To The Members
Your Directors have pleasure in presenting the 6th Annual Report togetherwith Statement of accounts of your Company for the Year ended on March 31 2018.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous yearfigures is given hereunder: (Amount in Lakh)
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations ||1008.29 ||1134.02 |
|Other Income ||16.97 ||8.42 |
|Profit before Depreciation and Taxation ||24.48 ||44.84 |
|Depreciation ||9.43 ||4.17 |
|Provision for Taxation : ||5.00 ||2.63 |
|(i) Current Income Tax ||1.85 ||0.51 |
|(ii) Deferred Tax || || |
|Profit after Income Tax ||8.20 ||37.53 |
2. FINANCIAL REVIEW:
Your Company total income for the year 2017-2018 is Rs.1008.29/- Lakh compared to lastyear's income of Rs.1134.02/- Lakh. The profit before tax (after depreciation) during theyear under review was Rs.15.05/- Lakh as compared to previous year's figure ofRs.40.67/-Lakh. Your Company has earned the net profit of Rs.8.20/- Lakh against the netprofit of Rs.37.53/- Lakh during the previous year. Your Company expects to achieve betterperformance during the current year.
3. DIVIDEND AND RESERVES:
Your directors recommend the payment of dividend of Re. 0.05 per equity share of facevalue of Rs.10 each for the year ended 31st March 2018. Further the Companyhas not transferred any amount to reserves during the year.
4. BONUS ISSUE:
Your director s recommends the issue of Bonus Shares in the ratio of One equity sharesof Rs.10/-each for every two existing equity shares of Rs.10/- each of the Company held bythe Members on a date to be fixed by the Board by capitalising a part of Free Reservesupto Rs.35000000/- The proposed issue of bonus shares is subject to the consent ofshareholders at the forthcoming AGM. The bonus shares shall rank pari passu in allrespects with the existing fully paid up equity shares of the Company including anydividend that may be declared for the financial year in which the bonus shares areallotted. The dividend declared for the year ended 31st March 2018 shall notbe applicable on the Bonus Shares.
5. INITAIL PUBLIC OFFERING:
During the year under review your Company come up with a public issue of 1896000equity shares of Rs.10/- each at a premium of Rs.17/- per share aggregating to the totalRs.51192000/- Subsequently the shares of the Company have been listed on SME platformof BSE Limited on 18th July 2017.
6. USE OF PROCEEDS:
The Proceeds from the issue of the Company vide prospectus dated 23rd June2017 have been utilised/are in process of Utilisation for the purpose for which they wereraised and there is no deviation in the Utilisation of proceeds.
7. SHARE CAPITAL:
In order to facilitate the capitalisation of Free Reserves to the extent of issue ofbonus shares the authorised share capital of the Company is proposed to be increased fromRs.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.
The Paid up Share Capital of the Company as on 31st March 2017 was Rs.508.7/- Lakh.During the year under review Company had allotted 1896000 Fresh Equity Shares by way ofInitial Public Issue and the paid up capital the Company has increased to Rs.698.3/- Lakh.
8. NUMBER OF BOARD MEETINGS:
During the year under review the Board of Directors duly met 12 (Twelve) times.
Details of Board meetings for the year under review are tabulated hereunder:
|Sr. No ||Date of Board Meetings ||Pinal Shah ||Riddhi Shah* ||Akshay Mohnot* ||Mayank Agarwal*** ||Eity Pandey ||Vinay Raval*** |
|1. ||13/04/2017 ||? ||? ||? ||? ||? ||x |
|2. ||20/04/2017 ||? ||? ||? ||? ||? ||x |
|3. ||22/04/2017 ||? ||x ||? ||? ||? ||x |
|4. ||26/04/2017 ||? ||? ||? ||? ||? ||x |
|5. ||02/05/2017 ||? ||? ||? ||? ||? ||x |
|6. ||03/05/2017 ||? ||? ||? ||? ||? ||x |
|7. ||15/06/2017 ||? ||x ||? ||? ||? ||x |
|8. ||23/06/2017 ||? ||x ||? ||? ||? ||x |
|9. ||13/07/2017 ||? ||x ||? ||? ||? ||x |
|10. ||21/08/2017 ||? ||x ||x ||? ||? ||x |
|11. ||14/11/2017 ||? ||? ||x ||? ||? ||x |
|12. ||08/02/2018 ||? ||? ||x ||x ||? ||? |
|TOTAL || ||12/12 ||7/11 ||9/9 ||11/11 ||12/12 ||1/1 |
*Mrs. Riddhi Shah was resigned from the Board w.e.f 22nd April 2017 andthereafter was appointed on the Board w.e.f 26th April 2017.
** Mr. Akshay Mohnot was resigned from the Board w.e.f 21st August 2017.
***Mr. Mayank Agarwal was resigned from the Board as Independent Director and Mr. VinayRaval was appointed on the Board as an Additional Independent Director w.e.f 08thFebruary 2018.
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 AFFECTING THE FINANCIAL
POSITION OF THE COMPANY: Listing of Company
The Company was unlisted public company and listed during the year under review on BSESME platform on 18th July 2017.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such order have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.
12. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review the Company Registered office is shifted from "B-207Titanium City Centre Nr. Sachin Tower Anand Nagar Road Satellite Ahmedabad-380 015 to"B-308 Titanium Heights Nr. Vodafone House Corporate Road Prahladnagar AhmedabadMakarba -380015."
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31stMarch 2018.
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 II.
16. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME
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:
As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Networth not exceeding Rs. 25 crore as on the last day of the previous financial year; b.Listed entity which has listed its specified securities on the SME Exchange.
Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2017-2018.
18. 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 2017-2018. The Secretarial Audit report for the financial year 2017-2018issued by Ms. Pooja Gwalani Practicing Company Secretary has been annexed as AnnexureIII to this report. There were no qualifications or adverse mark in this report.
In accordance with the provisions of section 138 of the act and rules made thereunderthe Board of Directors of the Company have appointed Mr. Deepak Rawal Accountant of theCompany as an internal auditor to conduct the Internal audit of the Company for the F.Y.2018-2019.
STATUTORY AUDITORS AND THEIR OBSERVATIONS:
Members of the Company at the Annual General Meeting (AGM') held on 12thJune 2017 approved the appointment of 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. Loonia & Associates Chartered Accountants has audited the book ofaccounts of the
Company for the Financial Year ended March 31 2018 and have issued the Auditors'
In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the Notice conveningthe ensuing AGM does not carry any resolution on ratification of appointment of StatutoryAuditors. However 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 accordinglyLoonia & 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.
19. MANAGEMENT DISCUSSION AND ANALYSIS:
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 IV.
20. DEMATERIALISATION OF SHARES:
During the year under review the Company has entered into the Tripartite Agreementwith both the depositories National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) for providing Demat facility to shareholders.For the purpose the Company has appointed Cameo Corporate Services Limited as itsRegistrar and Share Transfer Agent. The Company ISIN No. is INE413X01019.
21. REMUNERATION POLICY:
The Company follows a policy on remuneration of Directors and senior managementemployees details of the same are given in the website of the Companywww.7nrretailltd.in.
22. MEETING OF INDEPENDENT DIRECTORS:
During the year under review the Independent Directors met on 27th March2018 inter alia to discuss:
? Review of the performance of the Non- Independent Directors and the Board ofDirectors as a whole.
? Review of the Chairman of the Company taking into the account of the views of theExecutive and Non- Executive Directors.
? Assess the quality content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present in the meeting.
1. 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.
2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to the Company'sbusiness. The Company did not have any peculiar relationship or transactions withnon-executive Directors during the year ended 31st March 2018.
3. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act 2013 the nomination and remunerationcommittee has laid down the evaluation of the performance of Individual Directors and theBoard as a whole. Based on the criteria the exercise of evaluation was carried out throughthe structured process covering various aspects of the Board functioning such ascomposition of the Board and committees experience & expertise performance ofspecific duties & obligations attendance contribution at meetings etc. Theperformance evaluation of the Chairman and the Non- Independent Directors was carried outby the Independent Director. The performance of the Independent Directors was carried outby the entire Board (excluding the Director being evaluated). The Director expressed theirsatisfaction with the evaluation process.
23. RELATED PARTY TRANSACTION:
All related party transactions that were entered into during the year under the reviewwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large Annexure V.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND
In accordance of the provision of section 152 of the Companies Act 2013 Mrs. RiddhiShah (DIN:05197462) 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.
During the year under the review Mr. Vinay Raval was appointed as AdditionalIndependent Director of the Company and Mr. Mayank Agarwal has tendered the resignationfrom the Board w.e.f 08th February 2018. Mrs. Riddhi Shah had resigned fromthe post of Director on 22nd April 2017 and was appointed as non-executive nonIndependent Director on 26th April 2017 and was regularized in AGM. FurtherMr. Akshay Mohnot has tendered the resignation from the Board dated 21stAugust 2017.
Further Mr. Kunjal Panchal has tendered the resignation from the post of ChiefFinancial Officer of the Company and Mr. Ramaniklal Bavalia was appointed on the Board asChief Financial Officer of the Company w.e.f. 21st August 2018. Mr. RamaniklalBavalia has tendered the resignation from the post of Chief Financial Officer and Mr.Mittal Shah was appointed on the Board as Chief Financial Officer of the Company w.e.f 14thNovember 2018.
25. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
Your Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The Vigil Mechanism has been available on the website of theCompany www.7nrretailltd.in.
26. POLICIES OF THE COMPANY
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 to followgender neutral approach in handling complaints of sexual harassment. The Sexual Harassmentpolicy has been available on the website of the Company www.7nrretailltd.in.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:
Your Company has adopted the policy on Materiality of Related Party Transaction to setout the dealing with the transaction between the Company and its related parties. ThePolicy on Materiality of Related Party Transaction has been available on the website ofthe Company www.7nrretailltd.in.
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.
PREVENTION OF INSIDER TRADING
Pursuant to provisions of the regulations the Board has formulated and implemented aCode of Conduct to regulate monitor and report trading by employees and other connectedpersons and code of practices and procedure for fair disclosure of unpublished priceSensitive Information. The same has been available on the website of the Companywww.7nrretailltd.in.
27. PARTICULARS REGARDING EMPLOYEES REMUNERATION:
During the year under review there are no employees drawing remuneration which is inexcess of the limit as prescribed under Section 197 of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The information pertaining to section 197 read with rules 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) 2014 is annexed herewith as Annexure-VI.
28. RISK MANAGEMENT:
The Management regularly reviews the risk and took appropriate steps to mitigate therisk. In the opinion of the Board no risk has been identified that may threaten theexistence of the Company.
29. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review.
30. 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 2017-2018 3 meeting of Audit Committee were held on13.04.2017 20.04.2017 14.11.2017.
The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below:
|Sr. ||Name of the ||Status ||Nature of ||No. of ||Meeting |
|No. ||Director || ||Directorship ||Meetings ||attended |
|1. ||Ms. Eity Pandey ||Chairman ||Non-Executive & Independent Director ||3 ||3 |
|2. ||Mr. Akshay Mohnot* ||Chairman ||Non-Executive & Independent Director ||2 ||1 |
|3. ||Mr. Vinay Raval** ||Member ||Non-Executive & Independent Director ||3 ||0 |
|4. ||Mr. Mayank Agarwal** ||Member ||Non-Executive & Independent Director ||3 ||3 |
|5. ||Mr. Pinal Shah ||Member ||Managing Director ||3 ||3 |
*Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21stAugust 2017. **Mr. Mayank Agarwal was resigned from the board as Independent Director and
Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08thFebruary 2018.
NOMINATION AND REMUNERATION COMMITTEE:
The Committee comprises of three non-executive Directors as its members. The Chairmanof the Committee is an Independent Director.
During the Financial year 2017-2018 4 meeting of Nomination and Remuneration Committeewere held on 26.04.2017 21.08.2017 14.11.2017 and 08.02.2018
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 Director ||Status ||Nature of Directorship ||No. of Meetings ||Meeting attended |
|1. ||Mr. Vinay Raval* ||Chairman ||Non-Executive & Independent Director ||0 ||0 |
|2. ||Ms. Eity Suryanarayan Pandey ||Member ||Non-Executive & Independent Director ||4 ||4 |
|3. ||Mr. Mayank Agarwal* ||Chairman ||Non-Executive & Independent Director ||3 ||3 |
|4. ||Mr. Akshay Premraj Mohnot** ||Member ||Non-Executive & Independent Director ||1 ||1 |
|5. ||Mrs. Riddhi Pinal Shah ||Member ||Non-Executive & Non- Independent Director ||2 ||2 |
*Mr. Mayank Agarwal was resigned from the board as Independent Director and Mr. VinayRaval was appointed as Additional Independent Director w.e.f 08th February2018. **Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21stAugust 2017.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Committee comprises of three non-executive Directors as its members. The Chairmanof the Committee is an Independent Director.
During the Financial year 2017-2018 NIL meeting of Stakeholder Relationship Committeewere held.
The Composition of Stakeholder and Relationship Committee and the details of meetingsattended by the members during the year are given below:
|Sr. No. ||Name of the Director ||Status ||Nature of Directorship ||No. of Meetings ||Meeting attended |
|1. ||Mr. Vinay Raval* ||Chairman ||Non-Executive & Independent Director. ||0 ||0 |
|2. ||Ms. Eity Pandey ||Member ||Non-Executive & Independent Director. ||0 ||0 |
|3. ||Mr. Mayank Agarwal* ||Member ||Non-Executive Independent Director ||0 ||0 |
|4. ||Mr. Akshay Mohnot Agarwal** ||Member ||Non-Executive Independent Director ||0 ||0 |
|5. ||Mrs. Riddhi Pinal Shah ||Member ||Non-Executive & Non-Independent Director ||0 ||0 |
*Mr. Mayank Agarwal was resigned from the board as Independent Director and Mr. VinayRaval was appointed as Additional Independent Director w.e.f 08th February2018.
**Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21stAugust 2017.
31. CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is not applicable to the Company.
32. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Financial Controlfunction is well defined.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNING AND OUTGO:
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
34. 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 safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(iv) 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 thecompany and that such internal financial controls are adequate and were operatingeffectively and
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
35. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company Equity Shares is listed at Bombay Stock Exchange Limited (SME segment). TheAnnual Listing fees for the year 2017-2018 has been paid.
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 |
| ||Sd/- ||Sd/- |
|Place: Ahmedabad ||PINAL SHAH ||RIDDHI SHAH |
|Date: 10th August 2018 ||MANAGING DIRECTOR ||DIRECTOR |
| ||DIN: 05197449 ||DIN: 05197462 |