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You can view full text of the latest Director's Report for the company.

BSE: 540615ISIN: INE413X01019INDUSTRY: Textiles - Readymade Apparels

BSE   ` 99.50   Open: 90.10   Today's Range 90.10
99.50
+4.70 (+ 4.72 %) Prev Close: 94.80 52 Week Range 10.80
94.80
Year End :2018-03 

DIRECTORS' REPORT

To,

The Members,

Your Directors have pleasure in presenting the 6th Annual Report together with Statement of accounts of your Company for the Year ended on March 31, 2018.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year figures is given hereunder:

(Amount in Lakh)

Particulars

2017-18

2016-17

Revenue from Operations

1008.29

1134.02

Other Income

16.97

8.42

Profit before Depreciation and Taxation

24.48

44.84

Depreciation

9.43

4.17

Provision for Taxation :

(i) Current Income Tax

5.00

2.63

(ii) Deferred Tax

1.85

0.51

Profit after Income Tax

8.20

37.53

2. FINANCIAL REVIEW:

Your Company total income for the year 2017-2018 is Rs. 1008.29/- Lakh compared to last year's income of Rs. 1134.02/- Lakh. The profit before tax (after depreciation) during the year under review was Rs. 15.05/- Lakh as compared to previous year's figure of Rs.40.67/-Lakh. Your Company has earned the net profit of Rs.8.20/- Lakh against the net profit of Rs.37.53/- Lakh during the previous year. Your Company expects to achieve better performance during the current year.

3. DIVIDEND AND RESERVES:

Your directors recommend the payment of dividend of Re. 0.05 per equity share of face value of Rs. 10 each for the year ended 31st March, 2018. Further the Company has not transferred any amount to reserves during the year.

4. BONUS ISSUE:

Your director's recommends the issue of Bonus Shares in the ratio of One equity shares of Rs. 10/-each for every two existing equity shares of Rs. 10/- each of the Company held by the Members on a date to be fixed by the Board, by capitalising a part of Free Reserves upto Rs.3,50,00,000/- The proposed issue of bonus shares is subject to the consent of shareholders at the forthcoming AGM. The bonus shares shall

rank pari passu in all respects with the existing fully paid up equity shares of the Company, including any dividend that may be declared for the financial year in which the bonus shares are allotted. The dividend declared for the year ended 31st March, 2018 shall not be applicable on the Bonus Shares.

5. INITAIL PUBLIC OFFERING:

During the year under review, your Company come up with a public issue of 18,96,000 equity shares of Rs. 10/- each at a premium of Rs. 17/- per share aggregating to the total Rs.5,11,92,000/- Subsequently the shares of the Company have been listed on SME platform of BSE Limited on 18th July, 2017.

6. USE OF PROCEEDS:

The Proceeds from the issue of the Company vide prospectus dated 23rd June, 2017 have been utilised/are in process of Utilisation for the purpose for which they were raised and there is no deviation in the Utilisation of proceeds.

7. SHARE CAPITAL:

In order to facilitate the capitalisation of Free Reserves to the extent of issue of bonus shares, the authorised share capital of the Company is proposed to be increased from Rs.7,00,00,000 Crores (Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakh only) equity shares of Rs. 10 each per equity shares to Rs. 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 ( One Crore and Ten Lakh Only) equity shares of Rs. 10/- each.

The Paid up Share Capital of the Company as on 31st March, 2017 was Rs.508.7/-Lakh. During the year under review Company had allotted 18,96,000 Fresh Equity Shares by way of Initial Public Issue and the paid up capital the Company has increased to Rs.698.3/- Lakh.

8. NUMBER OF BOARD MEETINGS:

During the year under review, the Board of Directors duly met 12 (Twelve) times. Details of Board meetings for the year under review are tabulated hereunder:

Sr. No

Date of Board Meetings

Final Shah

Riddhi Shah*

Akshay Mohnot*

Mayank Agarwal***

Eity Pandey

Vinay Raval***

1.

13/04/2017

Y

Y

Y

Y

Y

X

2.

20/04/2017

Y

Y

Y

Y

Y

X

3.

22/04/2017

Y

X

Y

Y

Y

X

4.

26/04/2017

Y

Y

Y

Y

Y

X

5.

02/05/2017

Y

Y

Y

Y

Y

X

6.

03/05/2017

Y

Y

Y

Y

Y

X

7.

15/06/2017

Y

X

Y

Y

Y

X

8.

23/06/2017

Y

X

Y

Y

Y

X

9.

13/07/2017

Y

X

Y

Y

Y

X

10.

21/08/2017

Y

X

X

Y

Y

X

11.

14/11/2017

Y

Y

X

Y

Y

X

12.

08/02/2018

Y

Y

X

X

Y

Y

TOTAL

12/12

7/11

9/9

11/11

12/12

1/1

*Mrs. Riddhi Shah was resigned from the Board w.e.f 22nd April, 2017 and thereafter was appointed on the Board w.e.f 26th April, 2017.

** Mr. Akshay Mohnot was resigned from the Board w.e.f 21st August, 2017. ***Mr. Mayank Agarwal was resigned from the Board as Independent Director and Mr. Vinay Raval was appointed on the Board as an Additional Independent Director w.e.f 08th February, 2018.

9. DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Listing of Company

The Company was unlisted public company and listed during the year under review on BSE SME platform on 18th July, 2017.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

12. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year under review the Company Registered office is shifted from "B-207, Titanium City Centre, Nr. Sachin Tower, Anand Nagar Road, Satellite, Ahmedabad-380 015 to "B-308 Titanium Heights, Nr. Vodafone House, Corporate Road Prahladnagar Ahmedabad, Makarba-380015."

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2018.

14. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

15. EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format is appended to this Report as Annexure II.

16. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

17. CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 crore and Net worth not exceeding Rs. 25 crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2017-2018.

18. AUDITORS OF THE COMPANY: SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Ms. Pooja Gwalani, Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial year 2017-2018. The Secretarial Audit report for the financial year 2017-2018 issued by Ms. Pooja Gwalani, Practicing Company Secretary has been annexed as Annexure III to this report. There were no qualifications or adverse mark in this report.

INTERNAL AUDITOR:

In accordance with the provisions of section 138 of the act and rules made thereunder, the Board of Directors, of the Company have appointed Mr. Deepak Rawal, Accountant of the Company as an internal auditor to conduct the Internal audit of the Company for the F.Y. 2018-2019.

STATUTORY AUDITORS AND THEIR OBSERVATIONS:

Members of the Company at the Annual General Meeting ('AGM') held on 12th June, 2017, approved the appointment of Loonia & Associates Chartered Accountants, as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 5th Annual General Meeting held on 12th June 2017 until the conclusion of 9th Annual General Meeting of the Company to be held in the year 2021. Loonia & Associates Chartered Accountants, has audited the book of accounts of the Company for the Financial Year ended March 31, 2018 and have issued the Auditors' Report thereon.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors. However, Loonia & Associates Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31, 2019 and accordingly Loonia & Associates Chartered Accountants, will continue to be the Statutory Auditors of the Company for Financial Year ending March 31, 2019.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

20. DEMATERIALISATION OF SHARES:

During the year under review, the Company has entered into the Tripartite Agreement with both the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for providing Demat facility to shareholders. For the purpose the Company has appointed Cameo Corporate Services Limited as its Registrar and Share Transfer Agent. The Company ISIN No. is INE413X01019.

21. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.7nrretailltd. in.

22. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 27th March, 2018 inter alia, to discuss:

> Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

> Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

> Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

1. DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company's business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31st March, 2018.

3. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

23. RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the year under the review were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large Annexure V.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL, APPOINTMENT AND RESIGNATION:

In accordance of the provision of section 152 of the Companies Act, 2013, Mrs. Riddhi Shah (DIN:05197462) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of section 164 of the Act and offer himself for re-appointment.

During the year under the review Mr. Vinay Raval was appointed as Additional Independent Director of the Company and Mr. Mayank Agarwal has tendered the resignation from the Board w.e.f 08th February, 2018. Mrs. Riddhi Shah had resigned from the post of Director on 22nd April, 2017 and was appointed as non-executive non Independent Director on 26th April, 2017 and was regularized in AGM. Further Mr. Akshay Mohnot has tendered the resignation from the Board dated 21st August, 2017.

Further Mr. Kunjal Panchal has tendered the resignation from the post of Chief Financial Officer of the Company and Mr. Ramaniklal Bavalia was appointed on the Board as Chief Financial Officer of the Company w.e.f. 21st August, 2018. Mr. Ramaniklal Bavalia has tendered the resignation from the post of Chief Financial Officer and Mr. Mittal Shah was appointed on the Board as Chief Financial Officer of the Company w.e.f 14th November, 2018.

25. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company www.7nrretailltd.in.

26. POLICIES OF THE COMPANY

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to follow gender neutral approach in handling complaints of sexual harassment. The Sexual Harassment policy has been available on the website of the Company www.7nrretailltd.in.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company www.7nrretailltd.in.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.7nrretailltd.in.

PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.7nrretailltd. in.

27. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-VI.

28. RISK MANAGEMENT:

The Management regularly reviews the risk and took appropriate steps to mitigate the risk. In the opinion of the Board, no risk has been identified that may threaten the existence of the Company.

29. INDUSTRIAL RELATIONS:

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

30. COMMITTEES OF THE BOARD:

During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated in detail:

AUDIT COMMITTEE;

The Audit Committee comprises of non executive Independent Director and Managing Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2017-2018, 3 meeting of Audit Committee were held on 13.04.2017, 20.04.2017, 14.11.2017.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below:

Sr. No.

Name of the Director

Status

Nature of Directorship

No. of Meetings

Meeting attended

1.

Ms. Eity Pandey

Chairman

Non- Executive & Independent Director

3

3

2.

Mr. Akshay Mohnot*

Chairman

Non-Executive & Independent Director

2

1

3.

Mr. Vinay Raval**

Member

Non- Executive & Independent Director

3

0

4.

Mr. Mayank Agarwal**

Member

Non- Executive & Independent Director

3

3

5.

Mr. Final Shah

Member

Managing Director

3

3

*Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017.

**Mr. Mayank Agarwal was resigned from the board as Independent Director and

Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.

NOMINATION AND REMUNERATION COMMITTEE;

The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2017-2018, 4 meeting of Nomination and Remuneration Committee were held on 26.04.2017, 21.08.2017, 14.11.2017 and 08.02.2018

The Composition of Nomination and Remuneration Committee and the details of meetings attended by the members during the year are given below:

No.

Name of the Director

Status

Nature of Directorship

No. of Meetings

Meeting attended

1.

Mr. Vinay Raval*

Chairman

Non- Executive & Independent Director

0

0

2.

Ms. Eity Suryanarayan Pandey

Member

Non- Executive & Independent Director

4

4

3.

Mr. Mayank Agarwal*

Chairman

Non- Executive & Independent Director

3

3

4.

Mr. Akshay Premraj Mohnot**

Member

Non- Executive & Independent Director

1

1

5.

Mrs. Riddhi Pinal Shah

Member

Non- Executive & Non-independent Director

2

2

*Mr. Mayank Agarwal was resigned from the board as Independent Director and

Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.

**Mr. Akshay Mohnot was resigned from, the Board as Independent Director w.e.f 21st August, 2017.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of three non-executive Directors as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2017-2018, NIL meeting of Stakeholder Relationship Committee were held.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr. No.

Name of the Director

Status

Nature of Directorship

No. of Meetings

Meeting attended

1.

Mr. Vinay Raval*

Chairman

Non-Executive & Independent Director.

0

0

2.

Ms. Eity Pandey

Member

Non-Executive & Independent Director.

0

0

3.

Mr. Mayank Agarwal*

Member

Non- Executive Independent Director

0

0

4. Mr. Akshay Mohnot Agarwal** Member Non- Executive Independent Director 0 0
5. Mrs. Riddhi Final Shah Member Non-Executive & Non- Independent Director 0 0

*Mr. Mayank Agarwal was resigned from the board as Independent Director and Mr. Vinay Raval was appointed as Additional Independent Director w.e.f 08th February, 2018.

**Mr. Akshay Mohnot was resigned from the Board as Independent Director w.e.f 21st August, 2017.

31. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is not applicable to the Company.

32. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Financial Control function is well defined.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

34. DIRECTORS' RESPONSIBILITY STATEMENT:

It is hereby stated that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at Bombay Stock Exchange Limited (SME segment). The Annual Listing fees for the year 2017-2018 has been paid.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and On Behalf of Board of Directors of

7NR RETAIL LIMITED

Sd/-

Sd/-

Place: Ahmedabad

PINAL SHAH

RIDDHI SHAH

Date: 10th August, 2018

MANAGING DIRECTOR

DIRECTOR

DIN: 05197449

DIN: 05197462

ANNEXURE-II

MGT-9

Extract of Annual Return as on the Financial Year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS:

i.

CIN

L52320GJ2012PLC073076

ii.

Registration Date

21st December, 2012

iii.

Name of the Company

7NR RETAIL LIMITED (Formerly known as 7NR Retail Private Limited).

iv.

Category/ Sub-Category of the Company

Company Limited by Shares/ Indian Non- Govt. Company.

V.

Address of the Registered Office and Contact Details

B-308 Titanium Heights, Nr. Vodafone House Corporate Road, Prahaladnagar, Makarba, Ahmedabad- 380015. Email: info@7nrretailltd.in Telephone: 079-29708299.

vi.

Whether listed company

Yes

vii.

Name, Address and Contact Details of Registrar and Transfer Agent, if any

Cameo Corporate Services Limited "Subramanian Building, No. 1, Club House Road, Chennai 600 002. Phone No: 044-28460390. Email: cameo@cameoindia.com.

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY;

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -

No.

Name and Description of main Products/ Services

NIC Code of the Product/ Service

% to total turnover of the Company turnover of the Company

1.

Retailing and wholeselling of ready made garments

47711

100%

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES;

Sr. No.

Name And Address of the Company

CIN / GLN

Holding/ Subsidiary / Associate

% of Shares Held

Applicable Section

NIL

4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage Of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoter

(1) Indian

a) Individual/ HUF

0

4042700

4042700

79.47

4042700

0

4042700

57.89

-21.58

b) Central Govt

-

-

-

-

-

-

-

-

-

c) State Govt(s)

-

-

-

-

-

-

-

-

-

d) Bodies Corp

-

-

-

-

-

-

-

-

-

e) Banks / FI

-

-

-

-

-

-

-

-

-

f) Any Other

-

-

-

-

-

-

-

-

-

Sub-total(A)(l):-

0

4042700

4042700

79.47

4042700

0

4042700

57.89

-21.58

(2) Foreign

(a) Individuals (Non- Resident Individuals/ Foreign Individuals)

(b) Bodies Corporate

-

-

-

-

-

-

-

-

-

(c) Institutions

-

-

-

-

-

-

-

-

-

(d) Qualified Foreign Investor

-

-

-

-

-

-

-

-

-

(e) Any Other (specify)

-

-

-

-

-

-

-

-

-

Sub-Total (A) (2)

-

-

-

-

-

-

-

-

-

Total Shareholding of Promoter and Promoter Group (A)

0

4042700

4042700

79.47

4042700

0

4042700

57.89

-21.58

(B) Public Shareholding

(1) Institutions

(a) Mutual Funds/ UTI

-

-

-

-

-

-

-

-

-

(b) Financial Institutions/ Banks

(c) Central Government/ State Government(s)

(d) Venture Capital Funds

-

-

-

-

-

-

-

-

-

(e) Insurance Companies

-

-

-

-

-

-

-

-

-

(f) Foreign Institutional Investors

(g) Foreign Venture Capital Investors

(h) Qualified Foreign Investors

-

-

-

-

-

-

-

-

-

(i) Foreign Portfolio Investors (Corporate)

(j) Any Other (specify)

-

-

-

-

-

-

-

-

-

Sub-Total (B) (1)

-

-

-

-

-

-

-

-

-

(2) Non-Institutions

(a) Bodies Corporate

0

0

0

0

212000

0

212000

3.04

3.04

(b) Individuals

i. Individual shareholders holding nominal share capital upto Rs. 1 lakh

0

0

0

0

116000

0

116000

1.66

1.66

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

0

1044300

1044300

20.53

2340300

0

2340300

33.15

-12.62

(c) Qualified Foreign Investors

-

-

-

-

-

-

-

-

-

(d) Any Other

i. Hindu Undivided Family

0

0

0

0

272000

0

272000

3.90

3.90

ii. Non Resident Indians (Non Repat)

iii. Non Resident Indians (Repat)

-

-

-

-

-

-

-

-

-

iv. Clearing Members/ Clearing House

Sub-total (B) (2)

0

1044,300

1044300

20.53

2940300

0

2940300

42.11

-21.58

Total Public Shareholding (B) = (B)(1) (B)(2)

0

1044300

1044300

20.53

2940300

0

2940300

42.11

-21.58

(C) Shares held by Custodians and against which Depository Receipts have been issued

GRAND TOTAL (A) (B) (C)

0

50,87,000

50,87,000

100

69,83,000

0

69,83,000

100

-25.6

#Note: The change in % of total shares of the Company between 01-04-2017 to 31.03.2018 is on account of issue of Equity Shares through an Initial Public Offer.

ii) Shareholding of Promoters (including Promoter Group)

Sr. No

Shareholder's Name

Shareholding at the beginning of the year 01.04.2017

Shareholding at the end of the year 31.03.2018

% change in shareholding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1

Final Kanchanlal Shah

10,84,860

21.33

0.00

10,84,860

15.54

0.00

-5.79

2.

Riddhi Final Shah

3,91,100

7.69

0.00

3,91,100

5.60

0.00

-2.09

3.

Nutanben Jaykishan Patel

9,13,140

17.95

0.00

9,13,140

13.07

0.00

-4.88

4.

Chandrikaben Kanchanlal Shah

3,36,300

6.61

0.00

3,36,300

4.82

0.00

-1.79

5.

Jaykishan Shantilal Patel

3,21,500

6.32

0.00

3,21,500

4.60

0.00

-1.72

6.

Final Kanchanlal Shah HUF

3,21,500

6.32

0.00

3,21,500

4.60

0.00

-1.72

7.

Jaykishan Shantilal Patel HUF

3,21,500

6.32

0.00

3,21,500

4.60

0.00

-1.72

8.

Snehalben Kaushalbhai Shah

3,52,800

6.94

0.00

3,52,800

5.05

0.00

-1.89

Total

40,42,700

79.47

0.00

40,42,700

57.89

0.00

-21.6

iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sr. No

Name of the Shareholder

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of Shares

% of Total Shares of the Company

No. of Shares

% of Total Shares of the Company

1.

At the Beginning of the year

4042700

79.47%

4042700

79.47%

Date wise Increase/ Decrease in Promoter Shareholding

#Note

At the End of the Year

4042700

57.89%

4042700

57.89%

#Note: The change in % of total shares of the Company between 01-04-2017 to 31.03.2018 is on account of issue of Equity Shares through an Initial Public Offer.

iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holder of GDRs and ADRs):

Sr. No

Top Ten Shareholders*

Shareholding at the beginning of the year

Transactions during the year

Cumulative Shareholding during the Year

No. of Shares

% of Total Shares of the Company

Date of Transaction

No. of Shares

Reason

No. of Shares

% of Total Shares of the Company

1.

Dhwani Mittal Shah

34300

0.67

--

--

34300

0.49

2.

Devangi Sunilkumar Shah

40000

0.79

--

--

--

40000

0.57

3.

Jitendra Harjivandas Gohel

100000

1.97

100000

1.43

4.

Neeta G Dabhi

100000

1.97

--

--

--

100000

1.43

5.

Naginbhai Maheriya

110000

2.16

110000

1.58

6.

Maheshbhai N. Purabia

120000

2.36

120000

2.36

7.

Prabhavatiben Patliya

50000

0.98

50000

0.72

8.

Kamlesh Solanki

100000

1.97

100000

1.43

9.

Akshay Jitendrakumar Brahambhatt

100000

1.97

21.07.2017

16000

Purchase

116000

0.23

04.08.2017

48000

Purchase

164000

0.91

18.08.2017

12000

Purchase

176000

1.09

25.08.2017

8000

Purchase

184000

1.20

15.09.2017

8000

Purchase

192000

1.32

06.10.2017

4000

Purchase

196000

1.37

13.10.2017

4000

Purchase

200000

1.43

03.11.2017

4000

Purchase

204000

1.49

05.01.2018

(4000)

Sale

200000

1.43

12.01.2018

(24000)

Sale

176000

1.09

19.01.2018

12000

Purchase

188000

1.26

25.01.2018

4000

Purchase

192000

1.32

23.03.2018

(92000)

Sale

100000

0

10

Vimla Ostwal

-

-

-

-

-

-

-

02.02.2018

280000

Purchase

280000

4.01

11

Sayar Bhandari

-

-

-

-

-

-

-

08.09.2017

256000

Purchase

256000

3.66

12

Nitesh Pavskar

160000

3.15

160000

22.12.2017

8000

168000

0.14

13

Manoj Chhaganlal Rathod HUF

-

-

-

-

-

-

-

13.07.2017

40000

Purchase

40000

0.57

01.09.2017

104000

Purchase

144000

2.06

29.09.2017

(144000)

Sale

0

-

06.10.2017

144000

Purchase

144000

2.06

12.01.2018

(144000)

Sale

0

-

09.02.2018

4000

Purchase

4000

0.06

16.02.2018

(4000)

Sale

0

-

23.02.2018

4000

Purchase

4000

0.06

23.03.2018

160000

Purchase

164000

2.35

14

Vijay Vasita

130000

2.55

0

0

0

130000

1.86

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Name of the Shareholder

Shareholding at the beginning of the year

Shareholding at the end of the Year

No. of Shares

% of Total Shares of the Company

No. of Shares

% of Total Shares of the Company

1.

Final Shah

10,84,860

21.33

10,84,860

15.54

2.

Riddhi Shah

3,91,100

7.69

3,91,100

5.60

5. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

(Rs. In Lakh)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

-

-

-

-

i) Principal Amount

-

-

-

-

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

-

-

-

-

Total (i ii iii)

Change in Indebtedness during the financial year

Addition

-

-

-

-

Reduction

-

-

-

-

Net Change

-

-

-

-

Indebtedness at the end of the financial year

i) Principal Amount

-

-

-

-

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

-

-

-

-

Total (i ii iii)

-

-

-

-

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and / or Manager:

(Rs.In Lakh)

Sr. No

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Final Shah

Managing Director

1.

Gross salary

6.00

6.00

(a)

Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

(b)

Value of perquisites u/s 17(2) Income-tax Act, 1961

(i) Perquisites w.r.t to exercise of Stock Options

(ii) Other Perquisites

(c)

Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

2.

Stock Option

3.

Sweat Equity

4.

Commission

as % of profit

5.

Others, Allowances

Total (A)

6.00

6.00

Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

-

-

-

-

B. Remuneration to other directors:

(Rs.in Lakh)

Sr. No.

Particulars of Remuneration

Name of Directors

1.

Independent Directors

Total Amount

(a) Fee for attending board committee meetings (b) Commission (c ) Others, please specify

Total (1)

-

-

-

-

2.

Other Non- Executive Directors

Riddhi Shah Director

(a) Fee for attending board committee meetings

-

-

-

-

(b) Commission

-

-

-

-

(c ) Others, please specify

5.66

Total (2)

5.66

5.66

Total (B) = (1 2)

5.66

5.66

Total Managerial Remuneration

5.66

5.66

Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

(Rs. In Lakh)

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

Shaili Mehta

Mittal Shah*

Kunjal Panchal**

Total

Company Secretary

Chief Financial Officer

Chief Financial Officer

1.

Gross salary

2.15

0.79

0.80

3.74

(a)

Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

(b)

Value of perquisites u/s 17(2) Income-tax Act, 1961

(i) Perquisites w.r.t to exercise of Stock Options

(ii) Other Perquisites

(c)

Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

2.

Stock Option

3.

Sweat Equity

4.

Commission

as % of profit

5.

Others, Allowances

Total (A)

2.15

0.79

0.80

3.74

Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

*Mr. Mittal Shah has been appointed on the Board as Chief Financial Officer w.e.f 14th November, 2017. **Mr. Kunjal Panchal has been resigned from the Board as Chief Financial Officer w.e.f.21st August, 2017.

VII. Penalties/Punishment/Compounding of offences; NIL

There were no penalties, punishment or compounding of offences during the year ended March 31, 2O18.

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding Fees Imposed

Authority [RD/NCLT/ Court]

Appeal made, if any (Give Details)

A. Company

NIL

Penalty

Punishment

Compounding

B. Directors

Penalty

Punishment

Compounding

C. Other Officers in Default

Penalty

Punishment

Compounding

For and On Behalf of Board of Directors of

7NR RETAIL LIMITED

Sd/-

Sd/-

Place: Ahmedabad

PINAL SHAH

RIDDHI SHAH

Date: 10th August, 2018

MANAGING DIRECTOR

DIRECTOR

DIN: 05197449

DIN: 05197462

ANNEXURE 'III'

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members,

7NR RETAIL LIMITED

(CIN: L52320GJ2012PLC073076)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by 7NR RETAIL LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the 7NR RETAIL LIMITED's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by 7NR RETAIL LIMITED for the financial year ended on 31st March 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Acf):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during Audit Period); and

(vi) Other laws as applicable to the company as per the representations made by the management.

2. I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India and

ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

3. During the period under review and as per the explanations and clarifications given to us and the representations made by the management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

4. I have relied on the information & representations made by the company & its officers for systems and mechanisms formed by the company for compliances under other applicable acts, laws and regulations to the company.

5. I further report on the basis of information received and records maintained by the company that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(b) Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except in cases where meetings convened at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(c) Majority decision is carried through and there were no dissenting views on any matter.

6. I further report that as per the explanations and clarifications given to us and the representations made by the management, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

7. I further report that during the Audit Period under review:-

The equity shares of the Company were listed on SME platform of BSE Limited by initial public offer of 18,96,000 equity shares of face value of Rs. 10.00 each at a price of Rs. 27 per equity share (including a share premium of Rs 17.00 per equity share).

There were no other specific events / actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Place: Ahmedabad

Signature: Sd/- (Pooja Gwalani)

Date: 10.08.2018

Name of Company Secretary in practice / Firm: Pooja Gwalani ACS No. 29004 & C P No.: 13864

Note:-This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure 'A'

To,

The Members

7NR RETAIL LIMITED

The Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Ahmedabad
Date: 10.08.2018

Signature: Sd/-
(Pooja Gwalani)

Name of Company Secretary in practice:
Pooja Gwalani ACS No. 29004 C P No.: 13846