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Add-Shop E-Retail Ltd.

BSE: 541865 Sector: Others
NSE: N.A. ISIN Code: INE01B501018
BSE 13:44 | 16 Aug 82.20 -0.15
(-0.18%)
OPEN

84.00

HIGH

86.40

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80.05

NSE 05:30 | 01 Jan Add-Shop E-Retail Ltd
OPEN 84.00
PREVIOUS CLOSE 82.35
VOLUME 128793
52-Week high 137.41
52-Week low 55.09
P/E 14.73
Mkt Cap.(Rs cr) 317
Buy Price 82.05
Buy Qty 6.00
Sell Price 82.45
Sell Qty 6.00
OPEN 84.00
CLOSE 82.35
VOLUME 128793
52-Week high 137.41
52-Week low 55.09
P/E 14.73
Mkt Cap.(Rs cr) 317
Buy Price 82.05
Buy Qty 6.00
Sell Price 82.45
Sell Qty 6.00

Add-Shop E-Retail Ltd. (ADDSHOPERETA) - Director Report

Company director report

To

The Members of Add-Shop E-Retail Limited

(Formally Known as Add-Shop Promotions Limited)

The Directors take pleasure in presenting the 08th Annual Report together with Auditedaccounts of the company for the year ended on 31st March 2021 which theytrust will meet with your approval.

Financial Result:

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

Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended31st March 2021 in order to conserve the resources of the Company The Company willretain the earning for use in the future operations & Projects and strive to increasethe net worth of stakeholders of the Company.

Operations:

The total revenue during the year have been Rs. 7857.12 lakhs compared toRs.3743.17lakhs in the previous year. The percentage of growth during the year as comparedto previous year is 109.91%. The Company's Profit for the year before depreciationinterest and taxation has been Rs. 1049.43 lakhs (P.Y. Rs. 194.35lakhs) and the Net Profitafter interest depreciation prior period adjustments & taxes are Rs.767.67 lakhs(P.Y. Rs. 120.38 lakhs) profit for the year has been jumped by 537.71% as compared to lastyear.

Transfer to Reserve:

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

Share capital:- Authorised Share Capital

The Authorised Share Capital as at 31st March 2021 stood at Rs. 115000000 i.e.11500000 equity shares of Rs. 10/- each. During the year under review the Company hasIncreased the authorized share capital from INR 70000000/- (Indian Rupees Seven CroresOnly) to INR 115000000/- (Indian Rupees Eleven Crores Fifty Lacs Only) by way ofnecessary approvals of members thought postal ballot on Monday June 29 2020.

Paid Up Share Capital

The paid up Equity Share Capital as at 31st March 2021 stood at Rs. 113297160/-i.e. 11329716 equity shares of Rs. 10/- each. During the year under review the Companyhas made allotment of bonus shares 4855591 in a ratio of 3:4 on July 24 2020 exceptbonus issue company neither made any other issue of equity shares with differential votingrights nor has granted any stock options or sweat equity.

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.

Particulars of Loans Guarantee or Investments:

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the financial year 2020-21.

Loans from director/ relative of director:

The balances of monies accepted by the Company from Directors/relatives of Directors atthe beginning of the year were NIL and at the close of year was NIL.

Change(s) in the nature of business if any:

During the year under review no any change in the nature of the business of thecompany.

Change in Name of Company:

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

Material changes and commitments if any affecting the financial position of thecompany having occurred since the end of the year and till the date of the report:

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

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

In this coming year company have planned to lauch 150 additional products which arealready in the research stage. As the Company have more than 20000 Farmers Company goingto add value additional technology food processing unit. In near time the Company willexpand its market reach by exporting the products.

Company has been continuously innovating to ensure that the traditional knowledge ofAyurveda remains in sync with the changing needs and aspirations of millennials andcentennials the Company not only increased its R&D spends but also ensured thatinnovations are targeted to meet the consumer needs and are quick to reach the marketcompany also launch a E-Application for Rapidly Expansion of Company's E-Retail business.

Listing:

The shares of the company are listed and traded on the SME platform of BSE Limited atthe beginning of the year and during the year w.e.f. Wednesday October 21 2020 Companymigrated to Mainboard of BSE Limited by filing the procedural requirements of exchange.The ISIN of the company is INE01B501018 and script code of the company is 541865.Furtherthe company had paid annual listing fees for the financial year 2021-22.

Details of Holding/Subsidiary Companies/Joint Ventures/Associate Companies:

During the year under review there was no holding/Subsidiary Company/JointVentures/Associate Companies.

Public Deposits:

In terms of Section 73 to 76 of the Companies Act 2013 and Companies (Acceptance ofDeposits) Rules 2014 your Company has not accepted any public deposits or no amount ofprincipal or interest was outstanding as on date of the Balance sheet during the yearunder review.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany's operation in future.

Conservation of Energy Technology Absorption and Foreign Exchange Earning andOutgoings:

Conservation of Energy: Energy conservation is important for the company andtherefore energy conservation measures are undertaken wherever practicable in its plantand attached facilities. The Company is making every effort to ensure the optimal use ofenergy avoid waste and conserve energy by using energy efficient equipments with latesttechnologies.

Technology absorption: The Company continuous to use the latest technologies forimproving the productivity and quality of its services and products.

Foreign exchange Earnings and Outgoings: There are no foreign exchange earnings andout-goings during the financial year.

Directors and Key Managerial Personnel:

Appointment/ Re-Appointment:

During the year under review Company has not appointed any KMP and director on itsBoard.

Cessation:

During the year under review there is no cessation of director from the Board.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act 2013 Ms. JayshreeDineshbhai Pandya (DIN: 06647308) is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. Your Directorsrecommended her re-appointment on recommendation of the Nomination and RemunerationCommittee.

Key Managerial Personnel

Name of Director Designation
Dineshbhai Bhanushankar Pandya Managing Director
Devang Dineshbhai Pandya Chief Financial Officer& Director
Nirajkumar K. Malaviya Company Secretary& Compliance Officer

Audit committee

Name of Director Position in the Committee Designation
Rajeshkumar Parekh Chairperson Non-Executive Independent Director
Vivek Dadhania Member Non-Executive Independent Director
Rushabh Vora Member Non-Executive Independent Director

Nomination and Remuneration Committee

Name of Director Position in the Committee Designation
Yagnik Mundadiya Chairperson Non-Executive Independent Director
Kinjal Khunt Member Non-Executive Independent Director
Rajeshkumar Parekh Member Non-Executive Independent Director

Stakeholders Relationship Committee

Name of Director Position in the Committee Designation
Rushabh Vora Chairperson Non-Executive Independent Director
Rajeshkumar Parekh Member Non-Executive Independent Director
Jigar Pandya Member Executive Director

Committee's Meetings:

The Audit Committee met Four (4) times during the financial year 2020-21 and thedetails of the meeting are as follows:

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

The Nomination & Remuneration Committee met Two (2) times during the financial year2020-21 and the details of the meeting are as follows.

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

The Stakeholder grievances Committee met Four (4) times during the financial year2020-21 and the details of the meeting are as follows.

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

Board Meetings & Postal Ballot

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

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

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

1. Increased Authorized Capital of the Company from INR 70000000/- (Indian RupeesSeven Crores Only) to INR 115000000/- (Indian Rupees Eleven Crores Fifty Lacs Only) byAlteration of the Capital Clause V of the Memorandum of Association.

2. Approval of the issuance of Bonus Shares

3. Migration of Listing/ Trading Of Equity Shares of the Company from BSE-SME Platformto Main Board of BSE Limited.

After the completion of postal ballot procedure your Company had also filed necessaryforms with the Registrar of Companies (ROC) and other authorities as required forapprovals and got the same approved by the Registrar of Companies (ROC) Gujarat and otherauthorities.

As per Schedule IV of the Companies Act 2013 a Separate meeting of IndependentDirectors without the attendance of NonIndependent Directors was held on November 112020where all the Independent directors present and discuss the agenda items as requiredunder the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The independent directorsreviewed the performance of non-independent directors and the Board as whole reviewed theperformance of the chairperson of the company taking into account the views of executiveand nonexecutive directors and assessed the quality quantity and timeliness flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. The Independent Directors expressedtheir satisfaction with overall functioning and implementations of their suggestions.

The Annual General Meeting for the Financial Year 2019-20was held on Tuesday 29thSeptember 2020 at the Registered Office of the Company.

Director Remuneration

During the year under review the Company has paid remuneration to director of thecompany as Follow:

Sr. NO. Name of Director Remuneration (Amount Rs.)
1. Dineshbhai Bhanushankar Pandya 2400000/- per annum
2. Jayshree Dineshbhai Pandya 600000/- per annum
3. Deviben Dineshbhai Pandya 600000/- per annum
4. Devang Dineshbhai Pandya 600000/- per annum
5. Jigar Dineshkumar Pandya 600000/- per annum

Director's Responsibility Statement:

As required under the provisions of Section 134(3) (c) of the Act your Directorsreport that:

(a) In the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed.

(b) 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 profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts for the year ended 31st March 2021on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

Related Party Transactions:

For all related party transactions prior omnibus approval of the Audit Committee isobtained on a yearly basis for the transactions which are of foreseen and repetitivenature and such approval is in interest of the Company. Transactions entered intopursuant to the omnibus approval so granted are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval.

A detailed report on material contracts and arrangements made during the financial year2020-21 being arm's length transactions have been reported and annexed hereto in formAOC-2 as Annexure - I forming part of this report.

There are no materially significant related party transactions made by the company withpromoters key managerial personnel or other designated persons which may have potentialconflict with interest of the company at large.

Auditors and Auditors Report:

Statutory Auditors:-

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

M/s. Loonia & Associates have confirmed their eligibility and qualification underSection 139 141 and other applicable provisions of the Companies Act 2013 and Rulesissued there under (including and statutory modification(s) or reenactments) thereof forthe time being in force).

The Auditors' Report for the financial year ended March 31 2021 on the financialstatements of the Company is a pa rt of this Annual Report. The Auditors' Report for thefinancial year ended March 31 2021 does not contain any qualification reservation oradverse remark.

Secretarial Auditors and their Report:-

Pursuant to provisions of Section204 (1) of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. G R Shah & Associates. a firm of Company Secretary in Practice toundertake the Secretarial Audit of the Company for the financial year 2020-21. TheSecretarial Audit Report in the form MR-3 is annexed herewith as "Annexure -II"

Internal Auditor:

The Board of Directors has appointed Mr. Rajen Vyas as an Internal Auditors of theCompany. The Internal Auditor directly report to audit committee. The Company has in placea mechanism to identify assess monitor and mitigate various risks to key businessobjectives.

Explanations or Comments by the Board on Qualifications Reservations or Adverse Remarkor Disclaimers: -

The Notes on Financial Statements referred to in the Auditor's Report areSelf-explanatory and do not call for any further comments. There is no qualificationreservation or adverse remarks made in the statutory auditor's report.

Risk Management Policy

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection. The Risk Management Policy is also available on the Company's web sitewww.addshop .co.

Corporate Social Responsibility:

During the year Company is not covered under the criteria of the provision of Section135 of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and therefore it is not mandatory to comply with the same. However asper eligibility criteria CSR will be applicable from 2021-22 onwards.

Environment Health and Safety:

The Company continued its commitment to industrial safety and environment protection.Periodical audits are done by external and internal agencies to assess the continuedlevels of EHS efficiency of plant.

Annual Performance Evaluation:

In compliance with the provisions of the Act and Regulation of SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 the performance evaluation wascarried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board andchairman of the company as a whole based on various criteria. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board of Directors havingregard to various criteria such as committee composition committee processes committeedynamics etc. The Board was of the unanimous view that all the committees were performingtheir functions satisfactorily and according to the mandate prescribed by the Board underthe regulatory requirements including the provisions of the Act the Rules framed thereunder and the ListingAgreement.

Board of Directors:

(a) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement participation in matter leadership analysisdecision making communication governance and interest of stakeholders. The Board was ofthe unanimous view that each independent director was a reputed professional and broughthis/her rich experience to the deliberations of the Board. The Board also appreciated thecontribution made by all the independent directors in guiding the management in achievinghigher growth and concluded that continuance of each independent director on the Boardwill be in the interest of the Company.

(b) Non-Independent Directors:

The performance of the non-independent director (including the chair person) wasevaluated by the Independent Directors at their separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functionalknowledge governance and interest of stakeholders. TheIndependent Directorsandthe Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.

Extract of Annual Return:

The details of the extract of annual return is uploaded on a website of the company at www.addshop.co.

Particulars of employees

Pursuant to Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company states that none of the employees of the Company whowas in receipt of remuneration in excess of Rs. 60 Lakh if employed throughout the yearor Rs. 5 Lakh per month if employed for part of the financial year or receivedremuneration in excess of that drawn by the MD/WTD/Manager & holding 2% or more ofequity share capital of the Company (himself along with spouse & dependent children).Hence the disclosures as required by above Rules are not given as none of the employeesqualify for such disclosure.

Human Resources and Policy on Prevention Prohibition and Redressal of Sexualharassment at workplace:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace andcompany constituted the Internal Compliant Committee (ICC) in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules there under. The Policy aims to provide protection to employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2020-21.

Secretarial Standards of ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

Other Regulatory Requirement:

The Company has complied with all regulatory and legal requirements of centralgovernment and state government and there were no significant and material orders passedby the Regulators or Courts or Tribunals during the year impacting the going concernstatus and the Company's operations in future.

Maintenance of Cost Records:

The provisions relating to maintenance of cost records as specified by the CentralGovernment under subsection (1) of section 148 of the Companies Act 2013 are notapplicable to the Company and accordingly such accounts and records are not required to bemaintained.

Insolvency and Bankruptcy Code:

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof is not applicable to the Company.

Fraud Reported bv Auditors:

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of fraud committed in the Company by its officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013.

Corporate Governance and Management Discussion and Analysis Report:

Corporate Governance:-

Pursuant to Regulations 15 of SEBI (LODR) Regulations 2015 Corporate Governanceprovisions as specified is not applicable to the Company since the paid up share capitalof the Company and the Net worth is below the threshold limits prescribed under SEBI(LODR).

Management Discussion and Analysis Report: -

In terms of the Regulations 34(e) of SEBI (LODR) Regulations 2015 ManagementDiscussion and Analysis is set out in the Annual Report as "Annexure —III".

Internal Financial Controls:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including the adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosure.

The Company has a well-established internal control system. The Company strives tomaintain a dynamic system of internal controls over financial reporting to ensure reliablefinancial record-keeping transparent financial reporting and disclosure and protection ofphysical and intellectual property.

Insurance

The Company has taken all the necessary steps to insure its properties and insurableinterest as deemed appropriate and as required under the various legislative enactments.There were no major incidents or accidents to warrant insurance claims during the yearunder review.

Green Initiative

Your Directors would like to draw your attention to Section 20 of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 as may beamended from time which permits paperless compliances and also service ofnotice/documents (including annual report) through electronic mode to its members. Tosupport this green initiative of the Central Government in full measure we hereby onceagain appeal to all those members who have not registered their e-mail addresses so farare requested to register their e-mail address in respect of electronic holdings withtheir concerned depository participants and/or with the Company.

Vigil Mechanism:

The Company has set up a whistleblower policy which can be viewed on the Company'swebsite www.addshop.co In terms of the said policy the Directors and employees are givendirect access to the Managing Director as well as Chairman of the Audit Committee toreport on alleged wrongdoings. The said policy has been made available at the RegisteredOffice of the Company at conspicuous places to enable the employees to report concerns ifany directly to the Managing Director as well as Chairman of the Audit Committee.Employees who join the Company newly are apprised of the availability of the said policyas a part of their induction schedule. The above is in compliance of Section 177 (9) &(10) of the Companies Act 2013 and in terms of Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Declaration by Independent Directors:

The following Directors are independent in terms of Section 149(6) of the CompaniesAct 2013 and Regulation of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015:

• Mr. Rajeshkumar Parekh

• Mr. VivekDadhania

• Mr. RushabhVora

• Mr. YagnikMundadiya

• Ms. KinjalKhunt

The Company has received required declarations/ confirmations from all the aboveDirectors confirming their independence.

Formal Annual Evaluation:

As required under Section 134 (p) of the Companies Act 2013 and Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors had already approved the evaluation criteria for evaluating the performance ofthe Board of Directors its committees and the performance of Independent Directors.

Accordingly as required under Schedule IV of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors at their separate meeting held November 11 2020 evaluated theperformance of the non-independent Directors and the Board as a whole. They also reviewedthe performance of the Managing Director of the Company and also assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard that was necessary for the Board to effectively and reasonably perform their duties.

Also as required under Regulation 17 (10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board assessed the performance of the IndependentDirectors as per the criteria laid down and has recommended their continuation on theBoard of the Company at its meeting.

The Board of Directors assessed the performance of the individual directors on theBoard based on parameters such as relevant experience and skills ability and willingnessto speak up focus on shareholder value creation high governance standards knowledge ofbusiness processes and procedures followed openness of discussion/integrityrelationship with management impact on key management decisions etc. The Members of theCommittee of audit nomination & remuneration stakeholder's relationship andcorporate social responsibility committee were also assessed on the above parameters andalso in the context of the committee's effectiveness vis-a-vis the Act and the listingregulations.

Policy on Directors Appointment and Remuneration:

The Managerial remuneration has been paid/provided in accordance with the remunerationpolicy and requisite approvals mandated by section-197 read with schedule V to theCompanies act 2013.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

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

Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.

Dematerialisation of equity shares:

As per direction of the SEBI and Bombay Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the Demat activation number allotted to the Company is ISIN:INE01B501018. Presently shares are held in electronic mode only.

Industrial Relations:

The Directors are pleased to report that the relations between the employees and themanagement continued to remain cordial during the year under review.

Business Responsibility Report:

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notificationSEBI/LAD-NRO/GN/2015-16/27 dated December 22 2015 the Business Responsibility Report isto be given only by top 500 listed companies based on market capitalization therefore thesame is not applicable to the Company as on March 31 2021

Appreciation:

Your Directors acknowledge the valuable contribution and appreciate the co-operationreceived from the bankers customers and financial institutions for their continuedassistance and support extended to the Company.

Your Directors also express their appreciation to all the employees of the Company fortheir sustained contribution throughout the period. Yours Directors wish to thank theshareholders for their continued support encouragement and the confidence reposed in theManagement.

For Add-Shop E-Retail Limited
Place: 28.08.2021 Dineshbhai Bhanushankar Pandya
Date: Rajkot Managing Director
DIN: 06647303

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