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Add-Shop E-Retail Ltd.

BSE: 541865 Sector: Others
NSE: N.A. ISIN Code: INE01B501018
BSE 00:00 | 18 Jun 75.45 0.10
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NSE 05:30 | 01 Jan Add-Shop E-Retail Ltd
OPEN 76.45
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VOLUME 42558
52-Week high 96.90
52-Week low 19.49
P/E 11.13
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.45
CLOSE 75.35
VOLUME 42558
52-Week high 96.90
52-Week low 19.49
P/E 11.13
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 07th Annual Report togetherwith Audited accounts of the company for the year ended on 31st March 2020which they trust will meet with your approval.

Financial Result:

(Rs. In Lakhs)
PARTICULARS YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2019
Income for the year 3733.77 2274.38
Other Income 9.40 -
Total Income 3743.17 2274.38
Profit before Financial Cost Depreciation and Taxation 268.02 179.35
Less: Financial Cost 73.67 51.44
Operating profit before Depreciation & Taxation 194.35 127.90
Less: Depreciation 23.11 9.81
Profit before Taxation 171.24 118.09
Provision for Taxation:
Current Tax/Excess Short Provision 44.50 28.57
Deferred Tax 6.36 2.89
Profit After Taxation 120.38 86.63

Dividend:

Your Directors do not recommend payment of any Dividend for the Financial year ended31st March 2020 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. 3733.77 lakhs compared to Rs. 2274.38lakhs in the previous year. The Company's Profit for the year before depreciationinterest and taxation has been Rs. 194.35 lakhs (P.Y.Rs.127.90 lakhs) and the Net Profitafter interest depreciation prior period adjustments & taxes are Rs. 120.38 lakhs(P.Y. Rs. 86.63 lakhs).

Share capital:-

The paid up Equity Share Capital as at 31st March 2020 stood at Rs. 64741250/- i.e.6474125 equity shares of Rs. 10/- each. During the year under review the Company hasneither made any issue of equity shares with differential voting rights nor has grantedany stock options or sweat equity. The Company has no scheme of provision of money forpurchase of its own shares by employees 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 2019-20.

Disclosure Under Rule 8 (5) Of Companies (Accounts) Rules 2014:

Change in Nature of Company Business:

During the year under review the business of the company has not been changed but Inorder to make the main object clause of the Memorandum of Association (MOA) comprehensivethe Board of directors in its meeting held on 08th February 2020 has approved alterationof the MOA of the Company and include other activities in the main object clause of theMemorandum of Association of the Company i.e. manufacturing of all types of Ayurvedic orherbal cosmetics medicines and animal feeds fertilizers.

Change in Name of Company:

The Board of Directors of the Company in its meeting held on 8th February 2020 decidedto change the name of the Company from "Add-Shop Promotions Limited" to"Add-Shop E-Retail Limited" The Directors believe that the change in the name ofthe Company in order to incorporate additional new activity of the company and has toadopt the suitable name to reflect the main activity of the company more dominantly whichis being undertaken as part of corporate rebranding would make the name of the Companysimple sharp and focused.

As per the provisions of Sections 13 of the Companies Act approval of the shareholdersis required for changing the name of the Company and the company had obtained the approvalof members/share holders in extra ordinary general meeting held on 14th march 2020.Further the Company had also filed necessary forms with the Registrar of Companies (ROC)Gujarat for approval and got the same approved by the Registrar of Companies (ROC)Gujarat

Details of Directors/Key Managerial Personnel Appointed/Resigned:

During the year under review below mentioned directors/KMP have beenappointed/resigned:

Appointment:

• Mr. Nirajkumar Malaviya appointed as a Company Secretary and Compliance Officerof the Company w.e.f. 11th December 2019.

Resignation:

• Ms. Falguni Dhrumil Shah resigned from the post of company secretary andCompliance Officer w.e.f. 18th September 2019

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

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

Event Subsequent to the Date of Financial Statement

The World Health Organization had declared the Covid-19 Novel Corona Virus as thePandemic and due to its possible outbreak in the entire India the Government of india hadimposed a nationwide lock down to stop its outbreak in India. The lockdown was imposed infour stages from 25th of March 2020. Further as per the government's direction allbusiness/industrial activities were stopped except the essential commodities/primarynecessity like Milk food hospitals and medicals etc. In view of the same

The consequences of this pandemic affected adversely both on our lives and livelihoodsare yet to be fully ascertained. The gradual ceasing of economic activities across theworld and also in India over a prolonged period has shattered economies and led to anunprecedented rise in unemployment across the world.

Never ever has any economic devastation been so severe and wide spread. Corporationsacross the world are gradually working towards restoration of economic activities but arestill far from reaching optimum levels. At this stage there is no rule book to advice onthe future course of action and there are significant uncertainties even today about thefuture. In India also after one of the most severe and longest lockdowns we are stillnavigating the headwinds and trying to get back to "life as usual" withsignificant restrictions and constraints.

Further the Company is taking all the recommended precautions and safeguard measuresas per the directives/guidelines/circulars issued by the Central Government and therespective State Government(s) from time to time as far as prevention and spreading ofCOVID-19 pandemic is concerned.

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemicon the business turnover profitability and liquidity position particularly at subsidiarylevels and will be taking all the necessary steps in future in line with the variousdirectives issued by the Regulatory authorities from time to time.

Further the company had obtained approvals of Members of Company by way of SpecialResolution for the businesses set out hereunder through Postal Ballot through remotee-voting ("Postal Ballot/ E-Voting") and the last date for receiving postalballot forms by Scrutinizer was Monday June 29 2020.

• Increased Authorized Capital of the Company from INR 70000000/- (IndianRupees Seven Crores Only) to INR 115000000/- (Indian Rupees Eleven Crores Fifty LacsOnly) by Alteration of the Capital Clause V of the Memorandum of Association.

• Approval of the issuance of Bonus Shares.

• Migration of Listing/ Trading Of Equity Shares of the Company from BSE-SMEPlatform to Main Board of BSE Limited.

After the completion of postal ballot process your Company had filed necessary formswith the Registrar of Companies (ROC) Gujarat for approval and get the approval for thesame. Further company also submitted required details to the stock exchange for bonusissue and related matters thereof and received the final approval of Trading of bonusshares from the stock exchange (BSE Limited) on August 05 2020.

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 andoutgoings during the financial year.

Key Managerial Personnel

Name of Director Designation
Dineshbhai Bhanushankar Pandya Managing Director
Devang Dineshbhai Pandya Chief Financial Officer & Director
Falguni Dhrumil Shah (Up to September 18 2019) Company Secretary & Compliance Officer
Nirajkumar K. Malaviya (W.e.f. December 11 2019) 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 Six (6) times during the financial year 2019-20 and thedetails of the meeting are as follows:

Sr. No Date of Meeting Attendance of Members
1. 19.04.2019 Chairman & all other members were present
2. 30.05.2019 Chairman & all other members were present
3. 05.08.2019 Chairman & all other members were present
4. 13.11.2019 Chairman & all other members were present
5. 20.12.2019 Chairman & all other members were present
6. 08.02.2020 Chairman & all other members were present

The Nomination & Remuneration Committee met Four (4) times during the financialyear 2019-20 and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 19.04.2019 Chairman & all other members were present
2. 30.05.2019 Chairman & all other members were present
3. 05.08.2019 Chairman & all other members were present
4. 20.12.2019 Chairman & all other members were present

The Stakeholder grievances Committee met Four (4) times during the financial year2019-20 and the details of the meeting are as follows.

Sr. No Date of Meeting Attendance of Members
1. 11.04.2019 Chairman & all other members were present
2. 10.07.2019 Chairman & all other members were present
3. 14.10.2019 Chairman & all other members were present
4. 08.01.2020 Chairman & all other members were present

Board Meetings & Extra Ordinary General meeting

During the year 2019-20 the Board of Directors meets regularly 6 (Six) Board Meetingswere convened and held. Interval between any two meetings was well within the maximumallowed gap of 120 days.

Date Particulars
19.04.2019 All Directors were present
30.05.2019 All Directors were present
05.08.2019 All Directors were present
13.11.2019 All Directors were present
20.12.2019 All Directors were present
08.02.2020 All Directors were present

During the period under review the Company called an Extra Ordinary General meeting on14th March 2020. The Company had obtained necessary approvals through Special/OrdinaryResolution passed at the said meeting for following:-

1. Appointment of Statutory Auditor to Fill Casual Vacancy.

2. Change in Name of the company.

3. Insert Additional Business Activity in Main Object Clause of the Memorandum ofAssociation.

4. Increase Borrowing Powers of the Board and Authorization Limit to Secure theBorrowings under Section 180(1)(c) and 180(1)(a) of the Companies act 2013.

5. Approval for Related Party Transactions.

6. Making Investments/extending loans and giving guarantees or providing securities inconnection with loans to persons/Bodies corporate.

After the Extra - Ordinary General Meeting your Company had also filed necessary formswith the Registrar of Companies (ROC) Gujarat for approval and got the same approved bythe Registrar of Companies (ROC) Gujarat.

As per Schedule IV of the Companies Act 2013 a Separate meeting of IndependentDirectors without the attendance of Non-Independent Directors was held on November 132019 where 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 nonindependent directors and the Board as whole reviewed theperformance of the chairperson of the company taking into account the views of executiveand non executive 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 2018-19 was held on Thursday 05thSeptember 2019 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 2640000/- 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 March2020 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 2020on 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 year2019-20 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:-

The Board of Directors of the Company at its meeting held on 20/12/2019 that M/s.Loonia & Associates. Chartered Accountants (Membership No. 135424 FRN: 130883W)appointed as the Statutory Auditors of the Company to fill the casual vacancy caused bythe resignation of M/s. SADP & Co. Chartered Accountants and for that the company hadobtained the approval of members/share holders in Extra Ordinary General Meeting ofcompany held on 14th March 2020 at the registered office of the company.

M/s. Loonia & Associates Chartered Accountants (Membership No.135424FRN:130883W) Ahmadabad Gujarat are acting as Statutory Auditors of the Company and theyshall hold the office from the conclusion of this Annual General Meeting until theconclusion of fifth Annual General Meeting of the Company at such remuneration as may beagreed upon between the Auditor and the Board of Directors of the Company.

There are no qualifications reservations or adverse remarks made in the Audit Reportby Statutory Auditors of the Company

Secretarial Auditors and their Report:-

Pursuant to provisions of Section 204 (1) of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s K Jatin & Co. a firm of Company Secretary in Practice to undertake theSecretarial Audit of the Company for the financial year 2019-20. The Secretarial AuditReport in the form MR-3 is annexed herewith as "Annexure -II"

The Auditor's Report for the financial year ended March 31 2020 on the financialstatements of the Company is a part of this Annual Report.

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 websitewww.addshop.co.

Corporate Social Responsibility:

The Company is not covered under the criteria of the provision of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and therefore it is not mandatory to comply with the same.

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 Listing Agreement.

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 functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenonindependent directors was providing good business and people leadership.

Extract of Annual Return

The details forming part of the extract of annual return on prescribed form MGT -9 isannexed hereto as "Annexure III" and form part of this report and also uploadedon 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 Sexual arassmentat 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 2019-20.

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.

Cost Audit Report

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint a costauditor to audit the cost records of the company for cost audit report.

Fraud Reported by 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 -IV".

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. Vivek Dadhania

• Mr. Rushabh Vora

• Mr. Yagnik Mundadiya

• Ms. Kinjal Khunt

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 13 2019 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.

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: 29.08.2020 Dineshbhai Bhanushankar Pandya
Date: Rajkot Managing Director
DIN: 06647303