: Sale on 09.03.2018	(200000)	(0.90)
	Add: Purchase on 16.03.2018	384000	1.74
	Add: Purchase on 23.03.2018	301000	1.36
	Less: Sale on 30.03.2018	(90000)	(0.41)
	Less: Sale on 31.03.2018	(100000)	(0.45)
	At the End of the year i.e. 31.03.2018	515570	2.33

6.	Goldensight Commotrade Private Limited
	At the beginning of the year i.e. 01.04.2017	464000	2.10
	Less: Sale on 07.04.2017	(1000)	(0.01)
	Add: Purchase on 28.04.2017	15000	0.07
	Less: Sale on 12.05.2017	(75000)	(0.34)
	Less: Sale on 28.07.2017	(403000)	(1.82)
	At the End of the year i.e. 31.03.2018	0	0.00
7.	Ashok Kumar Agrawal
	At the beginning of the year i.e. 01.04.2017	280000	1.27
	At the End of the year i.e. 31.03.2018	280000	1.27
8.	Anita Agrawal
	At the beginning of the year i.e. 01.04.2017	280000	1.27
	At the End of the year i.e. 31.03.2018	280000	1.27
9.	Silverson Tradelinks Private Limited
	At the beginning of the year i.e. 01.04.2017	34300	0.16
	Less: Sale on 04.08.2017	(34300)	(0.16)
	Add: Purchase on 24.11.2017	540000	2.44
	Less: Sale on 09.03.2018	(500000)	(2.26)
	Add: Purchase on 23.03.2018	30000	0.14
	Add: Purchase on 30.03.2018	185000	0.84
	At the End of the year i.e. 31.03.2018	255000	1.15
10.	Bahadur AM
	At the beginning of the year i.e. 01.04.2017	250000	1.13
	Less: Sale on 21.07. 2017	(250000)	(1.13)
	At the End of the year i.e. 31.03.2018	0	0.00
11.	Sultan AM
	At the beginning of the year i.e. 01.04.2017	250000	1.13
	Less: Sale on 21.07.2017	(250000)	(1.13)
	At the End of the year i.e. 31.03.2018	0	0.00

12.	Anurag Shrivastaw
	At the beginning of the year i.e. 01.04.2017	0	0.00
	Add: Purchase on 23.03.2018	200000	0.90
	At the End of the year i.e. 31.03.2018	200000	0.90
13.	Shahid AM Khan
	At the beginning of the year i.e. 01.04.2017	190000	0.86
	At the End of the year i.e. 31.03.2018	190000	0.86
14.	Rishabh Saraf
	At the beginning of the year i.e. 01.04.2017	150000	0.68
	At the End of the year i.e. 31.03.2018	150000	0.68
15.	Next Orbit Ventures Fund
	At the beginning of the year i.e. 01.04.2017	120000	0.54
	At the End of the year i.e. 31.03.2018	120000	0.54
16.	Dhan Kishore Agarwal
	At the beginning of the year i.e. 01.04.2017	120000	0.54
	At the End of the year i.e. 31.03.2018	120000	0.54

(v) Shareholding of Directors and Key Managerial Personnel:

SI. No.	For Each of the Directors and KMP	Shareholding at the beginning of the year [As on 01.04.2017]		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Ms. Ishita Mahesh Gala
	At the beginning of the year i.e. 01.04.2017	0	0.00	0	0.00
	Add: Purchase on 17. 11.2017	1800000	8.14	1800000	8.14
	At the End of the year i.e. 31.03.2018			1800000	8.14
2.	Mr. Ushik Mahesh Gala [Appointed as CEO w.e.f. August 30, 2017]
	At the beginning of the year i.e. 01.04.2017	0	0.00	0	0.00
	Add: Purchase on 17. 11.2017	270000	1.22	270000	1.22
	At the End of the year i.e. 31.03.2018			270000	1.22

3.	Ms. Karishma Ruturaj Kaku [Appointed as CFO w.e.f. June 20, 2017 and Ceased as Directorw.e.f. September 23, 2017]
	At the beginning of the year i.e. 01.04.2017	0	0.00	0	0.00
	Add: Purchase on 11.08.2017	270000	1.22	270000	1.22
	At the End of the year i.e. 31.03.2018			270000	1.22
4.	Mrs. Amisha Sanjay Shah [Appointed as Director w.e.f. June 20, 2017 and Ceased w.e.f. September 24, 2017]
	At the beginning of the year i.e. 01.04.2017	0	0.00	0	0.00
	Add: Purchase on 04.08.2017	270000	1.22	270000	1.22
	At the End of the year i.e. 31.03.2018			270000	1.22
5.	Mr. Satish Jayantilal Khimawat	Does not hold shares of the Company
6.	Mr. Paras Hansrajbhai Desai	Does not hold shares of the Company
7.	Ms. Sneha Dutta	Does not hold shares of the Company
8.	Mr. Shubham Gandhi	Does not hold shares of the Company

V. INDEBTEDNESS

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

(Amount in Rs.

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	0	0	0	0
ii) Interest due but not paid	0	0	0	0
iii) Interest accrued but not due	0	0	0	0
Total (i ii iii)	0	0	0	0
Change in Indebtedness during the financial year • Addition	0	80,21,76,225.00		80,21,76,225.00
• Reduction	0	79,18,77,087.50		79,18,77,087.50
Net Change	0	1,02,99,137.50	0	1,02,99,137.50
Indebtedness at the end of the financial year i) Principal Amount	0	1,02,99,137.50	0	1,02,99,137.50
ii) Interest due but not paid	0	0	0	0
iii) Interest accrued but not due	0	0	0	0
Total (i ii iii)	0	1,02,99,137.50	0	1,02,99,137.50

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in Rs.)

SI. no.	Particulars of Remuneration	Name of Managing Director	Total Amount
		Ms.lshita Mahesh Gala
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961	2,40,000	2,40,000
2	Stock Option	0	0
3	Sweat Equity	0	0
4	Commission	0	0
5	Others, please specify	0	0
6	Total (A)	2,40,000	2,40,000
7	Ceiling as per the Act	Overall ceiling as per the Act.

B. Remuneration to other directors

(Amount in Rs.)
SI. No.	Particulars of	Name of Directors				Total
	Remuneration	Mr.Satish Jayantilal Khimawat	Mr. Paras Hansrajbhai DesaiA	Ms.Sneha DuttaA	Ms.Amisha Sanjay ShahA	Mr.Devang Bhupendra ShahA	Ms.Karishma Ruturaj KakuA	Amount
1	Independent Directors* Fee for attending Board and committee meetings.	NA	NA	NA	NA			NA
	Total (1)
2	Other Non-Executive Directors* Fee for attending board /committee meetings • Commission • Others, please specify					NA	NA	NA
	Total (2)
3	Total (B)=(l 2)	NA	NA	NA	NA	NA	NA	NA
4	Total Managerial Remuneration
5	Overall Ceiling as per the Act	Sitting Fees is within the limits specified under the Companies Act, 2013

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

(Amount in Rs.)

SI. no.	Particulars of Remuneration		KMP			Total
		Ms.lshita Mahesh Gala (Chief Financial Officer)*	Ms.Karishma Ruturaj Kaku (Chief Financial Officer)**	Mr.Ushik Mahesh Gala (Chief Executive Officer)***	Mr.Shubham Gandhi (Company Secretary)
1	Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961	NA	4,80,000	9,60,000	1,56,000	15,96,000
2	Stock Option		0	0	0	0
3	Sweat Equity		0	0	0	0
4	Commission - as % of profit -others, specify...		0	0	0	0
5	Others, please specify		0	0	0	0
	Total	NA	4,80,000	9,60,000	1,56,000	15,96,000

*Ms.lshita 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:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD/NCLT/COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty			NIL
Punishment
Compounding
B. DIRECTORS
Penalty			NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty			NIL

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:

Name	Designation	Ratio
Ms.lshita Mahesh Gala	Managing Director	1.95

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

Name	Designation	Increase (%)
Ms.lshita Mahesh Gala	Managing Director	No Change
Ms.KarishmaRuturajKaku*	Chief Financial Officer	N.A.
Mr. Ushik Mahesh Gala*	Chief Executive Officer	N.A.
Mr. Shubham Gandhi	Company Secretary	No Change

*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:

	Increase (%)
Average Employees remuneration other than managerial remuneration	N.A.*
Managerial Remuneration**	No Change

Note: *For the financial year 2016-17, the Company was into Trading Business of Garments and there were 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 perthe Remuneration Policy for Directors, Key Managerial Personnel and other Employees.