Osia Hyper Retail Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 7th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2019-20 ended 31st March, 2020.

1. COMPANYS PERFORMANCE, STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Your Company is the business of an emerging supermarket chain with a focus on value- retailing. Your company stores have over thousands of products under a single roof that will cater to every need of a family and making Osia Hypermart publics favorite shopping destination with a modern ambience and with the feel of a large retail mall.

Your Companys financial performance for the year under review has been encouraging. During the year under review, the Company has achieved a gross turnover of Rs. 34389.37 lakhs in comparison to previous years turnover which was Rs. 23169.77 lakhs. It represented an increase of 48.42% over the previous year. Your Company has earned a net profit of Rs. 846.23 lakhs against last years Rs. 810.47 lakhs. It represented an increase of Rs. 35.76 Lakhs over the previous year. Key aspects of Financial Performance of your Company for the current financial year 2019-20 along with the previous financial year 2018-19 are tabulated below in the Financial Results.

The future outlook of the Company and its professional management makes an enterprise of high quality and high efficiency as core competition. Our focus on quality has enabled us to sustain and grow our business model to benefit our customers. Our Company is managed by a team of experienced personnel having experience in different aspects of software industry. We believe that our qualified and experienced management has substantially contributed to the growth of our business operations. We believe our track record of timely delivery of quality products and demonstrated technical expertise has helped in forging strong relationships with our customers.

2. FINANCIAL RESULTS:

(Rs. in lakhs)
Particulars 2019-20 2018-19
Total Revenue (including other income) 34389.37 23169.77
Profit before Interest and Depreciation 1781.37 1813.84
Less: Interest 281.61 404.49
Profit before Depreciation 1499.76 1409.5
Less: Depreciation 295.25 224.45
Profit before Taxation 1204.51 1184.9
Exceptional Item 0.00 23.93
Profit After Exceptional Item 1204.51 1160.97
Less: Provision for Taxation - Current 360.00 338.00
Less: Provision for Taxation - Deferred -1.72 12.50
Profit for the year 846.23 810.47

3. DIVIDEND:

Since the Company needs to plough back the profits for the future development and expansion, hence the Board of Directors has not recommended any dividend for the financial year 2019-20.

4. STATE OF COMPANYS AFFAIRS:

The management of the Company continued with its core business activities. There is no change in the nature of business of the Company.

5. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited w.e.f. 5th April, 2019.

6. ALLOTMENT OF 15,78,400 EQUITY SHARES TO PUBLIC THROUGH INITIAL PUBLIC OFFER (IPO):

The Company after obtaining necessary approvals and finalizing the Basis of allotment in consultation with NSE SME have allotted 15,78,400 Equity Shares of Rs. 10/- each at an issue price of Rs. 252/- per share including premium of Rs. 242/- per share to the public through Initial Public Offer (IPO) after complying provisions and guidelines under the Companies Act, 2013, SEBI (ICDR) & SEBI (LODR). The Post IPO Paid up Share capital of the Company is 59,53,400 Equity Shares of Rs.10/- each.

7. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialised form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE06IR01013.

8. TRANSFER TO RESERVES:

During the financial year under review, the amount of Rs. 846.23 lakhs has been transferred to Reserve & Surplus Account of the Company.

9. PUBLIC DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any Public Deposit within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

10. SUBSIDIARY(IES) COMPANY:

The Company has no Subsidiary Company during the financial year under review.

11. ASSOCIATE COMPANY:

The Company does not have any Associate Company within the meaning of section 2(6) of the Act during the financial year under review.

12. ANNUAL RETURN

The extract of Annual Return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2019-20 in Form MGT-9 is annexed hereto and form part of this report as Annexure -1.

13. DIRECTORS & KMP:

a. One of your Directors viz. Mr. Pranay Jain (DIN-07891715), retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

b. Mrs. Keerti Lachhwani resigned as Company secretary and Compliance officer of the Company w.e.f. 31st December 2019 and appointed Mr. Yusuf Rupawala as Company Secretary and Compliance Officer w.e.f. 31st December, 2019.

c. The Board of Directors duly met 11 times during the financial year under review.

d. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

e. Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

f. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2020 being end of the financial year 2019-20 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a going concern basis.

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g. Disclosure relating to remuneration:

The provisions of section 197(12) of the Act read with rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2019-20 as the company was listed on 5th April 2019. Accordingly, details with respect to remuneration of employees are applicable which are as under:

1 & 2. The percentage increase in remuneration of each KMP during the FY 19-20, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FY 19-20 are as under:

Sr. No. Name of Director, KMP & Designation % increase/decrease in Remuneration in the Financial Year 2019-20 Ratio of remuneration of each Director/ to median remuneration of employees
1. Dhirendra Chopra, Managing Director 50% 75.00
2. Kavita Chopra, Executive Director 50% 75.00
3. Sandeep Tailor, Chief Financial Officer N.A. 6.25
4. Yusuf Rupawala, Company Secretary N.A. 3.125

3. The median remuneration of employees of the Company during the financial year 18-19 was not applicable whereas in FY 19-20 it is Rs. 8000.

4. Number of Permanent Employees on the rolls of Company as on 31st March, 2020: 2512

5. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other Employees

6. The information as per Rule 5 (2) is as follows:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of the Annual Report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary

14. COMMITTEES

In terms of Companies Act, 2013, our Company has already constituted the following Committees of the Board:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Shareholders/ Investors Grievance Committee;

4) Corporate Social Responsibility Committee; and

5) Internal Complaints Committee.

AUDIT COMMITTEE

The Audit Committee consists of the following Directors:

Name of the Director Designation in the Committee Nature of Directorship
Mr. Chetan Damji Sangoi Chairman Independent Director
Mr. Hemen Hirenkumar Joshi Member Independent Director
Mr. Dhirendra Gautam Chopra Member Managing Director

NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on December 19, 2018. The Nomination and Remuneration Committee consists of the following Directors;

Name of the Director Designation in the Committee Nature of Directorship
Mr. Chetan Damji Sangoi Chairman Independent Director
Mr. Hemen Hirenkumar Joshi Member Independent Director
Mr. Monika Gaurav Gupta Member Independent Director

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

The Shareholders/Investors Grievance Committee have been formed by the Board of Directors at the meeting held on December 19, 2018. The Shareholders/Investors Grievance Committee consist of the following Directors;

Name of the Director Designation in the Committee Nature of Directorship
Mr. Chetan Damji Sangoi Chairman Independent Director
Mr. Monika Gaurav Gupta Member Independent Director
Mrs. Kavita Dhirendra Chopra Member Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors at the meeting held on December 19, 2018. The Corporate Social Responsibility Committee consist of the following Directors;

Name of the Director Designation in the Committee Nature of Directorship
Mr. Hemen Hirenkumar Joshi Chairman Independent Director
Mr. Dhirendra Gautam Chopra Member Managing Director
Mrs. Kavita Dhirendra Chopra Member Executive Director

INTERNAL COMPLAINTS COMMITTEE:

The Internal Complaints Committee has been formed by the Board of Directors at the meeting held on December 19, 2018 in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Name of the Director Designation in the Committee
Mrs. Kavita Dhirendra Chopra Presiding Officer
Mr. Sanjay Solanki Member
Mr. Shankarsingh Tarsingh Rajpurohit Member
Mrs. Poonam Panchal Member

15. GENERAL:

During the year;

i) The Company has issued shares which have been mentioned above in detail.

ii) The Company does not have any ESOP scheme for its employees/Directors;

iii) The Company has not bought back any of its securities;

iv) The Company has not issued any Sweat Equity Shares;

16. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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

17. AUDITORS:

Statutory Auditor:

Members of the Company at the Annual General Meeting that was held on 30th September, 2015 had appointed M/s Chopra Shah & Associates, Chartered Accountants as Statutory Auditor for a period of 5 years. In terms of section 139 of the Act such continuing appointment is subject to the yearly ratification by the members at an Annual General Meeting. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

As M/s. Osia Hyper Retail Limited listed on stock exchange on 5th April 2019 and now audit of the company shall be carried out by the auditors who have Peer Review Certificate by the Peer Review Board which is the requirement of Listed Companies. Hence M/s Chopra Shah & Associates had submitted their resignation as Statutory Auditors of the company with effect from 30th August 2019.

The Board of Directors at the Board Meeting held on August 30, 2019 appointed M/s. Deora Maheshwari & Co., Chartered Accountants, with registration number 123009W to fill the casual vacancy caused due to resignation of M/s. Chopra Shah and Associates Chartered Accountants and which was already approved by the members in the 06th AGM.

As per the provisions of Section 139(1) of the Act, their appointment for the above tenure mentioned in the notice is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for appointment of statutory auditors as per the proposal contained in the Resolution to hold office from the conclusion of this ensuing Annual General Meeting till the conclusion of the 11th Annual General Meeting.

M/s. Deora Maheshwari & Co Chartered Accountants, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with the confirmation that, their appointment, if approved by the shareholders, would be within the limits prescribed under the Act.

Cost Auditor:

The provisions of section 148 of the Companies Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed the Cost Auditor.

Secretarial Auditor:

The provisions of section 204 of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 do apply for the FY 2019-20 for which company has appointed M/s. Abhishek Chhajed & Associates as the Secretarial Auditor of the Company w.e.f. 30th July, 2020. Hence the Secretarial Audit Report is applicable to the Company.

18. RELATED PARTY TRANSACTION:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

19. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

20. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORY:

During the year; there was no significant / material order passed by any regulator, court or tribunal on the Company impacting the going concern status and Companys operations in future.

21. RISK MANAGEMENT:

The Company was already having risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the Organisation.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no information to furnish with respect to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo, as are needed to be furnished under section 134(3) (m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company has formed Corporate Social Responsibility Committee as per section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014. Committee Consist three directors Mr. Hemen Hirenkumar Joshi as Chairperson of CSR Committee, Mr. Dhirendra Gautamkumar Chopra and Mrs. Kavita Chopra Dhirendrakumar as a member of the Committee.

The Company has not spent any amount on CSR Activities for the financial year 2017-18, 2018-19 and 2019-20 as per Schedule VII of the Companies Act, 2013 but the Company has made provisions on CSR amount which is to be spent in future. The Company was unable to spend his CSR amount due to COVID 19 pandemic. (CSR Report separately attached herewith)

24. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 8.5 lakhs per month or Rs. 1.02 crore per annum during the year under review.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

26. SAFETY, HEALTH AND ENVIROMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analysed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

27. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

28. CAUTIONARY STATEMENT:

Certain Statements in the Management Discussion and Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook.

29. ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers which enables the Company to make every effort in understanding their unique needs and deliver maximum customer Satisfaction.

We place on record our appreciation of the contribution made by the employees at all levels, whose hard work, cooperation and support helped us face all challenges and deliver results. We acknowledge the support of our vendors, the regulators, the esteemed league of bankers, financial institutions, rating agencies, government agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and other stakeholders.

By Order of the Board of Directors

For, OSIA HYPER RETAIL LIMITED

[Formerly known as Mapple Exim Limited]

Date: 04.09.2020 Dhirendra Chopra Kavita Chopra
Place: Ahmedabad Managing Director Director
DIN: 06473774 DIN: 06473785