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Directors Reports

The Board of Directors hereby submits the reports of the business and operations of your Company ("the Company" or "RETAIL"), along with the Audited Financial Statements, for the year ended March 31st, 2024.

Financial Highlights

(Figures in Lacs)

Particulars 2024 2023
Revenue from operations 1304.81 1139.22
Other income 355.3 328.98
Total income 1660.1 1468.21
Profit before exceptional items and tax 29.08 111.06
Profit before tax 29.08 111.06
Tax expense 3.59 36.1
Profit for the year 25.48 74.96

Notes: The above figures are extracted from the auditedfinancial statements of the Company as per the Indian Accounting Standards (Ind AS). Equity shares are at par value of 10 per share.

Cash Flow Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is the part of the Annual Report.

Scheme of Amalgamation and Arrangement of JHS Svendgaard Retail Ventures Private Limited and JHS Svendgaard Brands Limited and JHS Svendgaard Laboratories Limited

The Board of Directors ("Board") of JHS Svendgaard Laboratories Limited at its meeting held on 09th October 2020, approved the composite Scheme of Arrangement Subject to sanctioning of same by Tribunal.

The rationale for the Scheme and Demerger, which would result in increased business synergies and unlocking of shareholder value, is set out below:

• Creation of a separate, distinct and focused entity housing the Retail Business leading to greater operational efficiencies for the Retail Business;

• Independent setup of each of the undertaking of the Demerged Company and the Resulting Company will ensure required depth and focus on each of the companies and adoption of strategies necessary for the growth of the respective companies. The structure shall provide Independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their respective business;

• Unlocking of value for shareholders of the Demerged Company by transfer of the Retail Business, which would enable optimal exploitation, monetization and development of joint venture partners and strategic partners having the necessary ability, experience and interests in this sector and by allowing pursuit of inorganic and organic growth opportunities in such businesses and;

• Enabling the business and activities to be pursued and carried on with greater focus and attention through two separate companies each having its own separate administrative set-up and dedicated management.

• The Scheme was approved by the shareholders and creditors of the Company at the Court Convened meeting(s) held on November 12, 2022 and November 13, 2022. The Tribunal reserved the order dated 10th August 2023 and issued Certified copy of the order dated 25th August, 2023.

Following are the key aspects of the Scheme as approved by the shareholders & Tribunal

With respect to Demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company

• That all the property, rights, and powers of the Demerged Undertaking of the Demerged Company be transferred, without further act or deed, to the Resulting Company and accordingly, the same shall pursuant to Sections 230 & 232 of the Companies Act, 2013, be transferred to and vested in the Resulting Company but subject nevertheless to all charges now affecting the same;

• That all the liabilities and duties relating to the Demerged Undertaking of the Demerged Company be transferred, without further act or deed, to the Resulting Company and accordingly the same shall pursuant to Sections 230 to 232 of the Companies Act, 2013, be transferred to and become the liabilities and duties of the Resulting Company;

• All benefits, entitlements, incentives and concessions under incentive schemes and policies that the Demerged Undertaking of the Demerged Company are entitled to include under Customs, Excise, Service Tax, VAT, Sales Tax, GST and Entry Tax and Income Tax laws, subsidy receivables from Government, a grant from any governmental authorities, direct tax benefit/exemptions/deductions, shall, to the extent statutorily available and along with associated obligations, stand transferred to and be available to the Resulting Company as if the Resulting Company was originally entitled to all such benefits, entitlements, incentives and concessions;

I. All contracts of the Demerged Undertaking of the Demerged Company which are subsisting or having effect immediately before the Effective Date, shall stand transferred to and vested in the Resulting Company and be in full force and effect in favour of the Resulting Company and may be enforced by or against it as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obliged thereto;

II. Upon the Scheme becoming effective, all the employees of the Demerged Undertaking of the Demerged Company, in service on the Effective Date, shall be transferred to and shall become the employees of the Resulting Company as provided in the Scheme of Arrangement;

III. That the proceedings, if any, pending by or against the Demerged Undertaking of the Demerged Company be continued by or against the Resulting Company;

IV. That the Resulting Company shall, without further application, allot to the existing members of the Demerged Company shares of Resulting Company to which they are entitled under the said Scheme;

Upon the Scheme becoming effective, all the assets and liabilities and the business pertaining to the retail business of the Company shall stand transferred to and vest in Resulting Company, as a going concern.

The Appointed Date for the Scheme was April 01, 2021;

Details of the assets and liabilities of company and the Company, pre and post the Scheme are available on the website of the Company.

Summary of Share Entitlement Ratio

Share Entitlement Ratio is as under -

Demerger of Demerged Undertaking of Demerged Company into Resulting Company:

The Company has allotted to each of the shareholders of the Demerged Company shares in proportion of 1 (one) equity share of the face value of Rs. 10/- (Rupees ten) each at par in the Resulting Company for every 10 (Ten) equity shares of face value of Rs. 10/- (Rupees Ten) each held in the Demerged Company.

The equity shares of the Company got listed on the BSE Limited (Scrip code: 544197) and the National Stock Exchange of India Limited (Scrip: RETAIL) on 26th June 2024, in accordance with the SEBI Regulations and circulars issued thereunder.

Annual Return

In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the annual return is uploaded on the Company's website and can be accessed at www.ihsretail.com

Internal Financial Control and Its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the 'Internal control systems and their adequacy' section in the Management's discussion and analysis, which forms part of this Integrated Annual Report.

Directors Responsibility Statement

Pursuant to the provision under Section 134(3)(C) of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm that:

• In the preparation of the annual accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures;

• The Directors had 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;

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors had prepared the annual accounts on a going concern basis; and

• The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.;

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.;

• Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.

Particulars of Remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure 1' which forms an integral part of this report.

Auditors & Audit Report

• Statutory Auditors & Audit Report

M/s PSMG & Associates, Chartered Accountants (ICAI Firm Registration No.-008567C), were appointed as Statutory Auditors of the Company for term of 5 (five) consecutive years, to hold office from the conclusion of the 16th Annual General Meeting till the conclusion of 21st Annual General Meeting to be held in year 2028 by the members of the Company at their 16th Annual General Meeting held in 2023 in the accordance with Section 139 of the Companies Act, 2013 and relevant rules thereunder.

The reports given by M/s PSMG & Associates., Chartered Accountants, Statutory Auditors on Financial Statements of the Company for F. Y. 2023 -24 form part of the Annual Report, which are self- explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer given by the Statutory Auditors in their report.

• Secretarial Auditors & Their Report

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not applicable on the Company for the FY 2023-24.

Pursuant to Section 204 of the Companies Act, 2013 appointment of Secretarial Auditor was made but Secretarial Audit Report was not required for the Financial Year 2023-24 as the company got listed on 26th June 2024.

• Annual Secretarial Compliance Report

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not applicable on the Company for the FY 2023-24.

Hence, the Annual Secretarial Compliance Report, as required under Regulation 24A of Listing Regulations, was not required to be obtained.

• Cost Audit

The maintenance of cost records and requirements of cost audit as prescribed by Central Government under the provisions of section 148(1) of the Companies act, 2013 are not applicable. Hence, the Company is not required to maintain cost records and to undertake cost audit in accordance with the provisions of the Companies Act, 2013.

• Internal Audit

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the company is required to appoint an internal auditor to conduct internal audits of its functions and activities.

However, during the period under review, the provisions of Section 138 of the Companies Act, 2013, were not applicable to the company. Therefore, the company was not required to appoint an internal auditor for the financial year 2023-24.

Reporting of Frauds by Auditors

During the year under review, there was no instances of frauds reported by Auditors under Section 143(12) of the Companies Act 2013.

Particulars of Loans, Guarantees and Investments

The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, as on the 31st March, 2024, form part of the Notes to the financial statements provided in this Integrated Annual Report.

Particulars of Contracts/Arrangements with Related Parties

All contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis.

The particulars of transactions entered with the Related Party refer in section 188(1) and applicable rules of the Act have been given in the Annexure 2 to their report in Form AOC-2.

Also, the Company has disclosed all related party transactions in relevant Note 33 to the Financial Statements for the financial year 2023-24.

Fixed Deposits

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as on the end of financial year 2023-24.

Transfer to Reserves

Your Company does not propose to transfer any amount to the general reserves of the Company.

Dividend

Considering the future plans and business requirements of the Company, your Board is compelled to not recommend any dividend for the financial year 2023-24.

Unpaid/Unclaimed Dividend & Investor Education and Protection Fund (IEPF)

During the financial year under review, the Company did not transfer any unpaid or unclaimed dividend to the Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013. This was due to the fact that no amount was outstanding for transfer as unclaimed dividends that had remained unpaid or unclaimed for a period of seven years or more from the date, they were due for payment.

Demat Suspense Account/ Unclaimed Suspense Account

In terms of SEBI Circulars, following shares are lying in the Company's Unclaimed Securities Suspense Demat Account and Unclaimed Securities Suspense Escrow Demat Account:

Particulars Unclaimed Securities Suspense Demat Account Unclaimed Securities Suspense Escrow Demat Account
No. of Shareholders No. of Shares No. of Shareholders No. of Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year NIL NIL NIL NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year NIL NIL 5 1472
Number of shareholders to whom shares were transferred from suspense account during the year NIL NIL NIL NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year NIL NIL 5 1472

Material Changes and Commitments Affecting the Financial Position of the Company:

Save as otherwise disclosed in this report, there are no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - 3 and is attached to this report.

Development and Implementation of Risk management

Your Company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis.

The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board.

In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

Corporate Social Responsibility

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Company's business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society.

During the financial years under review, the Company was not covered under provisions of Section 135 of the Companies Act, 2013 and relevant rules related to Corporate Social Responsibility.

Change in Nature of Business

During the review under a year, there have been no material changes in the nature of business of the Company.

During the financial year 2023-24, the status of the Company was changed from a Private Company to a Public Company pursuant to the Scheme of Amalgamation and Arrangement. The change was duly approved, and a new Certificate of Incorporation was issued by the Registrar of Companies on 26th December 2023.

The Board of Directors in its meeting held on August 12, 2024 approved the addition of following new clause under the Object Clause section to include Human Resources (HR) management, consultancy, and related services. These clauses shall be added upon approval by the Members of the company at the upcoming 17th Annual General Meeting (AGM).

The proposed addition in Clause 3(vi) of the MOA is as follows:

"To carry on the business of providing human resources services, including but not limited to recruitment, staffing, consulting, talent management, training, payroll management, employee outsourcing, and other related services, both within India and internationally, and to provide support and advisory services in the areas of human resource development, management, and optimization."

Holding, Subsidiaries & Associate Companies

Pursuant to the Scheme, with effect from the Effective Date, your Company is no longer a subsidiary of JHS Svendgaard Laboratories Limited. Your Company does not have any associate/ joint venture company.

The Board's Report has been prepared based on "standalone financial statement of the company"

Human Resources Management

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

Management Discussion & Analysis Report

In terms of the provisions of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management's discussion and analysis is set out in this Integrated Annual Report.

Operations and Business Performance

Kindly refer to the Management Discussion & Analysis Report which forms part of this report.

Corporate Governance

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company's Paid-up Share Capital and Net Worth are below the prescribed threshold limits.

Consequently, the provisions of Regulations 17 to 27, and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, along with Para C, D, and E of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2023 - 24.

In view of the above, the requirement to furnish the Corporate Governance Report does not apply to the Company during the financial year 2023-24.

Performance Evaluation of the Board, Its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 read with the SeBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) ("Listing Regulations"), the Board, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

A structured questionnaire, covering various aspects of the functioning of the board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Director's performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place.

The Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had a separate meeting held on 01.03.2024. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter- alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Declaration of Independent Directors

The Company has received necessary declaration for each Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (Listing and Other Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ('IICA').

Policy on Directors' Appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on the appointment of Board members, including criteria for determining qualifications, positive attributes, independence of a Director, and the policy on the remuneration of Directors, Key Managerial Personnel (KMP), and other employees was not applicable during the Financial Year 2023-24.

As the Company was listed on both BSE Limited and National Stock Exchange of India Limited on 26th June, 2024.

Changes in Directors and Key Managerial Personnel (KMP)

Changes in the Key Managerial Personnel(KMP) during the Financial Year ended March 31, 2024.

? Mr. Ashish Goel had stepped down from the position of Chief Executive Officer (CEO) effective from the close of business hours October 16, 2023.

? Mr. Deepesh Sharma was appointed as Chief Executive Officer (CEO) of the Company w.e.f. October 17, 2023 and . had stepped down from the position effective from the close of business hours February 29, 2024.

? Mr. Nalin Kant Beura was appointed as Chief Financial Officer (CFO) of the Company w.e.f. October 17, 2023.

? Mr. Kuldeep Jangir was appointed as Company Secretary and Compliance Officer of the Company W.e.f. 20th November, 2023.

? Mr. Nikhil Nanda was appointed as the Chief Executive officer (CEO) of the Company and designated as the Managing Director & CEO w.e.f. 2024.

Changes in the Board during the Financial Year ended March 31, 2024

During the year, Mrs. Balbir Verma resigned from the position of Non-Executive Independent Director w.e.f. close of business hours on July 13, 2023. The Board places on record its immense appreciation for her contribution during her tenure in the Company.

The Board at its meeting held on September 02, 2023 and September 12, 2023, appointed Mr. Sanjay Sital Sangtani and Mr. Ankur Garg as Independent Directors of the Company for a period of 5 years w.e.f September 02, 2023 & September 12, 2023 respectively, and the same was approved by Members in the 16th Annual General Meeting held in Year 2023.

The Board of Director at its meeting held on September 04, 2023, approved the change in the designation of Mrs. Sushma Nanda, from executive director to Non-Executive Director w. e. f. September 04, 2023. The same had approved by the Members of the Company in the 16th Annual General Meeting held in the year 2023.

The composition of the Board of Directors is in accordance with the provisions of section 149 of the Companies Act, with an optimum combination of Executive director, Non-Executive Director.

The Directors & Key Managerial personnel (KMP) of the Company as per section 2(51) and 203 of the Companies Act, 2013 as on 31st March, 2024 are as follows:

Director/KMP Designation
Mr. Nikhil Nanda Managing Director & CEO
Mrs. Sushma Nanda Non-Executive Director
Mr. Ankur Garg Non-Executive Independent Director
Mr. Sanjay Sital Sangtani Non-Executive Independent Director
Mr. Nalin Kant Beura Chief Financial Officer
Mr. Kuldeep Jangir Company Secretary & Compliance Officer

Committees of the Board

The Board of Directors have constituted the following Committees in order to effectively deliberate its duties under the Act and the Listing Regulations, 2015:

• Audit Committee;

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee;

Meetings of Board

The Board of Directors of the Company met 9 (Nine) times during the financial year 2023-24. The Date of Board Meetings are as under:

No. of Meeting Date of Meeting
1st 27-05-2023
2nd 13-07-2023
3rd 02-09-2023
4th 04-09-2023
5th 12-09-2023
6th 17-10-2023
7th 20-11-2023
8th 01-02-2024
9th 01-03-2024

During the Financial Year 2023-24 an Extra Ordinary General Meeting was held on April 03, 2023.

Deposit

During the year under review the Company has neither accepted nor renewed any deposit in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder. Disclosure On Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company firmly believes in providing a safe, supportive and friendly workplace environment a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender

The Company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line with the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.

During the year, no complaints pertaining to sexual harassment were received.

Significant and Material orders passed by the Regulators or Courts or Tribunals Impact the Going Concerns Status and the Company's Operations in Future.

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

National Company Law Tribunal Chandigarh has issued Order scheme of amalgamation and arrangement of JHS Svendgaard Retail Ventures Private Limited and JHS Svendgaard Brands Limited and JHS Svendgaard Laboratories Limited. The scheme was effective from 25.08.2023.

Compliance with Secretarial Standards

During the year under review, the Company has complied with the all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.

Capital Structure

• Share Capital

During the year, there has been change in the Paid-Up share capital of the Company consequent to Scheme of Amalgamation & Arrangement.

As on March 31, 2024, the paid-up Share Capital of the Company stood at Rs. 6,50,46,000 (Six Crore Fifty Lacs Forty-Six Thousand only) comprising 65,04,600 (Sixty-Five Lacs Four Thousand six hundred only).

• Employees Stock Option Plan and General Employee Benefits Scheme

During the year, there has been no allotment of employee stock option plan and general employee benefits scheme with affect the company share capital.

Vigil Mechanism

As per Listing Regulation and Section 177(9) of the Companies Act 2013, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of company's code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization of employees and Directors who express their concerns.

The Company has also provided direct access to the Audit Committee on reporting issues concerning the interests of employees and the Company and no employee was denied access to the Audit Committee. The policy as approved by the Board is uploaded on the Company's website at https://www.jhsretail.com

Particulars of Employees

The Company had 155 employees on a standalone basis as of March 31, 2024.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure 3 to this Board's report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme.

• Your Company has not resorted to any buy back of its Equity Shares during the year under review.

• No application was filed by/ on the Company under the Insolvency and Bankruptcy Code, 2016.

• The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

• The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively. The Company Secretary & Compliance Officer of the Company shall ensure compliance of Insider Trading Rules of the Company and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable.

Further, in terms of Regulation 30A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there no such agreements which are required to be disclosed in the Annual Report.

Also, the Company is not falling under the list of top 1000 Companies, for the purpose of determination of applicability of dividend distribution policy, Risk Management Committee and business responsibility & sustainability reporting.

Industrial Relations

The Company has been maintaining healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Listing On Stock Exchanges

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited.

Acknowledgements

Your Directors take this opportunity to thank all customer, shareholders, suppliers, bankers, business Partners/ associates financial institutions for their consistent support and encouragement provided by them in the past. Your Directors conveying their sincere appreciation to all employees of the Company. Their dedication and competence have ensured that the Company continues to be a significant and leading player in this industry.

For and on behalf of the Board
JHS Svendgaard Retail Ventures Limited
Sd/- Sd/-
Nikhil Nanda Sushma Nanda
Managing Director Director
DIN:00051501 DIN: 01223706
Date: 12.08.2024
Place: New Delhi

   

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