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 |
|