The Members of Add-Shop Promotions Limited
The Directors take pleasure in presenting the 06th Annual Report togetherwith Audited accounts of the company for the year ended on 31st March 2019which they trust will meet with your approval.
(Rs. In Lakhs)
|PARTICULARS ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2019 ||31.03.2018 |
|Income for the year ||2274.38 ||1254.89 |
|Other Income ||- ||0.62 |
|Total Income ||2274.38 ||1255.52 |
|Profit before Financial Cost Depreciation and Taxation ||179.35 ||40.44 |
|Less: Financial Cost ||51.44 ||3.07 |
|Operating profit before Depreciation & Taxation ||127.90 ||37.37 |
|Less: Depreciation ||9.81 ||5.26 |
|Profit before Taxation ||118.09 ||32.11 |
|Provision for Taxation : || || |
|Current Tax/Excess Short Provision ||28.57 ||8.99 |
|Deferred Tax ||2.89 ||0.17 |
|Profit After Taxation ||86.63 ||22.96 |
In order to conserve and plough back to the resources your directors have notrecommended any dividend for the year on equity shares of the Company.
The total revenue during the year have been Rs. 2274.38 lakhs compared to Rs.1255.52lakhs in the previous year. The Company's Profit for the year before depreciationinterest and taxation has been Rs. 127.90 lakhs (P.Y. Rs. 37.37 lakhs) and the Net Profitafter interest depreciation prior period adjustments & taxes are Rs.86.63 lakhs(P.Y. Rs. 22.96 lakhs).
The paid up equity share capital as on 31st March 2019 stood at Rs.64741250/- i.e.6474125equity shares of Rs. 10/- each.
Initial Public Offering:
The Company had came out with Initial Public Offering of 2396000 equity shares of Rs10/- each at a premium of Rs 16/- per equity shares aggregating to Rs. 622.96 lakhs andCompany got listed its entire equity shares on BSE SME Platform dated September 102018.
The Equity Shares of the Company are listed on SME Platform of BSE Limited. The Companyis regular in payment of all kind of fees to the exchange for the year 2018-19. TheCompany got listed on BSE SME platform on date 10/09/2018. The members are requested totake note of the same. The ISIN and Scrip Code of the Company is as under:
Scrip Code: 541865
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 2018-19.
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.
Details of Directors/Key Managerial Personnel Appointed / Resigned:
During the year under review below mentioned directors have been appointed / resigned:
Ms.Falguni Dhrumil Shah appointed as a Company Secretary and Compliance Officerof the Company on June 23 2018
Ms. Kinjal Khunt Mr.Yagnik Mundadiya Mr.Rushabh Vora and Mr.Vivek Dadhaniawere appointed as an Additional Independent Director of the Company on June 25 2018 andsubsequently were regularized as an Independent Director on June 27 2018.
Mr. Rajeshkumar Parekh was appointed as an Additional Independent Director ofthe Company on May 262018 and subsequently were regularized as Independent Director onMay 312018.
Mrs.Deviben Pandya is the Executive Director of our Company. She was appointedas an additional Director of our Company on May 10 2018 and was regularised as anExecutive Director on May 31 2018.
Mr.Jigar Pandya is the Executive Director of our Company He was appointed as anadditional Director of our Company on May 10 2018 and was regularised as an ExecutiveDirector on May 31 2018.
Mr.Devang Dineshbhai Pandya is the Executive Director of our Company. He wasappointed as an additional Director of our Company on May 10 2018 and was regularised asan Executive Director on May 31 2018. Further he was appointed as a Chief FinancialOfficer on May 26 2018
Mr. Kanubhai Kheni was resigned from the post of Director with effect from 19thApril 2018
Mr. Raj Haridutt Sharma Mr.Girish Mahalingaiah Mr.Mahendra Khengar andMr.Mangilal Panchal were resigned from the post of Director with effect from 23rdJune 2018.
Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies:
During the year under review there was no holding / Subsidary Company / Joint Ventures/ Associate Companies.
Event Subsequent to the Date of Financial Statement
There were no material changes and commitments affecting the financial position of theCompany subsequent to the end of the financial year.
The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.
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.
Key Managerial Personnel
|Name of Director ||Designation |
|Dineshbhai Bhanushankar Pandya ||Managing Director |
|Devang Dineshbhai Pandya ||Chief Financial Officer |
|Falguni Dhrumil Shah ||Company Secretary |
|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 |
The Audit Committee met Four (4) times during the financial year 2018-19 and thedetails of the meeting are as follows:
|Sr. No ||Date of Meeting ||Attendance of Members |
|1. ||06.04.2018 ||Chairman & all other members were present |
|2. ||26.05.2018 ||Chairman & all other members were present |
|3. ||05.07.2018 ||Chairman & all other members were present |
|4. ||14.11.2018 ||Chairman & all other members were present |
The Nomination & Remuneration Committee met One (1) times during the financial year2018-19 and the details of the meeting are as follows.
|Sr. No ||Date of Meeting ||Attendance of Members |
|1. ||25.06.2018 ||Chairman & all other members were present |
Board Meetings & Extra Ordinary General meeting
During the year 2018-19 the Board of Directors met regularly 12 (Twelve) BoardMeetings were convened and held. Interval between any two meetings was well within themaximum allowed gap of 120 days.
|Date ||Particulars |
|06.04.2018 ||All Directors were present |
|20.04.2018 ||All Directors were present |
|25.04.2018 ||All Directors were present |
|05.05.2018 ||All Directors were present |
|10.05.2018 ||All Directors were present |
|26.05.2018 ||All Directors were present |
|02.06.2018 ||All Directors were present |
|23.06.2018 ||All Directors were present |
|25.06.2018 ||All Directors were present |
|29.09.2018 ||All Directors were present |
|14.11.2018 ||All Directors were present |
|12.02.2019 ||All Directors were present |
During the period under report the Company had called 4 (Four) Extra Ordinary Generalmeeting as under:-
|Date ||Particulars |
|27.04.2018 ||Allotment of 800000 shares |
|31.05.2018 ||Authorised Share Capital of our Company was increased to Rs. 70000000 consisting of 7000000 Equity Shares of Rs. 10 each |
|11.06.2018 ||Conversion of Private company into Public Company vide Special Resolution |
|27.06.2018 ||Passed a resolution for appointment of Devang Dineshbhai Pandya as Chief Financial Officer and further authorize the Board of Directors to raise the funds by making Initial Public Offer Regularization of Kinjal Khunt Yagnik Mundadiya Rushabh Vora and Vivek Dadhania as an Independent Director |
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 142018 to discuss the agenda items as required under the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The independent directors reviewed the performance of non-independent directors andthe Board as whole reviewed the performance of the chairperson of the company taking intoaccount the views of executive and non executive directors and assessed the qualityquantity and timeliness flow of information between the Company Management and the Boardthat is necessary for the Board to effectively and reasonably perform their duties. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.
The Annual General Meeting of the Company was held on Wednesday 06th June2018 at the Registered Office of the Company.
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 ||1200000/- per annum |
|2. ||Jayshree Dineshbhai Pandya ||300000/-per annum |
|3. ||Deviben Dineshbhai Pandya ||300000/-per annum |
|4. ||Devang Dineshbhai Pandya ||300000/-per annum |
|5. ||Jigar Dineshkumar Pandya ||300000/-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 March2019 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 2019on 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
All related party transactions that were entered into during the financial year endedMarch 31 2019 were on arm's length basis and were in the ordinary course of business.Therefore the provision of Section 188 of the Companies Act 2013 were not attracted.Further there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large. Thusdisclosure in Form AOC-2 is given in Annexure-I.
Auditors and Auditors Report:
M/s. SADP & Co. Chartered Accountants (Firm Registration No. 112625W) have beenappointed as the Statutory Auditors of the Company to fill the casual vacancy caused bythe resignation of M/s. C. S. Gajera & Co. Chartered Accountants and that they shallhold the office from the conclusion of this Annual General Meeting until the conclusion offifth Annual General Meeting of the Company to be held after this Annual General Meetingat such remuneration as may be agreed upon between the Auditor and the Directors of theCompany.
There are no qualifications reservations or adverse remarks made in the StatutoryAuditors 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 2018-19. 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 2019 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 website.
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 for the Company to have the CorporateSocial Responsibility.
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:
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 as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors 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 having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the Listing Agreement.
(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 leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.
(b) Non-Independent Directors: The performance of the non-independent director(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent 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.
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 of Sexual Harassment At Workplace:
As per the requirement under the provisions made under section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 anappropriate Committee has been formed to attend to the complaints of the sexual harassmentat workplace if any made by female employees. The Company is having a Policy on thePrevention of Sexual Harassment. During the year under review no complaints werereceived.
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 been complied with all regulatory requirements of central governmentand state government and there were no significant and material orders passed by theRegulators or Courts or Tribunals during the year impacting the going concern status andthe 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
There were no frauds reported by the Statutory Auditors under the provisions of Section143 (12) of the Companies Act 2013 and rules made there under.
Corporate Governance And Management Discussion And Analysis Report:
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 protectionof physical and intellectual property.
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.
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 of notice /documents (including annual report) through electronic mode to its members. To supportthis green initiative of the Central Government in full measure we hereby once againappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holdings with theirconcerned depository participants and / or with the Company.
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 requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
Material Changes And Commitments:
There are no material changes and commitments if any affecting the financial positionof the Company subsequent to the date of the Balance sheet and up to the date of thereport.
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 on 12 February 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 theremuneration policy and requisite approvals mandated by section 197 read with schedule Vto the Companies act 2013.
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 Promotions Limited |
|Date: 05/08/2019 ||Dineshbhai Bhanushankar Pandya |
|Place: Rajkot ||Managing Director |