Your Directors have pleasure in presenting the 7thAnnual Report togetherwith Statement of accounts of your Company for the Year ended on March 31 2019.
The Company's financial performance for the year under review along with previous yearfigures is given hereunder:
(Amount in Lakh)
|Particulars ||2018-19 ||2017-18 |
|Revenue from Operations ||1322.12 ||1008.29 |
|Other Income ||6.14 ||16.97 |
|Total Revenue ||1328.26 ||1025.26 |
|Profit before Finance Cost Depreciation and Taxation ||27.98 ||15.05 |
|Depreciation ||12.50 ||9.43 |
|Finance Cost ||1.01 ||1.15 |
|Profit before Tax ||27.98 ||15.05 |
|Provision for Taxation : || || |
|(i) Current IncomeTax ||6.50 ||5.00 |
|(ii) DeferredTax ||0.05 ||1.85 |
|Profit after Income Tax ||21.43 ||8.20 |
Your Company's total income for the year 2018-19 is Rs.1322.12/- Lakh compared to lastyear's income of Rs. 1008.29/- Lakh. The profit before tax (after Finance cost anddepreciation) during the year under review was Rs.27.99/- Lakh as compared to previousyear's figure of Rs. 15.05/- Lakh. Your Company has earned the net profit of Rs. 21.43/-Lakh against the net profit of Rs. 8.20/- Lakh during the previous year. Your Companyexpects to achieve better performance during the current year.
3. DIVIDEND ANDRESERVES:
Your directors are pleased to recommend the payment of dividend of Re. 0.05 per equityshare of face value of Rs.10 each for the year ended 31st March 2019 subjectto approval of shareholders at the forthcoming Annual General Meeting. Further the Companyhas not transferred any amount to reserves during the year.
4. CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its business.
5. USE OF PROCEEDS:
The Proceeds from the issue of the Company vide prospectus dated 23rd June2017 have been utilized/are in process of utilization for the purpose for which they wereraised and there is no deviation in the utilization of proceeds.
Authorized Share Capital:
During the year under review the Authorised Share Capital of the Company was increasedfrom Rs.70000000 Crores (Rupees Seven Crores only) divided into 7000000 (Seventy Lakhonly) equity shares of Rs.10 each per equity shares to Rs.110000000 (Rupees ElevenCrores only) divided into 11000000 ( One Crore and Ten Lakh Only) equity shares of Rs.10/-each.
Paid-up Share Capital:
The Paid up share capital of the Company as on 31st March 2019 wasRs.104745000/- (Rupees Ten Crore Forty Seven Lakh Forty Five Thousand) Equity Shares ofRs. 10/- (Ten) each.
During the F.Y 2018-19 the Company has issued 3491500 Bonus Equity shares of Rs.10/- each to on 19th September 2018.
7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review the Company Registered office is shifted w.e.f. 2ndJuly 2019 from "B-207 Titanium City Centre Nr. Sachin Tower Anand Nagar RoadSatellite Ahmedabad-380 015 to "B-308 Titanium Heights Near Vodafone HouseCorporate Road Prahladnagar Makarba Ahmedabad -380015."
8. NUMBER OF BOARD MEETINGS:
During the year under review the Board of Directors duly met 8 (Eight) times.
Details of Board meetings for the year under review are tabulated hereunder:
|Sr. Date of Board ||Pinal Shah ||Riddhi Shah* ||Eity Pandey* ||Vinay Raval |
|No. Meetings || || || || |
|1. 26/04/2018 || || || || |
|2. 30/05/2018 || || || || |
|3. 02/07/2018 || || || ||x |
|4. 10/08/2018 || || || || |
|5. 19/09/2018 || || ||x || |
|6. 14/11/2018 || || || || |
|7. 22/01/2019 || ||x || || |
|8. 28/03/2019 || || ||x || |
|Total ||08/08 ||07/08 ||06/08 ||07/08 |
*Mrs. Riddhi Pinal Shah and Ms. Eity Pandey resigned from the Board with effect from 19thJune 2019. Mr. Sudhirbhai Baraiya and Mrs. Rachanaben Jain were appointed as Additionaldirectors on Board with effect from 19th June 2019.
Your Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The Board of Directors at its meeting held on 19thSeptember 2018 hasallotted 3491500 Equity Bonus Shares to the members of the Company thereby increasingthe Paid up Share Capital of the Company to Rs.104745000/-. Pursuant to provisions ofRegulation 277 of SEBI ICDR Regulations 2019 Company can voluntarily migrate from SMEExchange to Main Board. The Board of Directors of the Company in its meeting held on 12thApril 2019 decided to migrate from BSE SME Exchange to BSE Main Board which was approvedby the members of the Company by way of Special Resolution vide Postal Ballot concluded on17th May 2019.The Company has made an application to BSE Main Board formigration on 22nd July 2019.The said application was approved by the BSE andthe Company got listed its Equity shares on Main Board of BSE Limited w.e.f. 28thAugust 2019.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION:
CHANGES IN DIRECTORS:
Mrs. Riddhi Pinal Shah (DIN: 05197462) Executive Director of the Company has resignedfrom Directorship of the Company with effect from 19th June 2019.
Ms. Eity Suryanarayan Pandey (DIN: 07115578) Non- Executive Independent Director ofthe Company has resigned from the post of director of the Company with effect from 19thJune2019.
Mr. Sudhirbhai Baraiya (DIN: 08477351) was appointed as Additional Independent Directorof the Company with effect from 19th June 2019 subject to approval by themembers of the Company at the ensuing Annual General Meeting of the Company.
Mrs. Rachanaben Jain (DIN:08477349) was appointed as Additional Independent Director ofthe Company with effect from 19th June 2019 subject to approval by the membersof the Company at the ensuing Annual General Meeting of the Company.
CHANGES IN KEY MAANGERIAL PERSONNEL:
Ms. Shaili Samir Mehta Company Secretary and Compliance Officer of the Companyresigned from the post with effect from 5th June 2019.
Ms. Kiran Prajapati was appointed as Company Secretary and Compliance Officer of theCompany with effect from 9th July 2019.
RE-APPOINTEMNT OF DIRECTOR:
In accordance of the provision of section 152 of the Companies Act 2013 Mr. PinalShah (DIN:05197449) retires by rotation at the ensuing Annual General Meeting and beingeligible in terms of section 164 of the Act and offer himself for re-appointment.
12. REMUNERATION POLICY:
The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Employees of senior leadership Position as well as well-defined criteria forthe selection of candidates for appointment of the said positions which has been approvedby the Board follows a policy on remuneration of Directors and senior managementemployees details of the same are given in the website of the Companywww.7nrretailltd.in.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March2019.
14. PARTICULARS OF LOANS GURANTEES OR INVESTMENT BY THE COMPANY:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
15. EXTRACTS OF ANNUAL RETURN:
In accordance with section 134(3)(a) of the Companies Act 2013 an extract of AnnualReturn in the prescribed format is appended to this Report as Annexure I.
16. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:
The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.
17. CORPORATE GOVERNANCE REPORT:
The Company being an SME Company as on 31.03.2019 the provisions relating to theCorporate Governance are not applicable to the Company. Hence the report on CorporateGovernance does not form part of the Annual Report for the financial year 2018-19.
During the current Financial Year the Company migrated from BSE SME Board to BSE MainBoard on 28.08.2019 hence Corporate Governance Report will be applicable from F.Y.2019-20.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has adopted the policy on Materiality of Related Party Transaction for thepurpose of identification and monitoring Related Party transactions between the Companyand its related parties. All transactions if any with Related Parties are placed beforethe Audit Committee and Board for prior approval. The Policy on Materiality of RelatedParty Transaction has been available on the website of the Company at www.7nrretailltd.in.
During the year the Company had not entered into any transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2is not applicable.
19. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
The Company has established a Whistle Blower Policy for its Directors and Employees todeal with instances of actual or suspected fraud or violation of the Company's Code ofConduct & Ethics fraud and mismanagement if any. The Vigil Mechanism has beenavailable on the website of the Company www.7nrretailltd.in.
20. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an Internal Control System in place commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal FinancialControl function is well defined.
21. RISK MANAGEMENT:
The Management regularly reviews the risk and provides an integrated approach forindentifying assessing mitigating monitoring and reporting of all risks associated withthe business of the Company. In the opinion of the Board no risk has been identified thatmay threaten the existence of the Company.
22. AUDITORS OF THE COMPANY:
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed Ms. Pooja Gwalani Practicing Company SecretaryAhmedabad as Secretarial Auditor of the Company to undertake the Secretarial Audit for thefinancial year 2018-19. The Secretarial Audit report for the financial year 2018-2019issued by Ms. Pooja Gwalani Practicing Company Secretary has been annexed as AnnexureII to this report. There were no qualifications or adverse mark in this report.
Mr. Deepak Rawal Accountant and internal Auditor of the Company resigned from the poston 07th September 2018 and in accordance with the provisions of section 138 ofthe act and rules made thereunder. Mr. Ravi Patel is appointed as an internal auditor toconduct the internal audit of the Company for the F.Y. 2018-2019 as on 14thNovember 2018.
STATUTORY AUDITORS AND THEIR OBSERVATIONS:
Members of the Company at the Annual General Meeting (AGM') held on 12th June2017 approved the appointment of M/s. Loonia & Associates Chartered Accountants asthe statutory auditors of the Company for a period of five years commencing from theconclusion of the 5th Annual General Meeting held on 12th June 2017until the conclusion of 9th Annual General Meeting of the Company to be held inthe year 2021. M/s. Loonia & Associates Chartered Accountants has audited the book ofaccounts of the Company for the Financial Year ended 31st March 2019 and hasissued the Auditors' Report thereon.
Further M/s. Loonia & Associates Chartered Accountants has confirmed that theyare eligible to continue as Statutory Auditors of the Company to audit the books ofaccounts of the Company for the Financial Year ending March 31 2019 and accordingly M/s.Loonia & Associates Chartered Accountants will continue to be the Statutory Auditorsof the Company for Financial Year ending March 31 2019.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
23. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:
As required under Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") the
Management Discussion and Analysis of the Company for the year under review ispresented in a separate section forming the part of the Annual Report is attached herewith as Annexure III.
24. PARTICULARS REGARDING EMPLOYEES REMUNERATION:
During the year under review there are no employees drawing remuneration which is inexcess of the limit as prescribed under the Rule with rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The information asrequired under the provisions of Section 197 read with Rule 5(1)of the Companies(Appointment and Remuneration of Managerial Personnel) 2014 is annexed herewith as
25. PREVENTION OF INSIDER TRADING
Pursuant to provisions of the SEBI (Prohibition of Insider Trading) Regulations 2015as amended from time to time the Board has formulated and implemented a Code of Conductfor prevention of insider trading and code of practices and procedure for fair disclosureof unpublished price Sensitive Information. The same has been available on the website ofthe Company www.7nrretailltd.in.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
27. CORPORATE SOCIAL RESPONSIBILITY:
The provisions relating to Corporate Social Responsibility are not applicable to theCompany.
28. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of personal and professional ethicsintegrity and values having appropriate balance of skills experience and knowledge in oneor more fields of finance law management sales marketing and technical operations orany other discipline related to the Company's business. The Company did not have anypeculiar relationship or transactions with non-executive Directors during the year ended31st March 2019.
29. DECLARATION FROM INDEPENDENT DIRECTORS:
All the Independent Directors on the Board have given a declaration of theirindependence to the Company as required under section 149(6) of the Companies Act 2013.
30. MEETING OF INDEPENDENT DIRECTORS:
During the year under review the Independent Directors met on 26th March 2019 interalia to discuss:
Review of the performance of the Non- Independent Directors and the Board of Directorsas a whole. Review of the Chairman of the Company taking into the account of the views ofthe Executive and Non- Executive Directors. Assess the quality content and timeliness offlow of information between the management and the Board that is necessary for the Boardto effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
31. COMMITTEES OF THE BOARD:
During the year your Directors have constituted or reconstituted wherever requiredthe following committees of the Board is in accordance with the requirements of theCompanies Act 2013. The Composition terms of reference and other details of all Boardlevel committees have been elaborated in detail:
The Audit Committee comprises of non executive Independent Director and ManagingDirector as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2018-19 2 meeting of Audit Committee were held on 30.05.2018and 14.11.2018
The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below:
|Sr. Name of the No. Director ||Status ||Nature of Directorship ||No. of Meetings ||Meeting attended |
|1. Ms. Eity Pandey* ||Chairman ||Non-Executive & Independent Director ||2 ||2 |
|2. Mr. Vinay Raval ||Member ||Non-Executive & Independent Director ||2 ||2 |
|3. Mr. Pinal Shah ||Member ||Managing Director ||2 ||2 |
|4. Mr. Sudhirbhai Baraiya** ||Chairman ||Non-Executive & Independent Director ||N.A ||N.A |
*Ms. Eity Pandey resigned from the Board with effect from 19th June 2019.
**Mr. Sudhirbhai Baraiya was appointed as Additional Director on the Board with effectfrom 19th June 2019 subject to the approval of members at the ensuing AnnualGeneral Meeting of the Company.
NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of three non-executive Directors as its members. The Chairmanof the Committee is an Independent Director.
No meeting of Nomination and Remuneration Committee were held during the financial year2018-19
The Composition of Nomination and Remuneration Committee and the details of meetingsattended by the members during the year are given below:
|No. Name of the ||Status ||Nature of ||No. of ||Meeting |
|Director || ||Directorship ||Meetings ||attended |
|1. Mr. Vinay Raval ||Chairman ||Non-Executive ||0 ||0 |
|2. Ms. Eity Suryanarayan Pandey* ||Member ||Non-Executive ||0 ||0 |
|3. Mrs. Riddhi Pinal Shah* ||Member ||Non-Executive ||0 ||0 |
|4. Mr. Sudhirbhai Baraiya** ||Member ||Non-Executive & Non- Independent Director ||N.A ||N.A |
|5. Mrs. Rachanaben Jain** ||Member ||Non-Executive &Independent Director ||N.A ||N.A |
*Ms. Eity Pandey and Mrs. Riddhi Pinal Shah resigned from the Board with effect from 19thJune 2019.
**Mr. Sudhirbhai Baraiya and Mrs. Rachanaben Jain were appointed as AdditionalDirectors on the Board with effect from 19th June 2019 subject to the approvalof members at the ensuing Annual General Meeting of the Company.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Committee comprises of two non-executive Directors and Managing Director as itsmembers. The Chairman of the Committee is an Independent Director.
No meeting of Stakeholder Relationship Committee were held during the financial year2018-19
The Composition of Stakeholder and Relationship Committee and the details of meetingsattended by the members during the year are given below:
|Sr. Name of ||Status ||Nature of ||No. of ||Meeting |
|No. the Director || ||Directorship ||Meetings ||attended |
|1. Mr. Vinay Raval ||Chairman ||Non-Executive & Independent Director ||0 ||0 |
|2. Mr. Pinal Shah ||Member ||Managing Director ||0 ||0 |
|3. Ms. Eity Pandey* ||Member ||Non-Executive& Independent Director ||0 ||0 |
|4. Mr. Sudhirbhai Baraiya** ||Member ||Non-Executive & Independent Director ||0 ||0 |
*Ms. Eity Pandey has resigned from the board as Independent Director with effect from19thJune 2019 ** Mr. Sudhirbhai Baraiya was appointed as Additional Directoron the Board with effect from 19th June 2019.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:
Particulars relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as per provisions of Section 134(m) of the Companies Act 2013do not apply to our Company hence the same is not disclosed in the Annual report.
33. DIRECTORS' RESPONSIBILITY STATEMENT:
It is hereby stated that:
(i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for;
(iv) safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(v) the directors had prepared the annual accounts on a going concern basis;
(vi) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(vii) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
34. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
Your Company has framed a Policy of Sexual Harassment of women at workplace forprevention prohibition and redressal of Complaints relating to sexual harassment of womenat work place. All women employees of the Company are covered under this Policy. TheSexual Harassment policy has been available on the website of the Companywww.7nrretailltd.in.
35. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. The Policy on Code of Conduct forDirector and Senior Management has been available on the website of the Companywww.7nrretailltd.in.
38. DEMATERIALISATION OF SHARES:
As on 31st March 2019 a total of 10474500 equity shares aggregating to100% of the total issued subscribed and paid-up equity share capital of the Company werein dematerialized form. The Company ISIN No. is INE413X01019.
36. STATEMENT PURSUANT TO LISTING AGREEMENT:
The Company Equity Shares is listed at Bombay Stock Exchange Limited (SME segment). TheAnnual Listing fees for the year 2019-20 have been paid.
During the current financial year 2019-20 the Equity Shares of the Company got listedon Main Board of BSE Limited w.e.f. 28th August 2019.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and On Behalf of Board of Directors of |
| ||7NR RETAIL LIMITED |
|Place: Ahmedabad ||SD/- |
|Date: 03.09.2019 ||Pinal Kanchanlal Shah |
| ||Managing Director/Chairman |
| ||DIN: 05197449 |