add shop e retail ltd share price Directors report


To,

The Members of Add-Shop E-Retail Limited

(Formally Known as Add-Shop Promotions Limited)

The Directors take pleasure in presenting the 09th Annual Report together with Audited Financial Statements and Auditors’ Report of the company for the year ended on 31st March, 2022 which they trust, will meet with your approval.

Financial Result:

(Rs. In Lakhs)

PARTICULARS YEAR ENDED 31.03.2022 YEAR ENDED 31.03.2021
Income for the year 15965.31 7857.12
Other Income - -
Total Income 15965.31 7857.12
Profit/Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 2491.09 1147.80
Less: Depreciation 46.33 28.38
Profit/loss before Finance Costs, Exceptional items and Tax Expense 2444.76 1119.42
Less: Finance Cost 99.48 98.37
Profit/loss before Exceptional items and Tax Expense 2345.28 1021.05
Add/(less): Exceptional items 0 0
Profit/loss before Tax Expense 2345.28 1021.05
Less: Tax Expense:
Current T ax 428.70 256.91
Deferred T ax 7.90 (3.53)
Profit/loss for the year (1) 1908.68 767.67
Total Comprehensive Income/ loss (2) - -
Total (1+2) 1908.68 767.67
Earnings per share (Face value Rs. 10/-) Basic & Diluted ( Rupees) 9.91 6.78

Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended 31st March, 2022, 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 have been Rs. 15965.31 lakhs compared to Rs.7857.12 lakhs in the previous financial year. The percentage of growth during the year as compared to previous year is 103.20%. The Company’s Profit for the year before Depreciation and Finance Costs, Exceptional items and Tax has been Rs. 2491.09 lakhs (P.Y. Rs. 1147.80 lakhs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs.1908.68 lakhs (P.Y. Rs. 767.67 lakhs) profit for the year has been jumped by 148.63 % as compared to last year.

The EPS of the Company for the year 2021-22 is Rs. 9.91.

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, 2022 stood at Rs. 22,50,00,000 i.e. 2,25,00,000 equity shares of Rs. 10/- each. During the year under review, the Company has Increased the authorized share capital of the company from INR 11,50,00,000/- (Indian Rupees Eleven Crores Fifty Lakhs Only) to INR 22,50,00,000/- (Indian Rupees Twenty Two Crores Fifty Lakhs Only) by way of necessary approvals of members through postal ballot on December 26, 2021. Further 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 after the end of the financial year and till the date of the report.

Paid Up Share Capital

The Paid Up Share Capital as at 31st March, 2022 stood at Rs. 19,25,67,010/- i.e. 1,92,56,701 equity shares of Rs. 10/- each. During the year under review, the Company has made allotment of bonus shares 79,26,985 (Seventy Nine Lacs Twenty Six Thousand Nine Hundred Eighty Five) in a ratio of 7:10 on January 19, 2022, except bonus issue company neither made any other issue of equity shares with differential voting rights nor has granted any stock options or sweat equity.

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

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 11,50,00,000/- (Indian Rupees Eleven Crores Fifty Lakhs Only) to INR 22,50,00,000/- (Indian Rupees Twenty Two Crores Fifty Lakhs Only) by way of necessary approvals of members through postal ballot on December 26, 2021.

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 2021-22.

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 2022- 23.

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 out-goings 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.

In the ensuing AGM, company has proposed the re-appointment of following Independent Directors for a period of 5 years:

1. Mr. Rajeshkumar Rasiklal Parekh

2. Mr. Dadhania Vivek Gopalbhai

3. Mr. Rushabh Vora

4. Mr. Yagnik Dilipbhai Mundadiya

5. Ms. Kinjal Jasmatbhai Khunt

Further, the Company has also proposed the re-appointment of Mr. Dineshbhai Bhanushankar Pandya, Managing Director of the Company for a period of five years.

Cessation:

During the year under review, there is no cessation of director from the Board.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Deviben Dineshbhai Pandya (DIN: 07905047) and Mr. Jigar Dineshkumar. Pandya (DIN: 07905076) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers him/herself for reappointment. Your Directors recommended re-appointment 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

• Mr. Yagnik Dilipbhai Mundadiya

• Ms. Kinjal Jasmatbhai Khunt

The Company has received required declarations/ confirmations from all the above Directors confirming their independence.

Key Managerial Personnel

Name of Director Designation
Dineshbhai Bhanushankar Pandya Managing Director
Dev Dineshbhai Pandya Chief Financial Officer & Director
Nirajkumar K. Malaviya Company Secretary & Compliance Officer

NUMBER OF BOARD MEETINGS AND POSTAL BALLOT:

During the year 2021-22, the Board of Directors meets regularly, 17 (Seventeen) Board Meetings were convened and held. Interval between any two meetings was well within the maximum allowed gap of 120 days.

Sr. No. Date Particulars
1 14.04.2021 All Directors were present
2 07.06.2021 All Directors were present
3 17.06.2021 All Directors were present
4 20.07.2021 All Directors were present
5 19.08.2021 All Directors were present
6 28.08.2021 All Directors were present
7 14.09.2021 All Directors were present
8 07.10.2021 All Directors were present
9 19.10.2021 All Directors were present
10 18.11.2021 All Directors were present
11 28.12.2021 All Directors were present
12 19.01.2022 All Directors were present
13 24.01.2022 All Directors were present
14 08.02.2022 All Directors were present
15 11.03.2022 All Directors were present
16 12.03.2022 All Directors were present
17 25.03.2022 All Directors were present

During the period under review, the Company obtained necessary approvals of members on December 26, 2021 by way of postal ballot and following are the below items for which Special / Ordinary Resolution passed:-

1. To Increase in Authorized share capital of the company from INR 11,50,00,000/- (Indian Rupees Eleven Crores Fifty Lacs Only) to INR 22,50,00,000/- (Indian Rupees Twenty Two Crores Fifty Lacs Only), and alteration of clause V of memorandum of association of company;

2. To Approval of the issuance of Bonus shares in the ratio of 7:10 [i.e. 7 (Seven) fully paid up equity shares for every 10 (Ten) equity shares held by the equity shareholders);

Further During the period under review, the Company obtained necessary approvals of members on November 09, 2021 by way of postal ballot and following are the below items for which Special / Ordinary Resolution passed:-

1. To Issue Convertible Warrants to Non-Promoters of the Company on Preferential basis:

2. To Appointment of M/s J S Maheshwari & Co, Chartered Accountants, as Statutory Auditors to fill up the casual vacancy, caused due to resignation of M/s Loonia & Associates, Chartered Accountants.

Further after completion of the financial year 2021-22 and till the period under review, the Company obtained necessary approvals of members in Extra Ordinary General Meeting dated April 09, 2022 following resolution passed. Resolution passed:-

1. To Increase Authorized Capital of the Company from INR 22,50,00,000/- (Indian Rupees Twenty Two Crores Fifty Lacs Only) to INR 35,00,00,000/- (Indian Rupees Thirty Five Crores Only) by Alteration of the Capital Clause V of the Memorandum of Association.

After the completion of postal ballots and 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 November 18, 2021 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 2020-21 was held on Wednesday, 29th September, 2021 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.

Right Issue Committee

Name of Director Position in the Committee Designation
Dineshbhai Bhanushankar Pandya Chairperson Executive Director
Jayshree Dineshbhai Pandya Member Non-Executive - Non Independent Director
Rajeshkumar Rasiklal Parekh Member Non-Executive - Independent Director

Director Remuneration

During the year under review, the Company has paid remuneration to director of the company as Follow:

Sr. NO. Name of Director Remuneration (Amount Rs.)
1. Dineshbhai Bhanushankar Pandya 36,00,000/- per annum
2. Jayshree Dineshbhai Pandya 12,00,000/- per annum
3. Deviben Dineshbhai Pandya 12,00,000/- per annum
4. Devang Dineshbhai Pandya 12,00,000/- per annum
5. Jigar Dineshkumar Pandya 12,00,000/- per annum

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, 2022 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 31 st March, 2022 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, 2022 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 Directors’s Report for FY 2021-22.

Auditors and Auditors Report:

Statutory Auditors:-

In the EGM held through postal ballot on 09th November, 2021 M/s. J S Maheshwari & Co, Chartered Accountants (Membership No. 148387, FRN: 001318C), Ahmadabad, Gujarat, was appointed as Statutory Auditors of the Company for 2021-22 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. [L1)

M/s J S Maheshwari & co, Chartered Accountant have confirmed their eligibility and qualification under Section 139, 141 and other applicable provisions of the Companies Act 2013 and Rules issued there under (including and statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors’ Report for the financial year ended March 31, 2022 on the financial statements of the Company is a part of this Annual Report. The Auditors’ Report for the financial year ended March 31, 2022 does not contain any qualification, reservation, or adverse remark.

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. G R Shah & Associates., a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2021-22. 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.

Reply to Qualification:

Sr. Audit Query No. Reply from Company
1 Regulation 295(1) of SEBI ICDR regulation. The company has delayed the bonus issue for 17 days. The due date for compliance was 17/01/2022 but the company made compliance on 03/02/2022 Inordinate delay in grant of confirmation or approvals of different authorities.

Internal Auditor:

The Board of Directors has appointed Mr. Rajen Vyas, as an Internal Auditors of the Company for the financial year 2021-22. 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 Companys websitewww.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 2021-22 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 2021-22 will be available on the website of the Company (www.addshop.co). The due date for filing annual return for the financial year 2021-22 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 none of 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). Hence, the disclosures as required by above Rules are not given as none of the employees qualify for such disclosure.

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 Women at Workplace (Prevention, Prohibition and Redressal) A 2013 and SEBI - Listing Regulations are as under:No of complain filed during the financial year 2021-22 NIL
No of complaints filed / disposed of during the financial year 202 22 NIL
No of complaints pending as on the end of financial year 2021-22 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. G.R Shah, Practicing Company Secretary, Ahmedabad 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 Companys 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, 2022 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, 2022

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.

By order of the Board of Directors
For, Add-Shop E-Retail Limited
(Formally Known as Add-Shop Promotions Limited)
DineshbhaiBhanushankar Pandya
Place: Rajkot Managing Director
Date: 31.08.2022 DIN: 06647303