|
To, The Members,
ADD SHOP E-RETAIL LIMITED
Your Directors present the 11th Board's Report on the
Business and Operations of the Company together with the Audited Financial Statement and
the Auditor's Report for the Financial Year ended on 31st March, 2024.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended
on 31st March, 2024 is summarized as below:
(Rs. in Lakhs)
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
20,306.29 |
19,988.41 |
Other Income |
- |
- |
Total Revenue |
20,306.29 |
19,988.41 |
Total Expenses |
-19,649.59 |
-17,185.77 |
Profit / Loss before Depreciation,
Exceptional and |
656.7 |
2802.64 |
Extra Ordinary Items and Tax Expenses |
|
|
Less: Depreciation / Amortization /
Impairment |
50.44 |
54.21 |
Profit / Loss before Exceptional and Extra
Ordinary |
606.26 |
2748.43 |
Items and Tax Expenses |
|
|
Add / Less: Exceptional and Extra Ordinary
Items |
- |
- |
Profit / Loss before Tax Expenses |
606.26 |
2748.43 |
Less: Tax Expense |
- |
- |
Current Tax |
99.27 |
680.37 |
Short/Excess provision for previous year |
185.90 |
145.03 |
Deferred Tax |
-5.38 |
6.79 |
Profit / Loss for the Period |
315.71 |
1,916.24 |
Earnings per share (Face value Rs.10/-)
Basic & |
1.12 |
6.77 |
Diluted (In Rupees) |
|
|
2. OPERATIONS:
Total revenue for Financial Year 2023-24 is Rs. 20,306.29 lakhs
compared to the revenue of Rs. 19,988.41 lakhs of previous Financial Year. The Company has
incurred Profit before tax for the Financial Year 2023-24 of Rs. 606.26 Lakhs as compared
to profit of Rs. 2748.43 Lakhs of previous Financial Year. Net Profit after Tax for the
Financial Year 2023-24 is Rs. 315.71 Lakhs as against Net profit after tax of Rs. 1,916.24
Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the year under
review.
4. DIVIDEND:
To conserve the resources for future prospect and growth of the
Company, your directors do not recommend any dividend for the Financial Year 2023-24
(Previous year - Nil).
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of
dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to
the Investor Education and Protection Fund (“IEPF”). During the year under
review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend
Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.
6. TRANSFER TO RESERVES:
The Profit of the Company for the Financial Year ending on 31st
March, 2024 is transferred to profit and loss account of the Company under Reserves and
Surplus.
7. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the
Annual Return as on March 31, 2024 is available on the Company's website at
www.addshop.co
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS RELATES AND 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.
9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:
Securities and Exchange Board of India has issued Interim Order cum
Show Cause Notice under sections 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the
Securities and Exchange Board of India Act, 1992 read with Rule 4 (1) of the SEBI
(Procedure for Holding Inquiry and Imposing Penalties) Rules,1995. whereby it is alleged
that the Company / certain Directors have violated certain Regulations of SEBI Act, 1992 ,
SEBI (PFUTP) Regulations, 2003 and SEBI (LODR) Regulations, 2015.
However, the management does not foresee any material impact on the
Financial / operation activities of the Company, as the Interim order cum show cause
notice based on misinterpreted facts and assumptions and shall be contested.
There are no significant other material orders passed by the Regulators
or Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
10. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in
a quarter with the gap between two meetings not exceeding 120 days to take a view of the
Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met
13(Thirteen) times viz. 29th May, 2023, 6thJuly, 2023, 18th
July, 2023, 8th August, 2023, 19th August, 2023, 25th August,
2023, 1st September, 2023, 5th September, 2023, 6th
November, 2023, 9th November, 2023, 30th December, 2023, 13th February,
2024, 28th February, 2024.
11. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section
134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of
Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2024 the applicable
accounting standards have been followed and there are no material
departure from the same;
b. The Directors had 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 financial
year and of the Profit of the Company for the financial year ended on 31st March,
2024.
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
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 the Company and that such internal financial controls are adequate and are
operating effectively and
f. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
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.
The Company has spent the amount on CSR Activities for the financial
year 2023-2024 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 here with as Annexure - 1).
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the Company's
current working and future outlook as per Annexure - II.
14. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company
and Joint Venture.
15. VIGIL MECHANISM:
During the year under review, the Company did not accept any deposits
from the public and not borrowed money from the Banks and Public Financial Institutions.
Accordingly, provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the
Company.
16. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
(ICSI). The Company has devised proper systems to ensure compliance with its provisions
and is in compliance with the same.
17. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the
Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing
Regulations. The Board sought the feedback of Directors on various parameters including:
? Degree of fulfillment of key responsibilities towards
stakeholders (by way of monitoring corporate governance practices, participation in the
long-term strategic planning, etc.);
? Structure, composition, and role clarity of the Board and
Committees;
? Extent of co-ordination and cohesiveness between the Board and
its Committees;
? Effectiveness of the deliberations and process management;
? Board / Committee culture and dynamics; and
? Quality of relationship between Board Members and the
Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent
Director and the Chairman of NRC had one-on-one meetings with each Executive and
Non-Executive, Non-Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole, and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent
directors and the meeting of Nomination and Remuneration Committee, the performance of the
Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in
the ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management, and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
The. Board carried out an annual performance evaluation of its own
performance and that of its committees and individual directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of all the
Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent
Directors and the Board as a whole was carried out by the Independent Directors. The
exercise of performance evaluation was carried out through a structured evaluation process
covering various aspects of the Board functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the
annual performance evaluation of the Directors individually as well as evaluation of the
working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
? Knowledge
? Professional Conduct
? Comply Secretarial Standard issued by ICSI Duties
? Role and functions
b) For Executive Directors:
? Performance as leader
? Evaluating Business Opportunity and analysis of Risk Reward
Scenarios
? Key set investment goal
? Professional conduct and integrity
? Sharing of information with Board.
? Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
18. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with
reference to financial statement across the organization. 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.
19. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial
Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act,
2013 any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT,2013:
The details of loans, investment, guarantees and securities covered
under the provisions of section 186 of the Companies Act, 2013 are provided in the
financial statement.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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, 2024 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 - IIIof this Director's Report.
22. MANAGING THE RISKS OF, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower
policy for Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
b) 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.
23. RESERVES & SURPLUS:
(Amount in Lakhs)
Sr. No. Particulars |
Amount |
1. Balance at the beginning of the year |
7856.36 |
2. Current Year's Profit / (Loss) |
315.71 |
3. Other Comprehensive Income |
|
4. Amount of Securities Premium and other
Reserves |
- |
Total |
8172.07 |
24. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earnings and outgo |
F.Y. 2023-24 |
F.Y. 2022-23 |
a. Foreign exchange earnings |
Nil |
Nil |
b. CIF value of imports |
Nil |
Nil |
c. Expenditure in foreign currency |
Nil |
Nil |
25. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure-IV to this report.
The information required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
Annual Report. Having regard to the provisions of Section 134 and Section 136 of the
Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such
information. However, the said information is available for inspection by the Members at
the Registered Office of the Company during business hours on working days of the Company
up to the date of ensuing AGM.
26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any
materially significant related party transactions which may have potential conflict with
the interest of the Company at large. Suitable disclosures as required are provided in
AS-18 which is forming the part of the notes to financial statement.
27. DIRECTORS AND KEY MANAGERIALPERSONNEL:
i) Composition of the Board of Directors of the Company as on 31st
March, 2024 are summarized below as on below:
Sr. No. Name |
Designation |
DIN |
1. Dineshbhai Bhanushankar Pandya |
Chairman and Managing Director |
06647303 |
2. Jayshree Dineshbhai Pandya |
Non- Executive Director |
06647308 |
3. Deviben Dineshbhai Pandya 1 |
Executive Director |
07905047 |
4. Devang Dineshbhai Pandya
1 |
Chief Financial officer
& Executive Director |
07905073 |
5. Jigar Dineshkumar Pandya 1 |
Executive Director |
07905076 |
6. Rajeshkumar Rasiklal
Parekh2 |
Non-Executive and
Independent Director |
08139094 |
7. Vivek Gopalbhai Dadhania5 |
Non-Executive and
Independent Director |
08165978 |
8. Rushabh Vora 1 |
Non-Executive and
Independent Director |
08165987 |
9. Yagnik Dilipbhai
Mundadiya 1 |
Non-Executive and
Independent Director |
08165999 |
10. Kinjal Jasmatbhai Khunt5 |
Non-Executive and
Independent Director |
08166013 |
11. Dhrumil Rameshkumar
Gokani3 |
Non-Executive and
Independent Director |
10383322 |
12. Jaikishan Vasudev
Wadhwani3 |
Non-Executive and
Independent Director |
10383327 |
13. Maharshi Jigar Pandya3 |
Executive Director |
09621936 |
14. Shraddha Dev Pandya3 |
Executive Director |
09621935 |
15. Manish Shrichand
Bachani4 |
Non-Executive and
Independent Director |
08013906 |
16. Jitendra Pradipbhai
Parmar4 |
Non-Executive and
Independent Director |
09699769 |
1. Resignation of Mr Devang Dineshbhai Pandya from the
post of Chief Financial officer & Executive Director, Ms Deviben Dineshbhai Pandya,
and Mr. Jigar Dineshkumar Pandya , Executive Directors and Mr. Rushabh Vora and Mr Yagnik
Dilipbhai Mundadiya , Non-Executive, Independent Directors w.e.f 19th August,
2023.
2. Resignation of Mr. Rajeshkumar Rasiklal Parekh,
Non-Executive and Independent Director w.e.f 6th November, 2023.
3. Appointment of Mr. Dhrumil Rameshkumar Gokani and Mr.
Jaikishan Vasudev Wadhwani, Independent Directors and Ms. Shraddha Dev Pandya and Ms.
Maharshi Jigar Pandya , Executive
Directors w.e.f 6th November, 2023.
4. Appointment of Mr. Manish Shrichand Bachani and Mr.
Jitendra Pradipbhai Parmar, Non-Executive, Independent Directors w.e.f 28th
February, 2024
5. Resignation of Mr. Vivek Gopalbhai Dadhania and Ms.
Kinjal Jasmatbhai Khunt , Non-Executive and Independent Directors w.e.f 28th
February, 2024.
ii) Composition of the Board of Directors of the Company from the end
of Financial Year 2023-24 and till the date of Board's Report.
Sr. No. Name |
Designation |
DIN |
1. Dineshbhai Bhanushankar
Pandya |
Chairman and Managing Director |
06647303 |
2. Jayshree Dineshbhai Pandya |
Non- Executive Director |
06647308 |
3. Dhrumil
Rameshkumar Gokani3 |
Non-Executive and
Independent Director |
10383322 |
4. Jaikishan
Vasudev Wadhwani3 |
Non-Executive and
Independent Director |
10383327 |
5. Maharshi Jigar Pandya |
Executive Director |
09621936 |
6. Shraddha Dev Pandya |
Executive Director |
09621935 |
7. Manish
Shrichand Bachani |
Non-Executive and
Independent Director |
08013906 |
8. Jitendra
Pradipbhai Parmar2 |
Non-Executive and
Independent Director |
09699769 |
9. Haresh
Suryakantbhai Pujara1 |
Non-Executive and
Independent Director |
10643332 |
10. Rajatkumar
Dineshbhai Patel1 |
Non-Executive and
Independent Director |
09124295 |
11. Maulik M
Chavda1 |
Non-Executive and
Independent
Director |
09271845 |
1 Appointment of Mr. Haresh Suryakantbhai Pujara, Mr. Rajatkumar
Dineshbhai Patel and Mr. Maulik M Chavda as Non-Executive and Independent Directors w.e.f
28th May, 2024.
2 Resignation of Mr. Jitendra Pradipbhai Parmar, Non-Executive
and Independent Director w.e.f 29th May, 2024.
3 Resignation of Mr. Dhrumil Rameshkumar Gokani and Mr. Jaikishan
Vasudev Wadhwani , Non-Executive and Independent Directors w.e.f 31st May,
2024.
iii) Details of Key Managerial personnel during the year under review
till the date of director's report:
Sr. No. Name of KMP |
Designation |
1. Pradipkumar Harjibhai Lathiya2 |
Chief Financial officer |
2. Nirajkumar K. Malaviya1 |
Company Secretary |
3. Dhaval Sureshkumar Raychura3 |
Company Secretary |
4. Vinita Thadani4 |
Company Secretary |
5. Rajen P Vyas5 |
Chief Financial officer |
1. Resignation of Mr. Nirajkumar K. Malaviya as Company
Secretary w.e.f 18th July,2023.
2. Appointment of Mr. Pradipkumar Harjibhai Lathiya as
Chief Financial Officer (CFO) w.e.f 21st August,2023 and Resignation after
closure of Financial year w.e.f 10th July,2024.
3. Appointment of Mr. Dhaval Sureshkumar Raychura as
Company Secretary w.e.f 1st September,2023 and Resignation after closure of
Financial year w.e.f 8th April,2024.
4. Appointment of Ms. Vinita Thadani as Company Secretary
w.e.f 8th April, 2024.
5. Appointment of Mr.Rajen P Vyas as Chief Financial officer
w.e.f 10th July,2024. As per Companies Act, 2013 the Independent Directors are
not liable to retire by rotation.
28. DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors of the Company has confirmed to the Board that
they meets the criteria of Independence as specified under Section 149 (6) of the
Companies Act, 2013 and qualifies to be an Independent Director and confirms that meets
the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.
29. CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for
corporate governance. Report on Corporate Governance and a Certificate from the
secretarial Auditors M/s. Jay Pandya & Associates, Practicing Company Secretaries,
regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been
annexed herewith as Annexure V to this report
30. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither
accepted nor renewed any deposits during the financial year. Hence, the Company has not
defaulted in repayment of deposits or payment of interest during the financial year.
31. AUDITOR:
A. Statutory Auditor:
M/s K M Chauhan & Associates, Chartered Accountants, Rajkot,
bearing registration number (FRN: 125924W), were appointed Statutory Auditors of the
company for the Financial Year 2023-2024 to fill the casual vacancy caused by the
resignation of M/s. H T A & Associates., Chartered Accountants (FRN:120457W),
Ahmedabad.
Company has received a written confirmation from M/s K M Chauhan &
Associates., Chartered Accountants, Rajkot, to the effect that their appointment, if made,
would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the
Rules framed there under for re-appointment as Auditors of your Company and hereby
recommended to the members for appointment for further period of 4 years.
The Auditors have also furnished a declaration confirming their
independence as well as their arm's length relationship with your Company as well as
declaring that they have not taken up any prohibited non-audit assignments for your
Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process.
B. Secretarial Auditor:
The Board appointed M/s. Jay Pandya & Associates, Company
Secretaries, Ahmedabad, to conduct Secretarial Audit for the Financial Year 2023-24. The
Secretarial Audit Report for the Financial Year ended 31st March, 2023 is
annexed herewith marked as Annexure VI to this Report.
32. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit
committee as tabulated below, was held on 29th May,2023, 31st July,
2023, 8th August, 2023, 19th August, 2023, 6th November,
2023, 9th November, 2023,13th February, 2024.
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
Rajeshkumar Rasiklal Parek3 |
Chairman |
4 |
4 |
Dadhania Vivek Gopalbhai5 |
Member |
7 |
7 |
Rushabh Vora1 |
Member |
3 |
3 |
Kinjal Jasmatbhai Khunt2 |
Member |
4 |
4 |
Jaikishan Vasdev Wadhwani4 |
Chairman |
2 |
2 |
Jitendra Pradipbhai Parmar |
Member |
0 |
0 |
Dineshbhai Bhanushankar
Pandya |
Member |
2 |
2 |
1 Mr. Rushabh Vora, Non-Executive, Independent has resigned on
16th August, 2023. 2 Mr. Kinjal Jasmatbhai Khunt has inducted in the Committee
as member w.e.f 16th August, 2023 3 Mr. Rajeshkumar Rasiklal Parek
resigned as Independent Director and ceased to be on 6th November,2023. 4 Mr.
Jaikishan Vasdev Wadhwani inducted in the Committee as Chairman w.e.f 6th November,2023 5
Resignation of Mr. Vivek Gopalbhai Dadhania resigned as Independent Director and ceased to
be on 28th February,2024.
Composition of Audit Committee as on Date of Report:
Audit Committee was reconstituted on 28th May, 2024.Hence,
Committee Composition as on date of report is stated as below:
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
Haresh Suryakantbhai Pujara |
Chairman |
0 |
0 |
Rajatkumar Dineshbhai Patel |
Member |
0 |
0 |
Maulik M Chavda |
Member |
0 |
0 |
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of the Nomination and
Remuneration Committee as tabulated below, was held on 29th May,2023, 31st
July, 2023, 8th August, 2023, 19th August, 2023,1st
September, 2023, 6th November, 2023, 13th February, 2024, 28th
February, 2024.
The attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
Yagnik Dilipbhai Mundadiya |
Chairman |
7 |
7 |
Kinjal Jasmatbhai Khunt |
Member |
7 |
7 |
Rajeshkumar Rasiklal Parekh |
Member |
5 |
5 |
Dadhania Vivek Gopalbhai |
Member |
7 |
7 |
Dhrumil Rameshkumar Gokani |
Chairperson |
2 |
2 |
Jaikishan Vasdev Wadhwani |
Member |
2 |
2 |
Manish Shrichand Bachani |
Member |
1 |
1 |
Composition of Nomination and Remuneration Committee as on Date of
Report:
Nomination and Remuneration Committee was reconstituted on 28th
May, 2024.Hence, Committee Composition as on date of report is stated as below:
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
Haresh Suryakantbhai Pujara |
Chairman |
0 |
0 |
Rajatkumar Dineshbhai Patel |
Member |
0 |
0 |
Maulik M Chavda |
Member |
0 |
0 |
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of the
Stakeholders' Relationship committee as tabulated below, was held on 8th
April, 2023,6th July, 2023, 31st July, 2023, 19th
August, 2023,11th October,2023, 6th November, 2023,23rd
February, 2024.
The attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
Rushabh Vora |
Chairman |
3 |
3 |
Rajeshkumar Rasiklal Parekh |
Member |
4 |
4 |
Jigar Dineshkumar Pandya |
Member |
3 |
3 |
Kinjal Jasmatbhai Khunt |
Chairperson |
3 |
3 |
Dineshbhai Bhanushankar
Pandya |
Member |
3 |
3 |
Jaikishan Vasdev Wadhwani |
Chairman |
2 |
2 |
Dhrumil Rameshkumar Gokani |
Member |
2 |
2 |
Mr. Rushabh Vora resigned from the board w.e.f. 19-08-2023 and Ms.
Kinjal Jasmatbhai Khunt appointed in audit commitee as member w.e.f. 19-08-2023
Composition of Stakeholders' Relationship Committee as on Date of
Report:
Stakeholders' Relationship was reconstituted on 28th
May, 2024.Hence, Committee Composition as on date of report is stated as below:
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
Haresh Suryakantbhai Pujara |
Chairman |
0 |
0 |
Rajatkumar Dineshbhai Patel |
Member |
0 |
0 |
Maulik M Chavda |
Member |
0 |
0 |
Composition of Corporate Social Responsibility Committee and meeting
thereto are covered in Annxure ____ of this Board's Report.
33. INDEPENDENT DIRECTOR:
Separate meetings of the Independent Directors of the Company were held
on 31st March, 2024 to discuss the agenda items as prescribed under applicable
laws. All Independent Directors have attended the said meeting. In the opinion of the
Board, all the Independent Directors fulfil the conditions of Independence as defined
under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management
of the Company.
34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:
The Company has always been committed to provide a safe and conducive
work environment to its employees. Your directors further state that during the year under
review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints
Committee as constituted by the Company.
35. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, 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 and physical mode.
36. 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.
37. 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.
38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE:
During the year under review, there were no application made or any
proceeding pending in the name of the company under the Insolvency and Bankruptcy Code,
2016 (31 of 2016).
39. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and do not
call for any further comment.
ii. Secretarial Auditor's Report:
Secretarial Auditor's Report provide for following observations:
1. During the year under review, The Securities and Exchange
Board of India (SEBI) vide its Investigation Authority, had issued various summons for
Personal Appearance before the authority for investigation under section 11(1), 11(4),
11(4A), 11B (1) and 11B (2) of the SEBI Act, 1992. The Investigating authority, had
summoned the Directors of the Company for co-operation to the Investigation.
Reply:
The management has provided a representation that the Director or
Signatories of the Company have been fully co-operating with the Investigating
Authorities. The said investigation is still undergoing till the end of the year under
review.
2. The status of the company on the BSE portal states as
‘SDD Non-Compliant'.
Reply:
The management has provided a representation along with relevant proofs
that the company have been fully compliant with the SDD Compliances and that the company
is in Correspondences with the Stock Exchange to rectify the SDD-status as shown on the
portal currently.
40. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based
on review of achievements on a periodical basis. The remuneration policy is in consonance
with the existing industry practice and is designed to create a high-performance culture.
It enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at investor@addshop.co
41. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME
SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institutions.
42. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders
including Financial Institutions, Suppliers, Customers and other business associates who
have extended their valuable sustained support and encouragement during the year under
review.
Your directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all executives, officers
and staff at all levels of the Company. We look forward for the continued support of every
stakeholder in the future.
ANNEXURE-A
Relevant details as stipulated under Regulation 36(3) of SEBI (LODR),
2015 and Secretarial Standard on General Meetings ("SS-2") issued by Institute
of Company Secretaries of India, in respect of directors seeking appointment /
reappointment as director under Resolution Nos. 5,6 and 7 is as under:
Name of the Director |
Mr. Haresh Suryakantbhai
Pujara (DIN: 10643332) |
Mr. Rajatkumar Dineshbhai
Patel (DIN: 09124295) |
Mr. Maulik M Chavda (DIN:
09271845) |
| Date of Birth |
07/06/1962 |
19/07/1995 |
15/06/1994 |
| Date of first |
28/05/2024 |
28/05/2024 |
28/05/2024 |
| Appointment on the |
|
|
|
| Board |
|
|
|
Qualifications |
Bachelor of Commerce (B.Com) |
Bachelor of Computer
Application (BCA) |
Bachelor of Commerce (B.Com) |
Experience/Brief Resume/
Nature of expertise in specific functional areas; Terms and Conditions of Appointment
along with remuneration sought to be paid |
Having experience of 36 years
as an officer in Nagrik Sarkari Bank and worked as purchase manager at Indo German
Industries have visited as a purchase officer at JK Synthetic Kota and Birla group co. and
Mangalam cement Ltd at Morak. Appointed for period of 5 years |
Having Experience of more
than 5 years in accounts and management. Appointed for period of 5 years |
Having experience more than
10 years he possesses a strong foundation in various aspects of finance, accounting,
economics, and business management Appointed for period of 5 years |
Remuneration last drawn by
such person, if any |
0.00 |
0.00 |
0.00 |
No. of Shares held in the
Company as on date |
NIL |
NIL |
NIL |
Relationship with other
Directors, |
NA |
NA |
NA |
Manager and other Key
Managerial Personnel of the Company/ Disclosure of relationships between directors
inter-se; |
|
|
|
Number of Meetings of the
Board attended during the year |
NA |
NA |
NA |
Directorship / Designated
Partner in other Companies / |
NIL |
1. Accent Limited 2. Globe |
Microcell Textiles |
1. Air Voice India Electric
Private Limited |
LLPs |
|
(India) Limited |
|
2. GSVC Private Limited |
Chairman/Member of the
Committees of Board of other Companies/ Names of listed entities in which the person also
holds the directorship and the membership of the Committees of the board |
NIL |
Member of Committee,
Nomination remuneration Microcell and Globe (India) Limited |
Audit and Committee of
Accent Limited Textiles |
NIL |
ANNEXURE I- to Directors' Report CORPORATE SOCIAL
RESPONSIBILITY POLICY
The Company has already constituted a Corporate Social Responsibility
("CSR") Committee, and has aligned its CSR Policy in accordance with the
Companies Act, 2013 (‘the Act') read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 to make it compliant with the provisions of the Act and
the Rules and to undertake the admissible CSR activities noti ied by the Ministry of
Corporate Affairs in Schedule VII to the Act.
1. A brief outline of the Company's CSR Policy, including overview
of projects or programmes proposed to be undertaken and reference to the web-link to the
CSR policy and projects or programmes:
The CSR Policy of the Company has been formulated and adopted in terms
of Section 135 of the Companies Act, 2013 and the Rules made thereunder. The Company
undertakes CSR activities speciied in Schedule VII to the Companies Act, 2013.
During the current inancial year 2023-24, the average net pro it for
the last three inancial years is Positive calculated in accordance with the provisions of
Section 198 of the Act. Therefore, the Company is required to spend any amount on CSR
activities for inancial year 2023-24. Please refer the Corporate Social Responsibility
Policy on the Company's website.
2. Composition of CSR Committee:
Sr.No. Name of Director |
Committee Chairman/
Member |
Designation/ Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Dineshbhai Bhanushankar
Pandya |
Chairman |
Managing Director |
2 |
2 |
2. Jayshree Dineshbhai Pandya |
Member |
Non-Executive - Non
Independent Director |
2 |
2 |
3. Rajeshkumar Rasiklal
Parekh* |
Member |
Non-Executive - Independent
Director |
2 |
2 |
4. Mr. Dhrumil Gokani* |
Member |
Non-Executive - Independent
Director |
2 |
2 |
*Rajeshkumar Rasiklal Parekh resigned on 6th November, 2023
and Mr. Dhrumil Gokani inducted in the Committee on 6th November, 2023.
Composition of CSR Committee as on Date of Report:
CSR Committee was reconstituted on 28th May, 2024.Hence,
Committee Composition as on date of report is stated as below:
Name |
Status |
No. of the Committee
Meetings entitled |
No. of the Committee
Meetings attended |
| Haresh Suryakantbhai Pujara |
Chairman |
0 |
0 |
| Rajatkumar Dineshbhai Patel |
Member |
0 |
0 |
| Maulik M Chavda |
Member |
0 |
0 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the company:
www.addshop.in 4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable. : NOT APPLICABLE
5. (a) Average net proit of the company as per section 135(5): 1773.29
Lakh (b) Two percent of average net proit of the company as per section 135(5): 40.85
lakh c) Surplus arising out of the CSR projects or programmes or activities of the
previous inancial years: Nil (d) Amount required to be set off for the inancial year, if
an y: 21.42 lakh Total CSR obligation for the inancial year (7a+7b-7c): 23.58 lakh
6. a) Amount Spent on CSR PROJECTS (both ongoing project and other than
ongoing Project) :Promotion of Education - Direct
b) Amount Spent In Administrative Overheads: 30 Lakhs c) Amount Spent
on Impact Assessment If applicable. NOT APPLICABLE d) Total Amount Spent for Financial
Year (a+b+d) : 40.85 lakhs (e) CSR amount spent or unspent for the inancial year: 2023-24:
NIL f) Excess amount for set off, if any
7) Details of Unspent CSR amount for the preceding three inancial
years: Not Applicable
8) Whether any capital assets have been created or acquired through
Corporate Social Responsibility Amount spent in the Financial Year: No
9) Specify the reason(s), if the company has failed to spend two per
cent of the average net pro it as per section 135(5): Not Applicable
|