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 08th Annual Report together with Audited accounts of the company for the year ended on 31st March, 2021 which they trust, will meet with your approval.

Financial Result:

(Rs. In Lakhs)
PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Income for the year 7857.12 3733.77
Other Income - 9.40
Total Income 7857.12 3743.17
Profit before Financial Cost, Depreciation and Taxation 1147.8 268.02
Less: Financial Cost 98.37 73.67
Operating profit before Depreciation & Taxation 1049.43 194.35
Less: Depreciation 28.38 23.11
Profit before Taxation 1021.05 171.24
Provision for Taxation:
Current Tax 256.91 44.50
Deferred Tax (3.53) 6.36
Profit After Taxation 767.67 120.38

Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended 31st March, 2021, 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. 7857.12 lakhs compared to Rs.3743.17lakhs in the previous year. The percentage of growth during the year as compared to previous year is 109.91%. The Companys Profit for the year before depreciation, interest and taxation has been Rs. 1049.43 lakhs (P.Y. Rs. 194.35lakhs) and the Net Profit after interest, depreciation, prior period adjustments & taxes are Rs.767.67 lakhs (P.Y. Rs. 120.38 lakhs) profit for the year has been jumped by 537.71% as compared to last year.

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, 2021 stood at Rs. 11,50,00,000 i.e. 1,15,00,000 equity shares of Rs. 10/- each. During the year under review, the Company has Increased the authorized share capital 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 way of necessary approvals of members thought postal ballot on Monday, June 29, 2020.

Paid Up Share Capital

The paid up Equity Share Capital as at 31st March, 2021 stood at Rs. 11,32,97,160/- i.e. 1,13,29,716 equity shares of Rs. 10/- each. During the year under review, the Company has made allotment of bonus shares 48,55,591 in a ratio of 3:4 on July 24, 2020, 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.

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 2020-21.

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, no any change in the nature of the business of the company.

Change in Name of Company:

The Board of Directors of the Company in its meeting held on 8th February, 2020 change the name of the Company from "Add- Shop Promotions Limited" to "Add-Shop E-Retail Limited" Further, the Company had also filed all the necessary forms with the Registrar of Companies (ROC), Gujarat for approval and got the same approved by the Registrar of Companies (ROC), Gujarat.

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:

The year 2020-21 will forever be known as the year of Covid-19 pandemic, a health crisis which impacted the global economy heavily. The pandemic led to severe loss of lives and livelihood resulting in decline in incomes, increase in rate of unemployment, financial distress in industries which are more contact led and outdoors and increase in poverty levels across the world. As per IMF World Economic Outlook April 2021, the cumulative per capita income losses over 2020-22, compared to pre pandemic projections, are equivalent to 20 percent of 2019 per capita GDP in emerging markets and developing economies (excluding China), while in advanced economies the losses are expected to be relatively smaller, at 11 percent.

Company had taken steps to fight against this Covid-19 situation and have adopted two-pronged strategy of growth by expanding product portfolio. In this pandemic situation company reached out to their customers to fulfil their needs. And company have adopted online selling system for the direct reach. Company took orders on the phone, mails and messages and deliver to the customer for their comfort. Taking this as an opportunity company have developed and launched range of products which can help to boost immunity and also aid in fighting various other diseases.

In this coming year company have planned to lauch 150 additional products which are already in the research stage. As the Company have more than 20,000 Farmers Company going to add value additional technology food processing unit. In near time the Company will expand its market reach by exporting the products.

Company has been continuously innovating to ensure that the traditional knowledge of Ayurveda remains in sync with the changing needs and aspirations of millennials and centennials, the Company not only increased its R&D spends but also ensured that innovations are targeted to meet the consumer needs and are quick to reach the market, company also launch a E-Application for Rapidly Expansion of Companys E-Retail business.

Listing:

The shares of the company are listed and traded on the SME platform of BSE Limited at the beginning of the year and during the year w.e.f. Wednesday, October 21, 2020 Company migrated to Mainboard of BSE Limited by filing the procedural requirements of exchange. 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 2021-22.

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 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 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.

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. Jayshree Dineshbhai Pandya (DIN: 06647308) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommended her re-appointment on recommendation of the Nomination and Remuneration Committee.

Key Managerial Personnel

Name of Director Designation
Dineshbhai Bhanushankar Pandya Managing Director
Devang Dineshbhai Pandya Chief Financial Officer& Director
Nirajkumar K. Malaviya 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 Four (4) times during the financial year 2020-21, and the details of the meeting are as follows:

Sr. No Date of Meeting Attendance of Members
1. 30.06.2020 Chairman & all other members were present
2. 29.08.2020 Chairman & all other members were present
3. 11.11.2020 Chairman & all other members were present
4. 19.01.2021 Chairman & all other members were present

The Nomination & Remuneration Committee met Two (2) times during the financial year 2020-21, and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 29.08.2020 Chairman & all other members were present
2. 19.01.2021 Chairman & all other members were present

The Stakeholder grievances Committee met Four (4) times during the financial year 2020-21, and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 30.06.2020 Chairman & all other members were present
2. 10.07.2020 Chairman & all other members were present
3. 07.10.2020 Chairman & all other members were present
4. 07.01.2021 Chairman & all other members were present

Board Meetings & Postal Ballot

During the year 2020-21, the Board of Directors meets regularly, 9 (Nine) Board Meetings were convened and held. Interval between any two meetings was well within the maximum allowed gap of 120 days.

Date Particulars
26.05.2020 All Directors were present
25.06.2020 All Directors were present
30.06.2020 All Directors were present
24.07.2020 All Directors were present
29.08.2020 All Directors were present
07.11.2020 All Directors were present
11.11.2020 All Directors were present
27.11.2020 All Directors were present
19.01.2021 All Directors were present

During the period under review, the Company obtained necessary approvals of members on Monday, June 29, 2020by way of postal ballot and following are the below items for which Special/Ordinary Resolution passed:-

1. 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.

2. Approval of the issuance of Bonus Shares

3. 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 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 NonIndependent Directors was held on November 11, 2020where 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 nonexecutive 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 2019-20was held on Tuesday, 29th September, 2020 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 24,00,000/- 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, 2021 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, 2021 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 2020-21, 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:-

M/s. Loonia & Associates., Chartered Accountants, Ahmedabad (Membership No. 135424, FRN: 130883W), were appointed as the Statutory Auditors of the Company at the 07th Annual General Meeting for the period of Five Year from the conclusion of that Annual General Meeting of the Company at such remuneration as may be agreed upon between the Auditor and the Directors of the Company.

M/s. Loonia & Associates 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 reenactments) thereof for the time being in force).

The Auditors Report for the financial year ended March 31, 2021 on the financial statements of the Company is a pa rt of this Annual Report. The Auditors Report for the financial year ended March 31, 2021 does not contain any qualification, reservation, or adverse remark.

Secretarial Auditors and their Report:-

Pursuant to provisions of Section204 (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 2020-21. The Secretarial Audit Report in the form MR-3 is annexed herewith as "Annexure -II"

Internal Auditor:

The Board of Directors has appointed Mr. Rajen Vyas, as an Internal Auditors of the Company. 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 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 web sitewww. addshop .co.

Corporate Social Responsibility:

During the year 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. However as per eligibility criteria CSR will be applicable from 2021-22 onwards.

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 ListingAgreement.

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, functionalknowledge, governance and interest of stakeholders. The Independent Directorsandthe Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

Extract of Annual Return:

The details of the extract of annual return is 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 harassment 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 2020-21.

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.

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 bv 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 —III".

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. VivekDadhania

• Mr. RushabhVora

• Mr. YagnikMundadiya

• Ms. KinjalKhunt

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 11, 2020 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.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there was no unpaid /unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

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.

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, 2021

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: 28.08.2021 Dineshbhai Bhanushankar Pandya
Date: Rajkot Managing Director
DIN: 06647303