To, The Members,
ADD SHOP E-RETAIL LIMITED
Your Directors present the 11th Board's Report on the Business and Operations of the Company together with the Audited Financial Statement and the Auditor's Report for the Financial Year ended on 31st March, 2024.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st March, 2024 is summarized as below:
(Rs. in Lakhs)
Particulars
Revenue from Operations
Other Income
Total Revenue
Total Expenses
Profit / Loss before Depreciation, Exceptional and
Extra Ordinary Items and Tax Expenses
Less: Depreciation / Amortization / Impairment
Profit / Loss before Exceptional and Extra Ordinary
Items and Tax Expenses
Add / Less: Exceptional and Extra Ordinary Items
Profit / Loss before Tax Expenses
Less: Tax Expense
Current Tax
Short/Excess provision for previous year
Deferred Tax
Profit / Loss for the Period
Earnings per share (Face value Rs.10/-) Basic &
Diluted (In Rupees)
2. OPERATIONS:
Total revenue for Financial Year 2023-24 is Rs. 20,306.29 lakhs compared to the revenue of Rs. 19,988.41 lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2023-24 of Rs. 606.26 Lakhs as compared to profit of Rs. 2748.43 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs. 315.71 Lakhs as against Net profit after tax of Rs. 1,916.24 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the year under review.
4. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.
6. TRANSFER TO RESERVES:
The Profit of the Company for the Financial Year ending on 31st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.
7. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at www.addshop.co
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND 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.
9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
Securities and Exchange Board of India has issued Interim Order cum Show Cause Notice under sections 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the Securities and Exchange Board of India Act, 1992 read with Rule 4 (1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules,1995. whereby it is alleged that the Company / certain Directors have violated certain Regulations of SEBI Act, 1992 , SEBI (PFUTP) Regulations, 2003 and SEBI (LODR) Regulations, 2015.
However, the management does not foresee any material impact on the Financial / operation activities of the Company, as the Interim order cum show cause notice based on misinterpreted facts and assumptions and shall be contested.
There are no significant other material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
10. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 13(Thirteen) times viz. 29th May, 2023, 6thJuly, 2023, 18th July, 2023, 8th August, 2023, 19th August, 2023, 25th August, 2023, 1st September, 2023, 5th September, 2023, 6th November, 2023, 9th November, 2023, 30th December, 2023, 13th February, 2024, 28th February, 2024.
11. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2024 the applicable
accounting standards have been followed and there are no material departure from the same;
b. 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 the end of financial year and of the Profit of the Company for the financial year ended on 31st March, 2024.
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and
f. 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.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
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.
The Company has spent the amount on CSR Activities for the financial year 2023-2024 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 here with as Annexure - 1).
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per Annexure - II.
14. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
15. VIGIL MECHANISM:
During the year under review, the Company did not accept any deposits from the public and not borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the Company.
16. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
17. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:
? Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);
? Structure, composition, and role clarity of the Board and Committees;
? Extent of co-ordination and cohesiveness between the Board and its Committees;
? Effectiveness of the deliberations and process management;
? Board / Committee culture and dynamics; and
? Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The. Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
? Knowledge
? Professional Conduct
? Comply Secretarial Standard issued by ICSI Duties
? Role and functions
b) For Executive Directors:
? Performance as leader
? Evaluating Business Opportunity and analysis of Risk Reward Scenarios
? Key set investment goal
? Professional conduct and integrity
? Sharing of information with Board.
? Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
18. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial statement across the organization. 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.
19. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,2013:
The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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, 2024 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 - IIIof this Director's Report.
22. MANAGING THE RISKS OF, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
b) 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.
23. RESERVES & SURPLUS:
(Amount in Lakhs)
Sr. No. Particulars
1. Balance at the beginning of the year
2. Current Year's Profit / (Loss)
3. Other Comprehensive Income
4. Amount of Securities Premium and other Reserves
Total
24. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earnings and outgo
a. Foreign exchange earnings
b. CIF value of imports
c. Expenditure in foreign currency
25. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-IV to this report.
The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM.
26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.
27. DIRECTORS AND KEY MANAGERIALPERSONNEL:
i) Composition of the Board of Directors of the Company as on 31st March, 2024 are summarized below as on below:
Sr. No. Name
Designation
1. Dineshbhai Bhanushankar Pandya
Chairman and Managing Director
2. Jayshree Dineshbhai Pandya
Non- Executive Director
3. Deviben Dineshbhai Pandya 1
Executive Director
4. Devang Dineshbhai Pandya 1
Chief Financial officer & Executive Director
5. Jigar Dineshkumar Pandya 1
6. Rajeshkumar Rasiklal Parekh2
Non-Executive and Independent Director
7. Vivek Gopalbhai Dadhania5
8. Rushabh Vora 1
9. Yagnik Dilipbhai Mundadiya 1
10. Kinjal Jasmatbhai Khunt5
11. Dhrumil Rameshkumar Gokani3
12. Jaikishan Vasudev Wadhwani3
13. Maharshi Jigar Pandya3
14. Shraddha Dev Pandya3
15. Manish Shrichand Bachani4
16. Jitendra Pradipbhai Parmar4
1.
2.
3.
Directors w.e.f 6th November, 2023.
4.
5.
ii) Composition of the Board of Directors of the Company from the end of Financial Year 2023-24 and till the date of Board's Report.
6.
7.
8.
9.
10.
11.
Non-Executive and Independent
Director
1
2
3
iii) Details of Key Managerial personnel during the year under review till the date of director's report:
Sr. No. Name of KMP
1. Pradipkumar Harjibhai Lathiya2
2. Nirajkumar K. Malaviya1
3. Dhaval Sureshkumar Raychura3
4. Vinita Thadani4
5. Rajen P Vyas5
28. DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors of the Company has confirmed to the Board that they meets the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and qualifies to be an Independent Director and confirms that meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
29. CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. Jay Pandya & Associates, Practicing Company Secretaries, regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed herewith as Annexure V to this report
30. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.
31. AUDITOR:
A. Statutory Auditor:
M/s K M Chauhan & Associates, Chartered Accountants, Rajkot, bearing registration number (FRN: 125924W), were appointed Statutory Auditors of the company for the Financial Year 2023-2024 to fill the casual vacancy caused by the resignation of M/s. H T A & Associates., Chartered Accountants (FRN:120457W), Ahmedabad.
Company has received a written confirmation from M/s K M Chauhan & Associates., Chartered Accountants, Rajkot, to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of your Company and hereby recommended to the members for appointment for further period of 4 years.
The Auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.
B. Secretarial Auditor:
The Board appointed M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is annexed herewith marked as Annexure VI to this Report.
32. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated below, was held on 29th May,2023, 31st July, 2023, 8th August, 2023, 19th August, 2023, 6th November, 2023, 9th November, 2023,13th February, 2024.
Name
No. of the Committee Meetings entitled
Rajeshkumar Rasiklal Parek3
Chairman
4
Dadhania Vivek Gopalbhai5
7
Rushabh Vora1
Kinjal Jasmatbhai Khunt2
Jaikishan Vasdev Wadhwani4
Jitendra Pradipbhai Parmar
0
Dineshbhai Bhanushankar Pandya
Composition of Audit Committee as on Date of Report:
Audit Committee was reconstituted on 28th May, 2024.Hence, Committee Composition as on date of report is stated as below:
Haresh Suryakantbhai Pujara
Rajatkumar Dineshbhai Patel
Maulik M Chavda
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of the Nomination and Remuneration Committee as tabulated below, was held on 29th May,2023, 31st July, 2023, 8th August, 2023, 19th August, 2023,1st September, 2023, 6th November, 2023, 13th February, 2024, 28th February, 2024.
The attendance records of the members of the Committee are as follows:
Yagnik Dilipbhai Mundadiya
Kinjal Jasmatbhai Khunt
Member
Rajeshkumar Rasiklal Parekh
Dadhania Vivek Gopalbhai
Dhrumil Rameshkumar Gokani
Jaikishan Vasdev Wadhwani
Manish Shrichand Bachani
Composition of Nomination and Remuneration Committee as on Date of Report:
Nomination and Remuneration Committee was reconstituted on 28th May, 2024.Hence, Committee Composition as on date of report is stated as below:
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of the Stakeholders' Relationship committee as tabulated below, was held on 8th April, 2023,6th July, 2023, 31st July, 2023, 19th August, 2023,11th October,2023, 6th November, 2023,23rd February, 2024.
Rushabh Vora
Jigar Dineshkumar Pandya
Mr. Rushabh Vora resigned from the board w.e.f. 19-08-2023 and Ms. Kinjal Jasmatbhai Khunt appointed in audit commitee as member w.e.f. 19-08-2023
Composition of Stakeholders' Relationship Committee as on Date of Report:
Stakeholders' Relationship was reconstituted on 28th May, 2024.Hence, Committee Composition as on date of report is stated as below:
Composition of Corporate Social Responsibility Committee and meeting thereto are covered in Annxure ____ of this Board's Report.
33. INDEPENDENT DIRECTOR:
Separate meetings of the Independent Directors of the Company were held on 31st March, 2024 to discuss the agenda items as prescribed under applicable laws. All Independent Directors have attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the Company.
34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:
The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.
35. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, 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 and physical mode.
36. 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.
37. 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.
38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE:
During the year under review, there were no application made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
39. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.
ii. Secretarial Auditor's Report:
Secretarial Auditor's Report provide for following observations:
1. During the year under review, The Securities and Exchange Board of India (SEBI) vide its Investigation Authority, had issued various summons for Personal Appearance before the authority for investigation under section 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the SEBI Act, 1992. The Investigating authority, had summoned the Directors of the Company for co-operation to the Investigation.
Reply:
The management has provided a representation that the Director or Signatories of the Company have been fully co-operating with the Investigating Authorities. The said investigation is still undergoing till the end of the year under review.
2. The status of the company on the BSE portal states as ‘SDD Non-Compliant'.
The management has provided a representation along with relevant proofs that the company have been fully compliant with the SDD Compliances and that the company is in Correspondences with the Stock Exchange to rectify the SDD-status as shown on the portal currently.
40. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company's Policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at investor@addshop.co
41. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
42. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.
ANNEXURE-A
Relevant details as stipulated under Regulation 36(3) of SEBI (LODR), 2015 and Secretarial Standard on General Meetings ("SS-2") issued by Institute of Company Secretaries of India, in respect of directors seeking appointment / reappointment as director under Resolution Nos. 5,6 and 7 is as under:
Name of the Director
Mr. Haresh Suryakantbhai Pujara (DIN: 10643332)
Mr. Rajatkumar Dineshbhai Patel (DIN: 09124295)
Mr. Maulik M Chavda (DIN: 09271845)
Qualifications
Bachelor of Commerce (B.Com)
Bachelor of Computer Application (BCA)
Experience/Brief Resume/ Nature of expertise in specific functional areas; Terms and Conditions of Appointment along with remuneration sought to be paid
Having experience of 36 years as an officer in Nagrik Sarkari Bank and worked as purchase manager at Indo German Industries have visited as a purchase officer at JK Synthetic Kota and Birla group co. and Mangalam cement Ltd at Morak. Appointed for period of 5 years
Having Experience of more than 5 years in accounts and management. Appointed for period of 5 years
Having experience more than 10 years he possesses a strong foundation in various aspects of finance, accounting, economics, and business management Appointed for period of 5 years
Remuneration last drawn by such person, if any
0.00
No. of Shares held in the Company as on date
NIL
Relationship with other Directors,
NA
Manager and other Key Managerial Personnel of the Company/ Disclosure of relationships between directors inter-se;
Number of Meetings of the Board attended during the year
Directorship / Designated Partner in other Companies /
1. Air Voice India Electric Private Limited
LLPs
2. GSVC Private Limited
Chairman/Member of the Committees of Board of other Companies/ Names of listed entities in which the person also holds the directorship and the membership of the Committees of the board
ANNEXURE I- to Directors' Report CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company has already constituted a Corporate Social Responsibility ("CSR") Committee, and has aligned its CSR Policy in accordance with the Companies Act, 2013 (‘the Act') read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 to make it compliant with the provisions of the Act and the Rules and to undertake the admissible CSR activities noti ied by the Ministry of Corporate Affairs in Schedule VII to the Act.
1. A brief outline of the Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and reference to the web-link to the CSR policy and projects or programmes:
The CSR Policy of the Company has been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and the Rules made thereunder. The Company undertakes CSR activities speciied in Schedule VII to the Companies Act, 2013.
During the current inancial year 2023-24, the average net pro it for the last three inancial years is Positive calculated in accordance with the provisions of Section 198 of the Act. Therefore, the Company is required to spend any amount on CSR activities for inancial year 2023-24. Please refer the Corporate Social Responsibility Policy on the Company's website.
2. Composition of CSR Committee:
Sr.No. Name of Director
3. Rajeshkumar Rasiklal Parekh*
4. Mr. Dhrumil Gokani*
*Rajeshkumar Rasiklal Parekh resigned on 6th November, 2023 and Mr. Dhrumil Gokani inducted in the Committee on 6th November, 2023.
Composition of CSR Committee as on Date of Report:
CSR Committee was reconstituted on 28th May, 2024.Hence, Committee Composition as on date of report is stated as below:
No. of the Committee Meetings attended
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: www.addshop.in 4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable. : NOT APPLICABLE
5. (a) Average net proit of the company as per section 135(5): 1773.29 Lakh (b) Two percent of average net proit of the company as per section 135(5): 40.85 lakh c) Surplus arising out of the CSR projects or programmes or activities of the previous inancial years: Nil (d) Amount required to be set off for the inancial year, if an y: 21.42 lakh Total CSR obligation for the inancial year (7a+7b-7c): 23.58 lakh
6. a) Amount Spent on CSR PROJECTS (both ongoing project and other than ongoing Project) :Promotion of Education - Direct
b) Amount Spent In Administrative Overheads: 30 Lakhs c) Amount Spent on Impact Assessment If applicable. NOT APPLICABLE d) Total Amount Spent for Financial Year (a+b+d) : 40.85 lakhs (e) CSR amount spent or unspent for the inancial year: 2023-24: NIL f) Excess amount for set off, if any
7) Details of Unspent CSR amount for the preceding three inancial years: Not Applicable
8) Whether any capital assets have been created or acquired through Corporate Social Responsibility Amount spent in the Financial Year: No
9) Specify the reason(s), if the company has failed to spend two per cent of the average net pro it as per section 135(5): Not Applicable