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Praxis Home Retail Ltd.

BSE: 540901 Sector: Others
NSE: PRAXIS ISIN Code: INE546Y01022
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VOLUME 922
52-Week high 76.80
52-Week low 22.31
P/E 20.26
Mkt Cap.(Rs cr) 288
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.80
CLOSE 38.90
VOLUME 922
52-Week high 76.80
52-Week low 22.31
P/E 20.26
Mkt Cap.(Rs cr) 288
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Praxis Home Retail Ltd. (PRAXIS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Tenth Annual Report of the Company togetherwith the Audited Financial Statements for the financial year ended March 31 2021.

Financial Highlights

The financial performance of the Company is as follows:

Particulars Financial Year 2020-21 Financial Year 2019-20
Revenue from Operations 31309.58 70277.39
Other Income 6557.95 95.36
Total Income 37867.53 70372.75
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense (4644.68) (2382.46)
Less: Depreciation and Amortization expense 5678.84 5690.00
Profit / (Loss) before Tax (10322.16) (8072.46)
Less: Tax expense (1.37) 1.37
Profit / (Loss) after Tax (10322.16) (8073.83)
Other Comprehensive Income for the Year 152.57 (137.15)
Total Comprehensive Income for The Year (10169.58) (8210.98)
Earnings Per Equity Share of Face Value of ' 5/- each
- Basic (in ') (36.61) (32.24)
- Diluted (in ') (36.61) (32.24)

Review of Performance

During the financial year under review the Company had a total income of ' 37867.53Lakh. The total expenditure during the year was ' 48191.05 Lakh. The Company has incurreda loss of ' 10322.16 Lakh after tax for the year under review.

Business Outlook

Business outlook has been discussed in detail in Management Discussion and Analysis(MDA) which forms part of the Annual Report.

Information Technology

Having put together an Omni-channel data platform in the preceding financial year thefocus of all technological initiatives was on transforming the organization into a datadriven decision-making body.

This focus resulted in a slew of initiatives - Changing the operational KPIs of theorg. to ensure actions based on customer prospect data from physical and online stores;

1. Introduction of gamification/rewards to ensure adoption of CRM solution;

2. Assessment of lost sales;

Owing to the adoption thus garnered we have been able to follow the customer's journeyat the store and online channels right from purchase intent to closure of sales or that oflost sales. This has helped the organization in bringing about a very rich engagement withthe prospect wherein the scope of discussion shifts from being generic to specificproducts in which the customer has shown interest.

In addition owing to the integrated data platform there was a huge uptick in customerexperience due to multiple self-service initiatives introduced on hometown.in such asTrack Order Self-Service complaints/requests etc. The 360-degree view of the customerfurther enabled a much richer engagement between the customer service team and thecustomers. This is evident from a fair increase in Net Promoter Score of the organization.

With the motto being a data driven organization we also introduced a slew ofanalytical reports covering overall Sales Merchandise Sales at a category levelcomparative analysis of products/brands supplier analysis etc. The primary objective isto enable the Category team to make informed decisions by leveraging the concernedreports.

Human Resource

In 2020-21 Human Resource continued its role as one of the enablers to achieve resultsfor employees by implementing reforms and consolidating its impact across theorganization. The organizational culture change is supported by pursuing two priorityareas:

• Strategic and targeted acquisition of talent based on competencies with an aimto enhance the overall quality and diversity.

• Honestandresult-focusedperformancemanagement as a foundation for effectivecareer development.

The revised hiring and selection policy streamlined the evidence-based recruitmentprocess and created internal mobility framework to ensure better talent pool at storeregion and store support office. The rise in operations combined with in-demand skill gapcreated pathways for nurturing and developing 'Apprentices' through NationalApprenticeship Program to keep pace with the organization. These apprentices are trainedto be deft in skill through constant learning and training. The organization has alsoinitiated diversity and gender inclusion hiring to promote positive employee experiences.

Performance and career management played a key pillar in managing and supportingleadership talent. Crucial to the implementation was HR Connect which promoted employeeperformance and resolve or prevent conflicts. The recognition of critical roles nurturingand providing them opportunity continued to create an efficient and effective pipeline toidentify talent for senior leadership posts and enhance succession management. Also todeliver better results thoughtful androbust New-Hire Training(NHT) was launched.

Finally the outbreak of corona virus at the end of the fiscal year had everyone onedge. This paved way to new approaches and rapid responses while being committed to ouremployees' safety and well-being.

Share Capital

During the year under review equity shares aggregating to 2750000 (Twenty-Seven LakhFifty Thousand) were allotted to Future Corporate Resources Private Limited (FCRPL) onJanuary 16 2021 pursuant to exercise of conversion option of 2915 CompulsorilyConvertible Debentures (CCDs) out of 7500 CCDs originally allotted on December 12 2019.

Pursuant to the aforesaid allotment the paid-up share capital of the Company stands at' 214916040/- (Rupees Twenty-One Crore Forty-Nine Lakh Sixteen Thousand and Forty only)divided into 30383208 (Three Crore Three Lakh Eighty-Three Thousand Two Hundred andEight) equity shares of face value of ' 5/- each fully paid-up and 630000 (Six LakhThirty Thousand) preference shares of ' 100/- each fully paid-up.

Pursuant to the aforesaid allotment the shareholding of FCRPL increased from 53.13% to57.38% and the Company is a subsidiary of FCRPL.

Overview

The same is discussed in detail in Management Discussion and Analysis (MDA) which formspart of this Report.

Dividend and Reserves

The Company has not declared any dividend for the financial year March 312021 and noamount is proposed to be transferred to the reserves.

Investments and Disinvestments

During the year under review the Company has neither made any investments nor divestedany of its investments.

Public Deposits

The Company has not accepted any fixed deposits from the public and/or Members as suchno amount in the nature of principal or interest on deposits from public and/or Memberswas outstanding as at March 31 2021.

Corporate Governance

A Report on Corporate Governance along with a Certificate from Mr. Anant GudePracticing Company Secretary regarding the compliance with the conditions of CorporateGovernance as stipulated under Regulation 34 read with Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 hereinafter referred to as "Listing Regulations" forms part of this AnnualReport.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of the Listing Regulations forms part of this Report.

Auditor and Auditor's Report Statutory Auditor

Pathak H.D. & Associates LLP (Membership No. 107783W/ W100593) were appointed asthe Statutory Auditor of the Company at the Sixth Annual General Meeting held on September21 2017 for a period of five years from the conclusion of the Sixth Annual GeneralMeeting till the conclusion of the Eleventh Annual General Meeting of the Company.However pursuant to the first proviso to Section 139(1) of the Act their appointment wassubject to ratification by the Members at every Annual General Meeting during the saidterm.

Pursuant to the notification by the Ministry of Corporate Affairs effective from May 72018 the above-mentioned proviso was omitted by Companies (Amendment) Act 2017.Therefore in light of the said amendment the appointment of Pathak H.D. & AssociatesLLP as Statutory Auditor continues for the aforesaid term of five years without seekingany further ratification by the Members of the Company till the conclusion of their tenureand that the Board of Directors shall fix their remuneration for the said period inaddition to reimbursement of actual out-of-pocket expenses as may be incurred by them inthe performance of their duties. Further the continued appointment of Pathak H.D. &Associates LLP as the Statutory Auditors of the Company for their remaining tenure withoutratification was also approved by the Members of the Company at the Seventh Annual GeneralMeeting of the Company held on September 18 2018.

The Company has received a written confirmation from the Statutory Auditor that theircontinued appointment shall be in accordance with the criteria as provided under Section141 of the Act for financial year 2021-21.

Auditor's Report

The Statutory Auditor of the Company has issued the Auditor's Report on the financialstatement of the Company for the financial year ended March 31 2021 with unmodifiedopinion and does not contain any qualification reservation or adverse mark.

Secretarial Auditor

M/s. Anant Gude & Associates Practicing Company Secretary (Membership No. 7219 /COP No. 18623) was appointed as Secretarial Auditor to conduct the secretarial audit ofthe Company for the financial year 2020-21 as required under Section 204 of the Act andthe relevant Rules made thereunder.

The Secretarial Audit Report in prescribed Form MR-3 for the financial year 2020-21 isappended as Annexure-I which forms part of this Report. The said Secretarial Audit Reportcontain following qualifications reservations or adverse remarks along with managementreplies on the said qualification. Further pursuant to regulation 24A of the ListingRegulations Annual Secretarial Compliance Report for the year ended March 31 2021 is alsoappended with the said Secretarial Audit Report.

Observation

The Company had delayed the disclosure pursuant to Regulation 30 of SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 with respect to the CompanyPetition filed under Section 9 of Insolvency and Bankruptcy Code 2016 (IBC) by M/s.Profile Interiors Operational Creditor of the Company in which the Hon'ble Mumbai Benchof National Company Law Tribunal(NCLT) had passed an Order dated August 42020 admittingthe said petition

Management Reply

The Company's Promoter - Future Corporate Resources Private Limited entered into asettlement agreement on August 7 2020 making prayer for closure of the process. NCLTpassed an Order dated August 19 2020 withdrawing the petition dated August 4 2020 beforeany Corporate Insolvency Resolution Process was not initiated. Hence management wasinitially of the opinion that no disclosure was required. But on legal advice receivedlater date the Company immediately made the disclosure to the Stock Exchange (s). It maybe noted that there has been no financial impact on the Company.

Policies & Disclosure Requirements

Your Directors have formulated and approved various statutory policies as applicableunder the Act and Listing Regulations for promulgating better governance practicesdisclosure and transparency norms. These policies are available on the websiteof theCompany viz; www.praxisretail.in.

Details of programs for familiarization of Independent Directors with the Company areavailable on the website of the Company at the link http://www.praxisretail.in/assets/download/5.Independent_ Director_Familiarization_Program_Final.pdf

Policy for determining Material Subsidiaries of the Company is available on the websiteof the Company at the link http://www.praxisretail.in/assets/download/9.Policy_for_determining_Material_Subsidiary.pdf

Policy for determining Materiality of Events of the Company is available on the websiteof the Company at the link http://www.praxisretail.in/assets/download/8.Policy_for_Determining_Materiality_of_Events_ CG.pdf

Policy for archival of documents of the Company is available on the website of theCompany at the link http://www.praxisretail.in/assets/download/7 Archival_Policy_FInal.pdf

The Code of Conduct for the Board of Directors and Senior Management Personnel of theCompany is available on the website of the Company at the linkhttp://www.praxisretail.in/assets/download/fiCode- of-Conduct_for_Directors_and_Senior_Management_ Final.pdf

Policy on dealing with Related Party Transactions is available on the website of theCompany at the link:http://www.praxisretail.in/assets/download/10.Policy_for_dealing_with_RPTs_Final.pdf

The Remuneration Policy is available on website of the Company at the link:http://www.praxisretail.in/ assets/download/4.Remuneration_Policy_Final.pdf

The Company is currently not required to formulate the Dividend Distribution Policy asthe criteria prescribed by the Listing Regulations is not applicable to the Company forthe year under review.

The Company has formulated and disseminated a Vigil Mechanism and Whistle-Blower Policyto provide for employees and Directors of the Company to promote responsible and securewhistle blowing mechanism and to provide a channel to the employee(s) and Directors of theCompany to report to the Management genuine concerns about unethical behavior actual orsuspected fraud that could have serious impact on the operations and performance of thebusiness or violation of the Code of Conduct or Policy(ies) of the Company asadopted/framed from time to time. The aforesaid Policy is in compliance with theprovisions of the Act and Listing Regulations. The aforesaid policy is available on thewebsite of the Company at the link http://www.praxisretail.in/assets/download/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

Directors and Key Managerial Personnel

There were following change in the Directors / Key Managerial Personnel of the Companyduring the year under review.

Appointment:-

Mr. Vikash Kabra was appointed as Deputy Chief Financial Officer (Dy. CFO) designatedas Key Managerial Personnel of the Company w.e.f. March 11 2021.

Ms. Avni Biyani (DIN: 02177900) and Mr. Harminder Sahni (DIN: 00576755) has beenappointed as Additional Director w.e.f. March 26 2021 designated as NonExecutiveNon-Independent Director and Independent Director respectively.

Mr. Jacob Mathew (DIN: 00080144) was appointed as Additional Director of the Company onMarch 26 2021 after completion of formalities relating to registration process with theIndependent Directors Data Bank with the Indian Institute of Corporate Affairs he wasredesignated as Additional Independent Director w.e.f. April 06 2021.

Mr. Mahesh Shah (DIN: 01488017) was appointed as Additional Director designated asManaging Director w.e.f. May 05 2021. However the said appointment does not fall underreview period.

Mr. Anou Singhvi (DIN: 07572970) was appointed as Additional Director designated asIndependent Director w.e.f. June 30 2021. However the said appointment does not fallunder review period.

Mr. Sandeep Sharma was appointed as Chief Executive Officer designated as KeyManagerial Personnel of the Company w.e.f. April 06 2021. However the said appointmentdoes not fall under review period.

Resignations:-

Mr. Anil Chandak Chief Financial Officer of the Company has resigned w.e.f. October31 2020.

Mr. VirajDidwania (DIN: 02412474) Chairman & Managing Director of the Company hasresigned from the position of Managing Director w.e.f. March 18 2021. However hecontinued as Non-Executive Chairman of the Company till March 26 2021 afterwards on March26 2021 he resigned as Non-Executive Chairman of the Company.

Mr. Shantanu Shah (DIN: 07012322) Mr. S. Subramanian (DIN: 00092215) and Mr.PankajBhargava (DIN: 02685275) has resigned as Independent Directors of the Companyw.e.f. March 19 2021 March 30 2021 and March 30 2021 respectively.

Mr. Sandeep Sharma has resigned as Chief Executive Officer of the Company w.e.f. May31 2021. Ms. Sridevi Badiga has resigned as Independent Director of the Company w.e.f.June 01 2021. However the said resignation does not fall under Review Period.

Director to retire by rotation

In terms of Section 152 of the Act Mr. Shrirang Sarda (DIN: 00576667) Non-ExecutiveNon-Independent Director is liable to retire by rotation and being eligible offershimself for re-appointment.

The Company has received necessary disclosure and confirmation from concernedDirector(s) in connection with their appointment /re-appointment. Additional informationon appointment /re-appointment of Directors as required under Regulation 36 of the ListingRegulations and Secretarial Standards-2 is given in the Notice convening the Tenth AnnualGeneral Meeting of the Company.

The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Act that they meet the criteria of independence laid down inSection 149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations. TheBoard was satisfied with the integrity expertise and experience including proficiency ofthe Independent Directors of the Company.

Committees of the Board of Directors

Your Board has re-constituted various committees as required under the Act and theListing Regulations. Details of Committees of the Board of Directors along with theirterms of reference composition and meetings held during the year are provided in theCorporate Governance Report which forms part of this Annual Report.

Number of Meetings of the Board

During the year under review (8) eight meetings of the Board of Directors were helddetails of which are given in the Corporate Governance Report which forms part of thisAnnual Report.

Subsidiary Joint Venture Holding Company and Associate Companies

The Company is a subsidiary of FCRPL w.e.f. February 11 2020.

Indian Accounting Standards ("IND AS")

The Company has adopted Indian Accounting Standards ("IND AS") with effectfrom April 01 2017. Accordingly the Financial Statement for the year 2020-21 have beenprepared in accordance with IND AS prescribed under Section 133 of the Act read with therelevant rules issued thereunder and the other recognized accounting practices andpolicies to the extent applicable.

Performance Evaluation of Board

Pursuant to Section 178 of the Act and Regulation 19 of the Listing RegulationsNomination and Remuneration Committee of the Company (NRC) has formulated criteria forevaluation of performance of Independent Directors and the Board of Directors.

Accordingly the Board has carried out an annual evaluation of its own performance itsCommittees and the individual Directors. Structured evaluation templates as approved bythe NRC were used for evaluating the performance of the Board its Committees and theDirectors on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcept the Independent Director being evaluated. The performance evaluation of theChairman and Non- Independent Director(s) was carried out by the whole Board except theDirector being evaluated. At the Meeting of the Board all the relevant factors that arematerial for evaluating the performance of the Board its Committees and that of theindividual Directors were discussed in detail.

The Board of Directors expressed their satisfaction with the evaluation process and theperformance of the Board its Committees and Individual Directors.

Employee Stock Option Plan

The Members of the Company had passed Special Resolution at the Seventh Annual GeneralMeeting of the Company held on September 18 2018 and approved the Praxis Home RetailLimited Share Value Appreciation Rights Plan - 2018 - ("Praxis SVAR Plan -2018" / "Plan") as further amended by the Members of the Company at theEighth Annual General Meeting held on September 21 2019 have authorized the Board tocreate offer and grant to the Employees of the Company and its Subsidiaries (if any infuture) 975000 (Nine Lakh Seventy-Five Thousand) Employee Stock Options / StockAppreciation Rights under Praxis SVAR Plan - 2018 exercisable into not exceeding 975000(Nine Lakh Seventy-Five Thousand) fully paid-up equity shares of the Company inaggregate of face value of ' 5/- (Rupees Five) each either directly by the Company orthrough an Employee Welfare Trust to be set-up by the Company by way of primary issue orsecondary acquisition at such price or prices in one or more tranches and on such termsand conditions as may be determined by the Nomination and Remuneration Committee.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 ("SBEB Regulations")the Company had set up 'Praxis Home Retail Limited Employees' Welfare Trust'("Trust") and has appointed 'Beacon Trusteeship Limited' as a Trustee forimplementation of the said Plan. M/s. NGS & Co. LLP. Chartered Accountants (FirmRegistration No. 119850W) being Statutory Auditor of the said Trust has carried out theaudit for the Financial Year 2020-21. The applicable disclosures as stipulated under SBEBRegulations as on March 31 2021 with regard to the Praxis SVAR Plan - 2018 are providedin Annexure-II to this Report.

Policy on Directors' Appointment and Remuneration

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this Annual Report. The same is available on the website ofthe Company at the link http://www.praxisretail.in/assets/download/4.Remuneration_Policy_Final.pdf

Further pursuant to the Companies (Appointment and Qualification of Directors) fifthamendment Rules 2020 (the Rules) mandating establishment of an on-line database ofIndependent Directors by Indian Institute of Corporate Affairs every IndependentDirector shall pass an online proficiency self-assessment test

conducted by said Institute. However exemption has been granted to an individual whohas served for a period of at least 10 years as on the date of inclusion of his name inthe databank as director or key managerial personnel in a listed public company or in anunlisted public company having a paid-up share capital of ' 10 Crores or more. TheIndependent Directors of the Company who do not have this exemption shall ensureclearance of online proficiency self-assessment test within the stipulated time frame.

Further all the Independent Directors of the Company confirmed the inclusion of theirnames in the Independent Directors' data bank created and maintained by Indian Instituteof Corporate Affairs within stipulated time frame as mandated by the said rules.

Risk Management and Internal Financial Control

The Company has a robust risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting ofvarious risks associated with the business of the Company. The Audit Committee has beenentrusted by the Board with the primary responsibility to monitor and review riskmanagement assessment and minimization procedures and to develop implement and monitorthe risk management plan and identify review and mitigate all elements of risks which theCompany may be exposed to. Further the Audit Committee has delegated the InternalAuditors with the role of risk management assessment and minimization procedures and alsoperiodically reviews with them the existing procedures and measures to improvise the same.

The Company has in place adequate internal financial controls with reference tofinancial statements. Key risks and threats to the Company and internal controls and theiradequacy are analyzed in the Management Discussion and Analysis which forms part of thisReport.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has employed women workforce and strives to its best to make the mostconducive working environment for women employees in the Organization. The Companybelieves in providing a safe and harassment free workplace for every employee includingwomen working in the Company through various training awareness and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has adopted thepolicy of zero tolerance in case any sexual harassment issues are reported.

Further pursuant to Section 4 (2) of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ('POSH Act') the Company has in placethe Internal Complaints Committee for providing a mechanism to report any complaintagainst sexual harassment and redressal of the same.

During the year under review No complaints were filed pursuant to the POSH Act.

Corporate Social Responsibility Statement

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors has constituted aCorporate Social Responsibility ("CSR") Committee.

The composition and terms of reference of the CSR Committee are provided in theCorporate Governance Report which forms part of this Annual Report.

During the year under review the Company was not required to spend any amount on CSRactivities since the Company does not fall into the criteria specified in Section 135 ofthe Act. The disclosures as per Rule of Companies (Corporate Social Responsibility Policy)Rules 2014 is made in prescribed form which is annexed to this Report as Annexure-III.

Particulars of Loans Guarantees and Investments

The Company has not granted any loans provided any guarantee or made any Investmentswhich are covered under the provisions of Section 186 of the Act.

Particulars of Contracts or Arrangements with Related Parties

During the year under review all transactions entered into by the Company with RelatedParties as defined under the Act and the Listing Regulations were in the ordinary courseof business and on an arm's length basis. The disclosure of Related Party transactions asrequired under Section 134 (3) (h) of the Act in Form AOC-2 is given in Annexure-IV tothis Report.

Disclosure of transactions with related parties as required under the applicableAccounting Standards has been made in the Notes forming part of the Financial Statement.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors of theCompany hereby confirms that:

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors of theCompany hereby confirms that:

i. in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the financial year ended March 31 2021;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting record in accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts for the financial year ended March 31 2021on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Audit Committee

The Audit Committee of the Company was reconstituted on March 26 2021 afterResignation of Directors of the Company. Further Audit Committee of the Company wasre-constituted on June 30 2021. Currently the Committee comprises of Mr. Harminder SahniIndependent Director as Chairperson of the Committee Ms. Anou Singhvi IndependentDirector Mr. Jacob Mathew Independent Director and Mr. Mahesh Shah Managing Directoras Members of the Committee.

There were no instances where the Board did not accept the recommendations of the AuditCommittee. The terms of reference powers and roles of the Committee are disclosed in theCorporate Governance Report which forms part of this Annual Report.

Cost Records

Pursuant to Section 148(1) of the Act and the relevant rules made thereunder theCompany is not required to maintain cost records hence the same is not maintained by theCompany.

Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure-V which isannexed to this Report.

Despatch of AGM Notice and Annual Report 2020-21 through e-Mail

In accordance with the relaxation provided by the Ministry of Corporate Affairs videits General Circular Series Nos. 02/2021 20/2020 17/2020 and 14/2020 dated January 132021 May 5 2020 April 13 2020 and April 8 2020 respectively and by SEBI vide itsCircular Nos. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15 2021 and SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020 in view of COVID-19 Pandemic the requirement for sendingout physical copies of the Annual Report and the Notice convening the Annual GeneralMeeting has been dispensed with for this calendar year i.e till December 31 2020 hencethis Annual Report is being sent to the shareholders via electronic means including theinformation pursuant to Section 197 of the Act read with Rule 5 (2) and 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. However thesame is not included in the physical copies of the Annual Report in accordance with theprovisions of second proviso to Section 136 (1) of the Act. Annual report for thefinancial year 2019-20 including the aforesaid information is also available on thewebsite of the Company www.praxisretail.in Particulars of Energy Conservation TechnologyAbsorption and Foreign Exchange Earnings and Outgo etc.

The particulars as required under Section 134 (3) (m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo are provided in Annexure-VI which formspart of this Report.

Extract of Annual Return

In accordance with Section 92(3) of the Act and Rule 12 of the Companies (Managementand Administration) Rules 2014 the Annual Return for the financial year ended March 312021 is available on the website of the Company at https://www.praxisretail.in/annual-reports.html

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

Regulation 39(4) of the Listing Regulations - Unclaimed Suspense Account

Pursuant to Regulation 39 (4) read with Schedule

V of the Listing Regulations the details pertaining to outstanding shares lying inUnclaimed Suspense Account are given in the Corporate Governance Report which forms partof this Annual Report. All the unclaimed shares are credited to a Demat Unclaimed SuspenseAccount and all the corporate benefits in terms of securities accruing on these unclaimedshares shall be credited to such Account.

However the Voting Rights on these shares shall remain frozen till the rightful ownerof such shares claims the shares.

Secretarial Standards

During the year under review the Company has complied with Secretarial Standards onMeetings of the Board of Directors ("SS-1") and on General Meetings("SS-2") as amended and issued from time to time by the Institute of CompanySecretaries of India in terms of Section 118 (10) of the Act.

Material Changes and Commitments

There were no material changes that have taken place that could have an impact on thefinancial position of the Company from the date of closure of financial year under reviewtill the date of signing of this Report. The Company has submitted the impact of theoutbreak of COVID-19 on buisness activities of the Company along with the financialresults of the Company for the financial year ended March 31 2021.

Further pursuant to excercise of conversion option by the holder of 1405 CCD's of '100000/- each were converted into 1325471 equity shares of ' 5/- each on May 27 2021.The equity share of the Company as on the report consist of 31708679 equity shares of '5/- each and none of the CCD's are outstanding.

Acknowledgement

Your Board of Directors would like to thank and place on record their appreciation forthe continued support firm confidence professed on us and cooperation provided to theCompany by its partners viz; shareholders customers employees suppliers other businessassociates bankers regulatory authorities and all other stakeholders.

The Board also expresses sincere condolence for the loss of lives due to COVID-19pandemic and places on record the appreciation for every individual who risked their lifeand safety to fight this pandemic.

For and on behalf of the Board of Directors

Praxis Home Retail Limited

Shrirang Sarda Mahesh Shah
Non-Executive Non- Managing Director
Place: Mumbai Independent Director
Date : June 30 2021 DIN: 00576667 DIN: 01488017

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