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To, The Members,
Your Directors have pleasure in presenting the 6th Annual Report together with Statement of accounts of your Company for the Year ended on March 31, 2018.
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous year figures is given hereunder: (Amount in Lakh)
|Revenue from Operations||1008.29||1134.02|
|Profit before Depreciation and Taxation||24.48||44.84|
|Provision for Taxation :||5.00||2.63|
|(i) Current Income Tax||1.85||0.51|
|(ii) Deferred Tax|
|Profit after Income Tax||8.20||37.53|
2. FINANCIAL REVIEW:
Your Company total income for the year 2017-2018 is Rs.1008.29/- Lakh compared to last years income of Rs.1134.02/- Lakh. The profit before tax (after depreciation) during the year under review was Rs.15.05/- Lakh as compared to previous years figure of Rs.40.67/-Lakh. Your Company has earned the net profit of Rs.8.20/- Lakh against the net profit of Rs.37.53/- Lakh during the previous year. Your Company expects to achieve better performance during the current year.
3. DIVIDEND AND RESERVES:
Your directors recommend the payment of dividend of Re. 0.05 per equity share of face value of Rs.10 each for the year ended 31st March, 2018. Further the Company has not transferred any amount to reserves during the year.
4. BONUS ISSUE:
Your director s recommends the issue of Bonus Shares in the ratio of One equity shares of Rs.10/-each for every two existing equity shares of Rs.10/- each of the Company held by the Members on a date to be fixed by the Board, by capitalising a part of Free Reserves upto Rs.3,50,00,000/- The proposed issue of bonus shares is subject to the consent of shareholders at the forthcoming AGM. The bonus shares shall rank pari passu in all respects with the existing fully paid up equity shares of the Company, including any dividend that may be declared for the financial year in which the bonus shares are allotted. The dividend declared for the year ended 31st March, 2018 shall not be applicable on the Bonus Shares.
5. INITAIL PUBLIC OFFERING:
During the year under review, your Company come up with a public issue of 18,96,000 equity shares of Rs.10/- each at a premium of Rs.17/- per share aggregating to the total Rs.5,11,92,000/- Subsequently the shares of the Company have been listed on SME platform of BSE Limited on 18th July, 2017.
6. USE OF PROCEEDS:
The Proceeds from the issue of the Company vide prospectus dated 23rd June, 2017 have been utilised/are in process of Utilisation for the purpose for which they were raised and there is no deviation in the Utilisation of proceeds.
7. SHARE CAPITAL:
In order to facilitate the capitalisation of Free Reserves to the extent of issue of bonus shares, the authorised share capital of the Company is proposed to be increased from Rs.7,00,00,000 Crores (Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakh only) equity shares of Rs.10 each per equity shares to Rs.11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore and Ten Lakh Only) equity shares of Rs. 10/- each.
The Paid up Share Capital of the Company as on 31st March, 2017 was Rs.508.7/- Lakh. During the year under review Company had allotted 18,96,000 Fresh Equity Shares by way of Initial Public Issue and the paid up capital the Company has increased to Rs.698.3/- Lakh.
8. NUMBER OF BOARD MEETINGS:
During the year under review, the Board of Directors duly met 12 (Twelve) times.
Details of Board meetings for the year under review are tabulated hereunder:
|Sr. No||Date of Board Meetings||Pinal Shah||Riddhi Shah*||Akshay Mohnot*||Mayank Agarwal***||Eity Pandey||Vinay Raval***|
*Mrs. Riddhi Shah was resigned from the Board w.e.f 22nd April, 2017 and thereafter was appointed on the Board w.e.f 26th April, 2017.
** Mr. Akshay Mohnot was resigned from the Board w.e.f 21st August, 2017.
***Mr. Mayank Agarwal was resigned from the Board as Independent Director and Mr. Vinay Raval was appointed on the Board as an Additional Independent Director w.e.f 08th February, 2018.
Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY: Listing of Company
The Company was unlisted public company and listed during the year under review on BSE SME platform on 18th July, 2017.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.
12. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review the Company Registered office is shifted from "B-207, Titanium City Centre, Nr. Sachin Tower, Anand Nagar Road, Satellite, Ahmedabad-380 015 to "B-308 Titanium Heights, Nr. Vodafone House, Corporate Road Prahladnagar Ahmedabad, Makarba -380015."
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2018.
14. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
15. EXTRACTS OF ANNUAL RETURN:
In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format is appended to this Report as Annexure II.
16. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME
The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.
17. CORPORATE GOVERNANCE REPORT:
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth not exceeding Rs. 25 crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2017-2018.
18. AUDITORS OF THE COMPANY:
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Ms. Pooja Gwalani, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial year 2017-2018. The Secretarial Audit report for the financial year 2017-2018 issued by Ms. Pooja Gwalani, Practicing Company Secretary has been annexed as Annexure III to this report. There were no qualifications or adverse mark in this report.
In accordance with the provisions of section 138 of the act and rules made thereunder, the Board of Directors, of the Company have appointed Mr. Deepak Rawal, Accountant of the Company as an internal auditor to conduct the Internal audit of the Company for the F.Y. 2018-2019.
STATUTORY AUDITORS AND THEIR OBSERVATIONS:
Members of the Company at the Annual General Meeting (AGM) held on 12th June, 2017, approved the appointment of Loonia & Associates Chartered Accountants, as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 5th Annual General Meeting held on 12th June 2017 until the conclusion of 9th Annual General Meeting of the Company to be held in the year 2021. Loonia & Associates Chartered Accountants, has audited the book of accounts of the
Company for the Financial Year ended March 31, 2018 and have issued the Auditors
In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, Loonia & Associates Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly Loonia & Associates Chartered Accountants, will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2019.
The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
19. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the
Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.
20. DEMATERIALISATION OF SHARES:
During the year under review, the Company has entered into the Tripartite Agreement with both the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for providing Demat facility to shareholders. For the purpose the Company has appointed Cameo Corporate Services Limited as its Registrar and Share Transfer Agent. The Company ISIN No. is INE413X01019.
21. REMUNERATION POLICY:
The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.7nrretailltd.in.
22. MEETING OF INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors met on 27th March, 2018 inter alia, to discuss:
? Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.
? Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
? Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
1. DECLARATION FROM INDEPENDENT DIRECTORS:
All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.
2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31st March, 2018.
3. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.
23. RELATED PARTY TRANSACTION:
All related party transactions that were entered into during the year under the review were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large Annexure V.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL, APPOINTMENT AND
In accordance of the provision of section 152 of the Companies Act, 2013, Mrs. Riddhi Shah (DIN:05197462) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of section 164 of the Act and offer himself for re-appointment.
During the year under the review Mr. Vinay Raval was appointed as Additional Independent Director of the Company and Mr. Mayank Agarwal has tendered the resignation from the Board w.e.f 08th February, 2018. Mrs. Riddhi Shah had resigned from the post of Director on 22nd April, 2017 and was appointed as non-executive non Independent Director on 26th April, 2017 and was regularized in AGM. Further Mr. Akshay Mohnot has tendered the resignation from the Board dated 21st August, 2017.
Further Mr. Kunjal Panchal has tendered the resignation from the post of Chief Financial Officer of the Company and Mr. Ramaniklal Bavalia was appointed on the Board as Chief Financial Officer of the Company w.e.f. 21st August, 2018. Mr. Ramaniklal Bavalia has tendered the resignation from the post of Chief Financial Officer and Mr. Mittal Shah was appointed on the Board as Chief Financial Officer of the Company w.e.f 14th November, 2018.
25. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company www.7nrretailltd.in.
26. POLICIES OF THE COMPANY
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Your Company has framed a Policy of Sexual Harassment of women at workplace to follow gender neutral approach in handling complaints of sexual harassment. The Sexual Harassment policy has been available on the website of the Company www.7nrretailltd.in.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:
Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company www.7nrretailltd.in.
POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.7nrretailltd.in.
PREVENTION OF INSIDER TRADING
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.7nrretailltd.in.
27. PARTICULARS REGARDING EMPLOYEES REMUNERATION:
During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-VI.
28. RISK MANAGEMENT:
The Management regularly reviews the risk and took appropriate steps to mitigate the risk. In the opinion of the Board, no risk has been identified that may threaten the existence of the Company.
29. 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.
30. COMMITTEES OF THE BOARD:
During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated in detail:
The Audit Committee comprises of non executive Independent Director and Managing Director as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2017-2018, 3 meeting of Audit Committee were held on 13.04.2017, 20.04.2017, 14.11.2017.
The Composition of Audit Committee and the details of meetings attended by the members during the year are given below:
|Sr.||Name of the||Status||Nature of||No. of||Meeting|
|1.||Ms. Eity Pandey||Chairman||Non-Executive & Independent Director||3||3|
|2.||Mr. Akshay Mohnot*||Chairman||Non-Executive & Independent Director||2||1|
|3.||Mr. Vinay Raval**||Member||Non-Executive & Independent Director||3||0|
|4.||Mr. Mayank Agarwal**||Member||Non-Executive & Independent Director||3||3|
|5.||Mr. Pinal Shah||Member||Managing Director||3||3|
*Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017. **Mr. Mayank Agarwal was resigned from the board as Independent Director and
Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.
NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2017-2018, 4 meeting of Nomination and Remuneration Committee were held on 26.04.2017, 21.08.2017, 14.11.2017 and 08.02.2018
The Composition of Nomination and Remuneration Committee and the details of meetings attended by the members during the year are given below:
|No.||Name of the Director||Status||Nature of Directorship||No. of Meetings||Meeting attended|
|1.||Mr. Vinay Raval*||Chairman||Non-Executive & Independent Director||0||0|
|2.||Ms. Eity Suryanarayan Pandey||Member||Non-Executive & Independent Director||4||4|
|3.||Mr. Mayank Agarwal*||Chairman||Non-Executive & Independent Director||3||3|
|4.||Mr. Akshay Premraj Mohnot**||Member||Non-Executive & Independent Director||1||1|
|5.||Mrs. Riddhi Pinal Shah||Member||Non-Executive & Non- Independent Director||2||2|
*Mr. Mayank Agarwal was resigned from the board as Independent Director and Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018. **Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2017-2018, NIL meeting of Stakeholder Relationship Committee were held.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:
|Sr. No.||Name of the Director||Status||Nature of Directorship||No. of Meetings||Meeting attended|
|1.||Mr. Vinay Raval*||Chairman||Non-Executive & Independent Director.||0||0|
|2.||Ms. Eity Pandey||Member||Non-Executive & Independent Director.||0||0|
|3.||Mr. Mayank Agarwal*||Member||Non-Executive Independent Director||0||0|
|4.||Mr. Akshay Mohnot Agarwal**||Member||Non-Executive Independent Director||0||0|
|5.||Mrs. Riddhi Pinal Shah||Member||Non-Executive & Non-Independent Director||0||0|
*Mr. Mayank Agarwal was resigned from the board as Independent Director and Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.
**Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017.
31. CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is not applicable to the Company.
32. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Financial Control function is well defined.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO:
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.
34. DIRECTORS RESPONSIBILITY STATEMENT:
It is hereby stated that:
(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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 profit of the Company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis;
(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
(vi) 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.
35. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company Equity Shares is listed at Bombay Stock Exchange Limited (SME segment). The Annual Listing fees for the year 2017-2018 has been paid.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
|For and On Behalf of Board of Directors of|
|7NR RETAIL LIMITED|
|Place: Ahmedabad||PINAL SHAH||RIDDHI SHAH|
|Date: 10th August, 2018||MANAGING DIRECTOR||DIRECTOR|
|DIN: 05197449||DIN: 05197462|