Add-Shop E-Retail Ltd 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 07th Annual Report together with Audited accounts of the company for the year ended on 31st March, 2020 which they trust, will meet with your approval.

Financial Result:

(Rs. In Lakhs)
PARTICULARS YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2019
Income for the year 3733.77 2274.38
Other Income 9.40 -
Total Income 3743.17 2274.38
Profit before Financial Cost, Depreciation and Taxation 268.02 179.35
Less: Financial Cost 73.67 51.44
Operating profit before Depreciation & Taxation 194.35 127.90
Less: Depreciation 23.11 9.81
Profit before Taxation 171.24 118.09
Provision for Taxation:
Current Tax/Excess Short Provision 44.50 28.57
Deferred Tax 6.36 2.89
Profit After Taxation 120.38 86.63

Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended 31st March, 2020, 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. 3733.77 lakhs compared to Rs. 2274.38 lakhs in the previous year. The Companys Profit for the year before depreciation, interest and taxation has been Rs. 194.35 lakhs (P.Y.Rs.127.90 lakhs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 120.38 lakhs (P.Y. Rs. 86.63 lakhs).

Share capital:-

The paid up Equity Share Capital as at 31st March, 2020 stood at Rs. 6,47,41,250/- i.e. 64,74,125 equity shares of Rs. 10/- each. During the year under review, the Company has neither made any 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.

Particulars of Loans, Guarantee or Investments:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2019-20.

Disclosure Under Rule 8 (5) Of Companies (Accounts) Rules, 2014:

Change in Nature of Company Business:

During the year under review, the business of the company has not been changed but In order to make the main object clause of the Memorandum of Association (MOA) comprehensive, the Board of directors in its meeting held on 08th February, 2020 has approved alteration of the MOA of the Company and include other activities in the main object clause of the Memorandum of Association of the Company i.e. manufacturing of all types of Ayurvedic or herbal cosmetics, medicines, and animal feeds, fertilizers.

Change in Name of Company:

The Board of Directors of the Company in its meeting held on 8th February, 2020 decided to change the name of the Company from "Add-Shop Promotions Limited" to "Add-Shop E-Retail Limited" The Directors believe that the change in the name of the Company in order to incorporate additional new activity of the company and has to adopt the suitable name to reflect the main activity of the company more dominantly which is being undertaken as part of corporate rebranding would make the name of the Company simple, sharp and focused.

As per the provisions of Sections 13 of the Companies Act, approval of the shareholders is required for changing the name of the Company and the company had obtained the approval of members/share holders in extra ordinary general meeting held on 14th march, 2020. Further, the Company had also filed necessary forms with the Registrar of Companies (ROC), Gujarat for approval and got the same approved by the Registrar of Companies (ROC), Gujarat

Details of Directors/Key Managerial Personnel Appointed/Resigned:

During the year under review, below mentioned directors/KMP have been appointed/resigned:

Appointment:

• Mr. Nirajkumar Malaviya appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 11th December, 2019.

Resignation:

• Ms. Falguni Dhrumil Shah resigned from the post of company secretary and Compliance Officer w.e.f. 18th September, 2019

Details of Holding/Subsidiary Companies/Joint Ventures/Associate Companies:

During the year under review, there was no holding/Subsidiary Company/Joint Ventures/Associate Companies.

Event Subsequent to the Date of Financial Statement

The World Health Organization had declared the Covid-19 Novel Corona Virus as the Pandemic and due to its possible outbreak in the entire India, the Government of india had imposed a nationwide lock down to stop its outbreak in India. The lockdown was imposed in four stages from 25th of March, 2020. Further, as per the governments direction, all business/industrial activities were stopped except the essential commodities/primary necessity like Milk, food, hospitals and medicals etc. In view of the same,

The consequences of this pandemic affected adversely both on our lives and livelihoods are yet to be fully ascertained. The gradual ceasing of economic activities across the world and also in India over a prolonged period has shattered economies and led to an unprecedented rise in unemployment across the world.

Never ever has any economic devastation been so severe and wide spread. Corporations across the world are gradually working towards restoration of economic activities but are still far from reaching optimum levels. At this stage there is no rule book to advice on the future course of action and there are significant uncertainties even today about the future. In India also after one of the most severe and longest lockdowns, we are still navigating the headwinds and trying to get back to "life as usual", with significant restrictions and constraints.

Further, the Company is taking all the recommended precautions and safeguard measures as per the directives/guidelines/circulars issued by the Central Government and the respective State Government(s) from time to time as far as prevention and spreading of COVID-19 pandemic is concerned.

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemic on the business, turnover, profitability and liquidity position particularly at subsidiary levels and will be taking all the necessary steps in future in line with the various directives issued by the Regulatory authorities, from time to time.

Further the company had obtained approvals of Members of Company by way of Special Resolution for the businesses set out hereunder through Postal Ballot through remote e-voting ("Postal Ballot/ E-Voting") and the last date for receiving postal ballot forms by Scrutinizer was Monday, June 29, 2020.

• Increased Authorized Capital of the Company from INR 7,00,00,000/- (Indian Rupees Seven Crores Only) to INR 11,50,00,000/- (Indian Rupees Eleven Crores Fifty Lacs Only) by Alteration of the Capital Clause V of the Memorandum of Association.

• Approval of the issuance of Bonus Shares.

• Migration of Listing/ Trading Of Equity Shares of the Company from BSE-SME Platform to Main Board of BSE Limited.

After the completion of postal ballot process, your Company had filed necessary forms with the Registrar of Companies (ROC), Gujarat for approval and get the approval for the same. Further company also submitted required details to the stock exchange for bonus issue and related matters thereof and received the final approval of Trading of bonus shares from the stock exchange (BSE Limited) on August 05, 2020.

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 Companys 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 equipments with latest technologies.

Technology absorption: The Company continuous to use the latest technologies for improving the productivity and quality of its services and products

Foreign exchange Earnings and Outgoings: There are no foreign exchange earnings and outgoings during the financial year.

Key Managerial Personnel

Name of Director Designation
Dineshbhai Bhanushankar Pandya Managing Director
Devang Dineshbhai Pandya Chief Financial Officer & Director
Falguni Dhrumil Shah (Up to September 18, 2019) Company Secretary & Compliance Officer
Nirajkumar K. Malaviya (W.e.f. December 11, 2019) Company Secretary & Compliance Officer

Audit committee

Name of Director Position in the Committee Designation
Rajeshkumar Parekh Chairperson Non-Executive Independent Director
Vivek Dadhania Member Non-Executive Independent Director
Rushabh Vora Member Non-Executive Independent Director

Nomination and Remuneration Committee

Name of Director Position in the Committee Designation
Yagnik Mundadiya Chairperson Non-Executive Independent Director
Kinjal Khunt Member Non-Executive Independent Director
Rajeshkumar Parekh Member Non-Executive Independent Director

Stakeholders Relationship Committee

Name of Director Position in the Committee Designation
Rushabh Vora Chairperson Non-Executive Independent Director
Rajeshkumar Parekh Member Non-Executive Independent Director
Jigar Pandya Member Executive Director

Committees Meetings:

The Audit Committee met Six (6) times during the financial year 2019-20, and the details of the meeting are as follows:

Sr. No Date of Meeting Attendance of Members
1. 19.04.2019 Chairman & all other members were present
2. 30.05.2019 Chairman & all other members were present
3. 05.08.2019 Chairman & all other members were present
4. 13.11.2019 Chairman & all other members were present
5. 20.12.2019 Chairman & all other members were present
6. 08.02.2020 Chairman & all other members were present

The Nomination & Remuneration Committee met Four (4) times during the financial year 2019-20, and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 19.04.2019 Chairman & all other members were present
2. 30.05.2019 Chairman & all other members were present
3. 05.08.2019 Chairman & all other members were present
4. 20.12.2019 Chairman & all other members were present

The Stakeholder grievances Committee met Four (4) times during the financial year 2019-20, and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 11.04.2019 Chairman & all other members were present
2. 10.07.2019 Chairman & all other members were present
3. 14.10.2019 Chairman & all other members were present
4. 08.01.2020 Chairman & all other members were present

Board Meetings & Extra Ordinary General meeting

During the year 2019-20, the Board of Directors meets regularly, 6 (Six) Board Meetings were convened and held. Interval between any two meetings was well within the maximum allowed gap of 120 days.

Date Particulars
19.04.2019 All Directors were present
30.05.2019 All Directors were present
05.08.2019 All Directors were present
13.11.2019 All Directors were present
20.12.2019 All Directors were present
08.02.2020 All Directors were present

During the period under review, the Company called an Extra Ordinary General meeting on 14th March, 2020. The Company had obtained necessary approvals through Special/Ordinary Resolution passed at the said meeting for following:-

1. Appointment of Statutory Auditor to Fill Casual Vacancy.

2. Change in Name of the company.

3. Insert Additional Business Activity in Main Object Clause of the Memorandum of Association.

4. Increase Borrowing Powers of the Board and Authorization Limit to Secure the Borrowings under Section 180(1)(c) and 180(1)(a) of the Companies, act, 2013.

5. Approval for Related Party Transactions.

6. Making Investments/extending loans and giving guarantees or providing securities in connection with loans to persons/Bodies corporate.

After the Extra - Ordinary General Meeting, your Company had also filed necessary forms with the Registrar of Companies (ROC), Gujarat for approval and got the same approved by the Registrar of Companies (ROC), Gujarat.

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 13, 2019 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 nonindependent 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 2018-19 was held on Thursday, 05th September, 2019 at the Registered Office of the Company.

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 26,40,000/- per annum
2. Jayshree Dineshbhai Pandya 6,00,000/-per annum
3. Deviben Dineshbhai Pandya 6,00,000/-per annum
4. Devang Dineshbhai Pandya 6,00,000/-per annum
5. Jigar Dineshkumar Pandya 6,00,000/-per annum

Directors Responsibility Statement:

As required under the provisions of Section 134(3) (c) of the Act, your Directors report that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards have been followed.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts for the year ended 31st March, 2020 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.

Related Party Transactions

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.

A detailed report on material contracts and arrangements made during the financial year 2019-20, being arms length transactions have been reported and annexed hereto in form AOC-2 as Annexure - I forming part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

Auditors and Auditors Report:

Statutory Auditors:-

The Board of Directors of the Company at its meeting held on 20/12/2019 that M/s. Loonia & Associates., Chartered Accountants (Membership No. 135424, FRN: 130883W), appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. SADP & Co., Chartered Accountants and for that the company had obtained the approval of members/share holders in Extra Ordinary General Meeting of company held on 14th March, 2020 at the registered office of the company.

M/s. Loonia & Associates, Chartered Accountants (Membership No.135424, FRN:130883W), Ahmadabad, Gujarat, are acting as Statutory Auditors of the Company and they shall hold the office from the conclusion of this Annual General Meeting until the conclusion of fifth Annual General Meeting of the Company at such remuneration as may be agreed upon between the Auditor and the Board of Directors of the Company.

There are no qualifications, reservations or adverse remarks made in the Audit Report by Statutory Auditors of the Company

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 K Jatin & Co., a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report in the form MR-3 is annexed herewith as "Annexure -II"

The Auditors Report for the financial year ended March 31, 2020 on the financial statements of the Company is a part of this Annual Report.

Explanations or Comments by the Board on Qualifications, Reservations or Adverse Remark or Disclaimers:-

The Notes on Financial Statements referred to in the Auditors Report are Self-explanatory and do not call for any further comments. There is no qualification, reservation or adverse remarks made in the statutory auditors 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 website www.addshop.co.

Corporate Social Responsibility:

The Company is not 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 not mandatory to comply with the same.

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 nonindependent directors was providing good business and people leadership.

Extract of Annual Return

The details forming part of the extract of annual return on prescribed form MGT -9 is annexed hereto as "Annexure III" and form part of this report and also uploaded on a website of the company at www.addshop.co.

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 arassment at workplace:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace and company constituted the Internal Compliant Committee (ICC), in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2019-20.

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.

Other Regulatory Requirement

The Company has complied with all regulatory and legal requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

Cost Audit Report

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to audit the cost records of the company for cost audit report.

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 Regulations 15 of SEBI (LODR) Regulations, 2015, Corporate Governance provisions as specified is not applicable to the Company, since the paid up share capital of the Company and the Net worth is below the threshold limits prescribed under SEBI (LODR).

Management Discussion and Analysis Report:-

In terms of the Regulations 34(e) of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as "Annexure -IV".

Internal Financial Controls:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

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.

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 Parekh

• Mr. Vivek Dadhania

• Mr. Rushabh Vora

• Mr. Yagnik Mundadiya

• Ms. Kinjal Khunt

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

Formal Annual Evaluation:

As required under Section 134 (p) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had already approved the evaluation criteria for evaluating the performance of the Board of Directors, its committees and the performance of Independent Directors.

Accordingly, as required under Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their separate meeting held November 13, 2019 evaluated the performance of the non independent Directors and the Board as a whole. They also reviewed the performance of the Managing Director of the Company and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

Also as required under Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board assessed the performance of the Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company at its meeting.

The Board of Directors assessed the performance of the individual directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, high governance standards, knowledge of business, processes and procedures followed, openness of discussion/integrity, relationship with management, impact on key management decisions etc. The Members of the Committee of audit, nomination & remuneration, stakeholders relationship and corporate social responsibility committee were also assessed on the above parameters and also in the context of the committees effectiveness vis-a-vis the Act and the listing regulations.

Policy on Directors Appointment and Remuneration:

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.

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.

For, Add-Shop E-Retail Limited
Place: 29.08.2020 Dineshbhai Bhanushankar Pandya
Date: Rajkot Managing Director
DIN: 06647303