To, Members
Add-Shop E-Retail Limited
The Directors take pleasure in presenting the 10th Annual Report together
with Audited Financial Statements and Auditors' Report of the company for the year ended
on 31st March, 2023 which they trust, will meet with your approval.
Financial Results: (Figures in Lakhs)
PARTICULARS |
YEAR ENDED |
YEAR ENDED |
|
31.03.2023 |
31.03.2022 |
Income for the year |
19988.41 |
15965.31 |
Other Income |
- |
- |
Total Income |
19988.41 |
15965.31 |
Profit/Loss before Depreciation, Finance Costs, |
2902.46 |
2491.09 |
Exceptional items and Tax Expense |
|
|
Less: Depreciation & Amortization Expenses |
54.21 |
46.33 |
Profit/loss before Finance Costs, Exceptional items |
2848.25 |
2444.76 |
and Tax Expense |
|
|
Less: Finance Cost |
99.82 |
99.48 |
Profit/loss before Exceptional items and Tax |
2748.43 |
2345.28 |
Expense |
|
|
Add/(less): Exceptional items |
0 |
0 |
Profit/loss before Tax Expense |
2748.43 |
2345.28 |
Less: Tax Expense: |
|
|
Current Tax |
680.37 |
428.70 |
Short /Excess Provision of Previous Year |
145.02 |
0.00 |
Deferred Tax |
6.79 |
7.90 |
Profit/loss for the year (1) |
1916.25 |
1908.68 |
Total Comprehensive Income/ loss (2) |
0 |
0 |
Total (1+2) |
1916.25 |
1908.68 |
Earnings per share (Face value Rs. 10/-) Basic & |
7.86 |
9.91 |
Diluted (In Rupees) |
|
|
Dividend:
Your Directors do not recommend payment of any Dividend for the Financial year ended
31st March, 2023, in order to conserve the resources of the Company, The Company will
retain the earning for use in the future operations & Projects and strive to increase
the net worth of stakeholders of the Company.
Operations:
The total revenue during the year has been Rs. 19988.41 lakhs compared to Rs.
15965.31 lakhs in the previous financial year. The percentage of growth during the
year as compared to last year is 25.19%. The Company's Profit for the year before
Depreciation and Finance Costs, Exceptional items and Tax has been Rs. 2902.46 lakhs
(P.Y. Rs. 2491.09 lakhs) and the Net Profit after interest, depreciation, prior
period adjustments & taxes are Rs. 1916.25 lakhs (P.Y. Rs. 1908.68 lakhs)
profit for the year has been jumped by 0.40 % as compared to last year.
The EPS of the Company for the year 2022-23 is Rs. 7.86.
Transfer to Reserve:
The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review.
Share capital:-
Authorised Share Capital
The Authorised Share Capital as at 31st March, 2023 stood at Rs. 35,00,00,000 i.e.
3,50,00,000 equity shares of Rs. 10/- each.
During the year the Company has increase authorized share capital from INR
22,50,00,000/- (Indian Rupees Twenty Two Crores Fifty Lacs Only) to INR 35,00,00,000/-
(Indian Rupee Thirty Five Crores Only) by way of approvals of members in EGM held on
Saturday, April 09, 2022.
Paid Up Share Capital
The Paid Up Share Capital as at 31st March, 2023 stood at Rs. 28,31,29,560/- i.e.
2,83,12,956 equity shares of Rs. 10/- each. During the year under review, the Company has
made allotment by way of right issue of Equity Shares 90,56,255 (Ninety Lakhs Fifty Six
Thousand and Two hundred Fifty Five Only) of Rs. 10 each for cash at a price of Rs 54/- in
a ratio of 1:1 on 06th Day of September, 2022.
Alteration of Memorandum of Association:
During the year under review, the company has made alteration in the Memorandum of
Association of the company by increasing the Authorised Share Capital from INR
22,50,00,000/- (Indian Rupees Twenty Two Crores Fifty Lakhs Only) divided into 2,25,00
,000 Equity Shares of
INR 10.00 each to INR 35,00,00,000/- (Indian Rupees Thirty Five Crores Only) by way of
necessary approvals of members through passing of Special resolution passed at
Extraordinary General Meeting (EOGM) of the Company held as on 09th Day of
April, 2022
Alteration of Articles of Association:
During the year under review, there is no alteration made in Articles of Association
(AOA) of the Company.
Particulars of Loans, Guarantee or Investments:
The Company has not advanced any loans or given any guarantees or provided security
covered under the provisions of section 186 of the Companies Act, 2013 during the
financial year 2022-23.
Loans from director/ relative of director:
The balances of monies accepted by the Company from Directors / relatives of Directors
at the beginning of the year were NIL and at the close of year was NIL.
Change(s) in the nature of business, if any:
During the year under review, there is no change in the nature of the business of the
company.
Change in Name of Company:
During the year under review, no any change in Name of the company.
Material changes and commitments, if any, affecting the financial position of the
company, having occurred since the end of the year and till the date of the report:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this Directors' Report.
Listing:
The shares of the company are listed and traded on BSE Limited. The ISIN of the company
is INE01B501018 and script code of the company is 541865. Further the company had paid
annual listing fees for the financial year 2023-2024.
Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:
During the year under review, there was no holding / Subsidiary Company / Joint
Ventures / Associate Companies.
Public Deposits:
In terms of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014, your Company has not accepted any public deposits or no amount of
principal or interest was outstanding as on date of the Balance sheet during the year
under review.
Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:
During the year under review there were no significant and material orders passed by
any Regulators or Court or Tribunals which may have impact on the going concern status. No
order has been passed by any Regulators or Court or Tribunals which may have impact on the
Company's operation in future.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and
Outgoings:
Conservation of Energy: Energy conservation is important for the company and
therefore energy conservation measures are undertaken wherever practicable in its plant
and attached facilities. The Company is making every effort to ensure the optimal use of
energy, avoid waste and conserve energy by using energy efficient equipment's with latest
technologies.
Technology absorption: The Company continuous to use the latest technologies for
improving the productivity and quality of its services and products.
Foreign exchange Earnings and Outgoings: There are no foreign exchange earnings and
outgoings during the financial year
Directors and Key Managerial Personnel:
Appointment/ Re-Appointment:
During the year under review, Company has not appointed any KMP and director on its
Board. However after closure of financial year there were appointment of company secretary
& compliance officer and Chief Financial officer of the company.
Cessation:
During the year under review, there is no cessation of director from the Board.
However after closure of financial year there were resignation of directors, Company
Secretary & compliance officer and Chief Financial officer of the company.
Retirement by Rotation:
As per the provisions of Section 152 of the Companies Act, 2013, Mrs. JAYSHREE
DINESHBHAI PANDYA (DIN: 06647308) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers herself for reappointment. Your Directors
recommended reappointment on recommendation of the Nomination and Remuneration Committee.
Declaration by Independent Directors:
The following Directors are independent in terms of Section 149(6) of the Companies
Act, 2013 and Regulation of SEBI (Listing obligations and Disclosure Requirements)
Regulations 2015:
Mr. Rajeshkumar Rasiklal Parekh Mr. Vivek Gopalbhai Dadhania
Mr. RushabhVora (resigned 19/08/2023 i.e. after closure of financial year 2022-23)
Mr. Yagnik Dilipbhai Mundadiya (resigned 19/08/2023 i.e. after closure of financial
year 2022-23)
Ms. Kinjal Jasmatbhai Khunt
The Company has received required declarations/ confirmations from all the above
Directors confirming their independence.
Key Managerial Personnel /Board of Directors
Name of Director |
Designation |
Date of Appointment |
Date of Cessation |
Dineshbhai Bhanushankar Pandya |
Executive Managing Director |
31-05-2018 |
|
Dev Dineshbhai Pandya |
Chief Financial Officer & Director |
26-05-2018 |
19-08-2023 |
Nirajkumar K. Malaviya |
Company Secretary & Compliance Officer |
11-12-2019 |
18-07-2023 |
Pradipkumar Harjibhai Lathiya |
Chief Financial Officer (CFO) |
21-08-2023 |
|
Dhaval Sureshkumar Raychura |
Company Secretary & Compliance Officer |
01-09-2023 |
|
Jayshree Dineshbhai Pandya |
Non-Executive Director (Non Independent) |
25-12-2017 |
|
Deviben Dineshbhai Pandya |
Executive Director |
10-05-2018 |
19-08-2023 |
Jigar Dineshkumar Pandya |
Executive Director |
10-05-2018 |
19-08-2023 |
*Resignation of Directors/KMP took place after closure of financial year.
NUMBER OF BOARD MEETINGS AND POSTAL BALLOT:
During the year 2022-23, the Board of Directors meets regularly, 08 (Eight) Board
Meetings were convened and held. Interval between any two meetings was well within the
maximum allowed gap of 120 days.
Sr No |
Date Of Board Meeting |
Particulars |
01 |
20/04/2022 |
All Directors were present |
02 |
03/06/2022 |
All Directors were present |
03 |
10/06/2022 |
All Directors were present |
04 |
26/07/2022 |
All Directors were present |
05 |
27/07/2022 |
All Directors were present |
06 |
31/08/2022 |
All Directors were present |
07 |
06/09/2022 |
All Directors were present |
08 |
01/10/2022 |
All Directors were present |
09 |
18/10/2022 |
All Directors were present |
10 |
30/01/2023 |
All Directors were present |
11 |
23/03/2023 |
All Directors were present |
During the period under review, the Company obtained necessary approval on Saturday,
April 09, 2022 By way of passing of Special resolution in Extraordinary General Meeting of
the Company:
To Increase Authorized Capital of the Company from Rs. 22,50,00,000/- (Rupees Twenty
Two Crores Fifty Lacs Only) to Rs. 35,00,00,000/- (Rupees Thirty Five Crores Only) by
Alteration of the Capital Clause V of the Memorandum of Association.
After the completion of Extra Ordinary General Meeting (EOGM) procedure, your Company
had also filed necessary forms with the Registrar of Companies (ROC) and other authorities
as required, for approvals and got the same approved by the Registrar of Companies (ROC),
Gujarat and other authorities. As per Schedule IV of the Companies Act, 2013, a Separate
meeting of Independent Directors without the attendance of Non-Independent Directors was
held on, March 23, 2023 where all the Independent directors present and discuss the
agenda items as required under the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The
independent directors reviewed the performance of non-independent directors and the Board
as whole, reviewed the performance of the chairperson of the company taking into account
the views of executive and non-executive directors and assessed the quality, quantity and
timeliness flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The
Independent Directors expressed their satisfaction with overall functioning and
implementations of their suggestions.
The Annual General Meeting for the Financial Year 2021-2022 was held on Thursday, 29
September, 2022 through Video Conferencing ("VC")/Other Audio Visual Means
(OAVM).
Committees of the Board of Directors:
Your Company has several Committees which have been established as part of the best
Corporate Governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors:
Audit Committee
Stakeholder's Grievances and Relationship Committee
Nomination and Remuneration Committee
CSR Committee
The details with respect to the compositions, powers, and terms of reference and other
information of relevant committees are given in details in the Corporate Governance Report
which forms part of this Annual Report.
Director Remuneration:
During the year under review, the Company has paid remuneration to director of the
company as Follow:
Sr No |
Name Of Director/KMP |
Remuneration (Amount In Lakhs) |
01 |
Dineshbhai Bhanushankar Pandya |
72.00 Lakhs |
02 |
Jayshree Dineshbhai Pandya |
18.00 Lakhs |
03 |
Deviben Dineshbhai Pandya |
18.00 Lakhs |
04 |
Devang Dineshbhai Pandya |
18.00 Lakhs |
05 |
Jigar Dineshkumar Pandya |
18.00 Lakhs |
Director's Responsibility Statement:
Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
state the followings:
(a) In the preparation of the annual accounts for the financial year ended 31st March,
2023 the applicable accounting standards have been followed.
(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 at the end of the financial year and of
the profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this 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 for the year ended 31st March, 2023
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.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
Contracts or Arrangement with Related Parties:
For all related party transactions prior omnibus approval of the Audit Committee is
obtained on a yearly basis for the transactions which are of foreseen and repetitive
nature and such approval is in interest of the Company. Transactions entered into,
pursuant to the omnibus approval so granted, are audited and a statement giving details of
all related party transactions is placed before the Audit Committee and the Board of
Directors for their approval.
All Related Party Transactions that were entered during the financial year ended on
31st March, 2023 were on an arm's length basis and in the ordinary course of business and
is in compliance with the applicable provisions of the Act. There were no materially
significant Related Party Transactions made by the Company during the year that required
shareholders' approval.
The Company has entered into related party transactions which fall under the scope of
Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under
Section 134(3)(h) of the Act in Form AOC-2 are given in Annexure I of this Director's
Report for FY 2022-2023.
Auditors and Auditors Report:
Statutory Auditors:-
M/s. J S Maheshwari & Co, Chartered Accountants (Membership No. 148387, FRN:
001318C), Ahmedabad, Gujarat, was appointed as Statutory Auditors of the Company for
conduct statutory audit for F.Y. 2022-2023 till the conclusion of this Annual General
Meeting. The Board of Directors recommend to appoint them for further period of five year
in the Annual General Meeting to hold office till the conclusion of Annual General meeting
to be held in the Year 2027.
However due to their busy schedule and heavy work load, they would be unable to
continue as a Statutory Auditor, they are not in a position to devote their time to the
affairs of the Company and resigned as statutory auditor of the Company w.e.f. 08th
Day of August, 2023
Board proposes that M/s. H T A And Associates (FRN: 120457W), Chartered Accountants,
RAJKOT, be appointed as the Statutory Auditors of the Company to fill the casual vacancy
caused by the resignation of M/s. J S Maheshwari & Co (FRN: 001318C), Chartered
Accountants, Ahmedabad for conduct Statutory audit for Financial Year 2023-2024 at Annual
General Meeting of the Company to be held as on 30th September 2023
Secretarial Auditors and their Report:-
Pursuant to provisions of Section 204 (1) of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has
appointed M/s. H. T. LODHIYA & ASSOCIATES, a firm of Company Secretary in
Practice to fill casual vacancy of M/S. G. R. SHAH & ASSOCIATES, a firm of
Company Secretary in Practice undertake the Secretarial Audit of the Company for the
financial year 2022-2023. The Secretarial Audit Report in the form MR-3 is annexed
herewith as "Annexure II" to the Directors' Report and forming part of
this Annual Report.
Internal Auditor:
The Board of Directors has appointed M/s PRINCY MEHTA & ASSOCIATES (PAN:
BUAPM1175P), as an Internal Auditors of the Company to fill casual vacancy of MR
MAULIK VYAS (PAN: AVDPV3708L). The Internal Auditor directly report to audit
committee. The Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives.
Explanations or Comments by the Board on Qualifications, Reservations or Adverse Remark
or Disclaimers:-
The Notes on Financial Statements referred to in the Auditor's Report are
Self-explanatory and do not call for any further comments. There is no qualification,
reservation or adverse remarks made in the statutory auditor's report.
Risk Management Policy
The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business. The potential risks are inventoried and integrated with the
management process such that they receive the necessary consideration during decision
making. It is dealt with in greater details in the management discussion and analysis
section. The Risk Management Policy is also available on the Company's website
www.addshop.co.
Corporate Social Responsibility
During the year Company is covered under the criteria of the provision of Section 135
of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, and therefore it is mandatory to comply with the same. However as per
eligibility criteria CSR will be applicable from 2021-22 onwards
The Company has spent the amount on CSR Activities for the financial year 2022-2023 as
per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within
time prescribed under Section 135 of the Companies Act, 2013. (CSR Report separately
attached herewith as Annexures).
Environment, Health and Safety:
The Company continued its commitment to industrial safety and environment protection.
Periodical audits are done by external and internal agencies to assess the continued
levels of EHS efficiency of plant.
Annual Performance Evaluation:
In compliance with the provisions of the Act and Regulation of SEBI (Listing
obligations and Disclosure Requirements) Regulations 2015, the performance evaluation was
carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance of the Board and
chairman of the company as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee and
the Stakeholders Relationship Committee was evaluated by the Board of Directors having
regard to various criteria such as committee composition, committee processes, committee
dynamics etc. The Board was of the unanimous view that all the committees were performing
their functions satisfactorily and according to the mandate prescribed by the Board under
the regulatory requirements including the provisions of the Act, the Rules framed there
under and the Listing Agreement.
Board of Directors:
(a) Independent Directors: In accordance with the criteria suggested by The
Nomination and Remuneration Committee, the performance of each independent director was
evaluated by the entire Board of Directors (excluding the director being evaluated) on
various parameters like engagement, participation in matter, leadership, analysis,
decision making, communication, governance and interest of stakeholders. The Board was of
the unanimous view that each independent director was a reputed professional and brought
his/her rich experience to the deliberations of the Board. The Board also appreciated the
contribution made by all the independent directors in guiding the management in achieving
higher growth and concluded that continuance of each independent director on the Board
will be in the interest of the Company.
(b) Non-Independent Directors: The performance of the non-independent director
(including the chair person) was evaluated by the Independent Directors at their separate
meeting. Further, their performance was also evaluated by the Board of Directors. The
various criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance and interest of
stakeholders. The Independent Directors and the Board were of the unanimous view that each
of the non-independent directors was providing good business and people leadership.
Annual Return:
In accordance with circular issued by government of India "G.S.R. 159(E). dated,
05th March, 2021", the requirement of preparing MGT-9 wiped off from Rule 12 as well,
making it clear that MGT-9 is not required by any provision of the Act or Rules and in
accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in
Form No. MGT-7 for the financial year 2022-2023 will be available on the website of the
Company (www.addshop.co). The due date for filing annual return for the financial year
2022-2023 is within a period of sixty days from the date of annual general meeting.
Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within
prescribed time and a copy of the same shall be made available on the website of the
Company (www.addshop.co) as is required in terms of Section 92(3) of the Companies Act,
2013.
Particulars of employees
Pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company states that there are the employees of the Company who
was in receipt of remuneration in excess of Rs. 60 Lakh, if employed throughout the year
or Rs. 5 Lakh per month, if employed for part of the financial year or received
remuneration in excess of that drawn by the MD/WTD/Manager & holding 2% or more of
equity share capital of the Company (himself along with spouse & dependent children).
Human Resources and Policy on Prevention, Prohibition and Redressal of Sexual
harassment at workplace:
Company has zero tolerance for sexual harassment at workplace and has adopted, in line
with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013 (POSH), a documented policy for prevention, prohibition and redressal
of sexual harassment of women at workplace, under the guiding principle that no woman
shall be subjected to sexual harassment at workplace(s) in the Company's location(s).
Company has re-constituted the Internal Complaints Committee (ICC) comprised of
internal and external members, to hear, inquire, investigate and suitably address the
matter of complaints of sexual harassment, if any, and to recommend punitive / corrective
action to the Management. Easy access has been provided to the ICC for woman employees of
the Company.
Disclosures pursuant to the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and SEBI - Listing Regulations
are as under: No of complaints filed during the financial year 2022-2023 |
NIL |
No of complaints filed / disposed of during the financial year 2022-2023 |
NIL |
No of complaints pending as on the end of financial year 2022-2023 |
NIL |
Secretarial Standards of ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.
For Prevention of Insider Trading:
The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for
prohibition of insider trading in securities and to strengthen the legal framework
thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
("Code of Fair Disclosure") of the Company.
Further, pursuant to Regulation 9 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted
the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and
procedures to be followed and disclosures to be made while dealing with the shares of the
Company and cautioning them on the consequence of non-compliances. The Company Secretary
has been appointed as a Compliance Officer and is responsible for monitoring adherence to
the Code.
Code of Conduct:
Company has framed policy on code of conduct for Board of Directors and senior
Management.
Maintenance of Cost Records:
The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
Insolvency and Bankruptcy Code:
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year. The details of difference between
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable to the Company.
Fraud Reported by Auditors:
During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of fraud committed in the Company by its officers or Employees to
the Audit Committee under Section 143(12) of the Companies Act, 2013.
Corporate Governance and Management Discussion and Analysis Report:
Corporate Governance:-
Pursuant to the Regulation 34(3) read with Schedule V Part C of the Listing
Regulations, a "Report on Corporate Governance" is given separately, forming
part of this Annual Report. Pursuant to Regulation 34(3) read with Schedule V, Part E of
the Listing Regulations, the Certificate from M/s. H. T. Lodhiya & Associates
Practicing Company Secretary, Rajkot confirming compliance with the conditions of
Corporate Governance is annexed to the Corporate Governance Report forming part of this
Annual Report.
Management Discussion and Analysis Report: -
The Management Discussion and Analysis Report as required under Regulation 34(2)(e)
read with Schedule V, Part B of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with detailed analysis of the
financial results is annexed to the report as Annexure III and is incorporated herein by
reference and forms integral part of this report.
Internal Financial Controls:
The Company has in place adequate internal financial controls with reference to
financial statement across the organisation. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report. Internal Financial
Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized
and embedded in the business processes. Assurance on the effectiveness of internal
financial controls is obtained through management reviews, control self-assessment,
continuous monitoring by functional experts. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are
operating as intended. During the year, no reportable material weakness was observed.
Insurance
The Company has taken all the necessary steps to insure its properties and insurable
interest, as deemed appropriate and as required under the various legislative enactments.
There were no major incidents or accidents to warrant insurance claims during the year
under review.
Green Initiative
Your Directors would like to draw your attention to Section 20 of the Companies Act,
2013 read with the Companies (Management and Administration) Rules, 2014, as may be
amended from time, which permits paperless compliances and also service of notice /
documents (including annual report) through electronic mode to its members. To support
this green initiative of the Central Government in full measure, we hereby once again
appeal to all those members who have not registered their e-mail addresses so far are
requested to register their e-mail address in respect of electronic holdings with their
concerned depository participants and / or with the Company.
Vigil Mechanism:
The Company has set up a whistleblower policy which can be viewed on the Company's
website www.addshop.co In terms of the said policy the Directors and employees are given
direct access to the Managing Director as well as Chairman of the Audit Committee to
report on alleged wrongdoings. The said policy has been made available at the Registered
Office of the Company at conspicuous places to enable the employees to report concerns, if
any, directly to the Managing Director as well as Chairman of the Audit Committee.
Employees who join the Company newly are apprised of the availability of the said policy
as a part of their induction schedule. The above is in compliance of Section 177 (9) &
(10) of the Companies Act, 2013 and in terms of Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Nomination and Remuneration Policy:
The Company has formulated and adopted the Remuneration Policy in accordance with the
provisions of Companies Act, 2013 read with the Rules issued there under and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of
the Company, inter alia, provides the criteria for appointment of Executive, Non-Executive
and Independent Directors on the Board of Directors of the Company and persons in the
Senior Management of the Company, their remuneration including determination of
qualifications, Positive attributes, independence of Directors and other matters as
provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). All the
Board Members and Senior Management Group of the Company have affirmed compliance with the
code of conduct for the financial year ended on March 31, 2023 as required by Regulation
26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing
Director to this effect is attached as a part of this Annual Report. The Managerial
remuneration has been paid/provided in accordance with the remuneration policy and
requisite approvals mandated by section-197 read with schedule V to the Companies act,
2013.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Pursuant to the provisions of Section 124 of the Companies Act, 2013, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required
to be transferred to the IEPF established by the Central Government, upon completion of
seven (7) years. Further, according to the Investor Education & Protection Fund
("IEPF") Rules, the shares in respect of which dividend has not been paid or
claimed by the Shareholders for seven (7) consecutive years or more shall also be
transferred to the Demat account created by the IEPF Authority. During the year under
review, the Company did not transfer any unclaimed dividend and shares to Investors
Education and Protection Fund.
Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company. The same is also
uploaded on the website of the Company i.e. www.addshop.co.
Dematerialisation of equity shares:
As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the
Company are under compulsory Demat form. The Company has established connectivity with
both the Depositories i.e. National Securities Depository Limited and Central Depository
Services (India) Limited and the Demat activation number allotted to the Company is ISIN:
INE01B501018. Presently shares are held in electronic mode only.
Industrial Relations:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.
Business Responsibility Report:
Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notification
SEBI/LAD-NRO/GN/2015- 16/27 dated December 22, 2015, the Business Responsibility Report is
to be given only by top 500 listed companies based on market capitalization, therefore the
same is not applicable to the Company as on March 31, 2023
Appreciation:
Your Directors acknowledge the valuable contribution and appreciate the co-operation
received from the bankers, customers and financial institutions for their continued
assistance and support extended to the Company. Your Directors also express their
appreciation to all the employees of the Company for their sustained contribution
throughout the period. Yours Directors wish to thank the shareholders for their continued
support, encouragement and the confidence reposed in the Management.
Date: 05/09/2023 Place: Rajkot
By order of the Board of Directors For & on behalf of the Add-Shop E-Retail Limited
DINESHBHAI BHANUSHANKAR PANDYA (Managing Director)
DIN : 06647303