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Cantabil Retail India Ltd.

BSE: 533267 Sector: Industrials
NSE: CANTABIL ISIN Code: INE068L01016
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VOLUME 10153
52-Week high 90.00
52-Week low 57.10
P/E 25.95
Mkt Cap.(Rs cr) 122
Buy Price 75.00
Buy Qty 550.00
Sell Price 75.40
Sell Qty 20.00
OPEN 75.00
CLOSE 73.85
VOLUME 10153
52-Week high 90.00
52-Week low 57.10
P/E 25.95
Mkt Cap.(Rs cr) 122
Buy Price 75.00
Buy Qty 550.00
Sell Price 75.40
Sell Qty 20.00

Cantabil Retail India Ltd. (CANTABIL) - Director Report

Company director report

To

The Shareholders

Cantabil Retail India Limited

Your Directors have immense pleasure in presenting the 28th Director sReport on the business and operations of the Company together with the Audited FinancialStatements of the Company for the year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below withthe previous year s results for your consideration:

Particulars For the year ended (In Lacs)
March 31 2016 March 31 2015
Sales/ Income from operations (Net of Excise Duty) 15526.52 13867.77
Other Income 1.79 16.92
Profit/ (Loss) before Finance Cost Depreciation
Extraordinary & Exceptional Items & Tax 1623.11 1448.97
Finance Cost 497.35 494.94
Depreciation 611.75 636.47
Profit/ (Loss) before tax 517.56 257.34
Provision for Tax including deferred tax (Assets) / Liabilities and MAT
1. Current Tax (MAT) 37.92
2. Deferred tax (assets)/liability (27.35) (31.77)
Net Profit/ (Loss) for the year 506.98 289.11
Credit/ (Debit) Balance B/F from previous year (3147.21) (3414.32)
Depreciation adjustment - (21.99)
Profit available for appropriation - -
Surplus/ (Deficit) carried to Balance Sheet (2640.23) (3147.21)

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards notified under Section 133 of the Companies Act 2013 in terms ofRule 7 of The Companies (Accounts) Rules 2014 and the relevant provisions of theCompanies Act 2013 as applicable and guidelines issued by the Securities and ExchangeBoard of India ( SEBI ).

REVIEW OF PERFORMANCE

The Textile and Clothing segment has shown reasonable growth during the year.Inflationary trend continued to hurt even during the current year also which hasrestricted the discretionary spend in market resulting in flat to marginal growth indomestic business in general consumer product categories. However the company has beensuccessful to earn into profits and brightening its future by taking strong strategicdecisions which have helped the company to come out of low remunerative regime of marketcompetition.

Company has recorded improved total revenue from Rs. 13884.69 Lacs in Financial Year2014-15 to Rs. 15528.31 Lacs in Financial Year 2015-16. The Profit after taxes has alsoimproved from Rs. 289.11 lacs to Rs. 506.98 lacs thereby recording an improvement inprofitability by 75.36 %.

There has been no change in the nature of business during the reporting period.

RESERVE & SURPLUS

The company has not transferred any amount to the reserve and surplus as it hasaccumulated losses during the previous years.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

The company has commenced its commercial production at the Company s manufacturingplant situated at Plot No. 359 360 & 361 I.E. Phase-IV B Sector 17 HSIIDCBahadurgarh Haryana and it has also established the suit plant that will enhance theproduction capacity which is one of the major development that is likely to affect thebusiness of the company.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2016 keeping in view of the non-profitability of the previous years.

SHARE CAPITAL

The paid-up capital of the company as on March 31st 2016 wasRs.163276080/-. During the year under review the company did not issue any class orcategory of shares and consequently no change in the capital structure since previousyear.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any subsidiary joint venture or associate company during theperiod of reporting.

CORPORATE GOVERNANCE

Cantabil Retail India Limited committed to conducting business of your Company with thehighest level of integrity and transparency. The commitment of your Company is clearlyreflected in the business activities of the Company. Your Company is in compliance withthe governance requirements provided under the new law and had proactively adopted manyprovisions of the new law ahead of time. Your Company is committed to embrace the new lawin letter and spirit. Report on Corporate Governance as stipulated under Part C ofSchedule V of the Listing Regulations forms a part of the Annual Report. The ComplianceCertificate received from a Practicing Company Secretary is attached to the Report onCorporate Governance.

CODE OF CONDUCT

Annual Compliance Report for the year ended 31st March 2016 has beenreceived from all the Board Members and Senior Management of the Company regarding thecompliance of all provisions of Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations performance and future outlook of the Company is givenseparately under the head Management Discussion and Analysis Report forms as part of thisreport.

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 madethereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

LISTING FEES

The equity shares of your company are listed on the BSE Limited and National StockExchange of India Limited (NSE). The Annual Listing fee for the financial year 2016-2017has been paid.

DEMATERIALISATION OF SHARES

Your Company has entered into agreements with the National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL) fordematerialization of shares of the company. Accordingly shares of the company areavailable for dematerialization and can be traded in Demat form.

DEMAT SUSPENSE ACCOUNT

As per the Registrar to the Issue M/s Beetal Financial & Computer Services Pvt.Ltd. there is no unclaimed share(s) lying in the Escrow Account of the Company which isrequired to be disclosed in view of the compliance of the provisions of the ListingRegulations as the Company has not been paid dividend keeping in view of thenon-profitability of the Previous Years.

DIRECTORS:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors intrinsically believe in the philosophy of Corporate Governance and arecommitted to it for the effective functioning of the Board. All Directors Key ManagerialPersonnel and Senior Management have confirmed to comply with the company s Code ofconduct.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the Listing Regulations 2015 a Company shall have at least one Woman Director on theBoard of the Company. Mrs. Renu Jagdish is a Non-Executive Independent Director since30.09.2014 on the Board of the Company.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act 2013 and the Article 125 of theArticles of Association of the Company Mr. Anil Bansal (DIN: 02443104) Whole-TimeDirector of the Company retires by rotation and being eligible offer himself forre-appointment in the 28th Annual General Meeting of the Company.

Mr. Anil Bansal aged 41 years has been actively involved in looking afterAdvertisement Warehouse Inventory Management & Project Divisions of the Company allover India.

KEY MANAGERIAL PERSONNEL

As on 31st March 2016 company has following Key Managerial Personnel incompliance of provisions of Section 203 of the Companies Act 2013:

S. NO. NAME DESIGNATION
1. Mr. Vijay Bansal Chairman-cum-Managing Director
2. Mr. Deepak Bansal Whole-Time Director
3. Mr. Anil Bansal Whole-Time Director
4. Ms. Poonam Chahal Company Secretary
5. Mr. Rajesh Rohilla Chief Financial Officer

BOARD INDEPENDENCE

Our definition of Independence of Directors is derived from Regulation 16 of theListing Regulations and Section 149(6) of the Companies Act 2013. Based on theconfirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofRegulation 16 of the Listing Regulations and Section 149(6) of the Companies Act 2013 :-

S.NO. NAME APPOINTMENT/RE-APPOINTMENT RESIGNATION
1. Mr. Lalit Kumar Appointed on 11/09/2009
Re-appointed on 30/09/2014
2. Dr. Arun Kumar Roopanwal Appointed on 11/09/2009
Re-appointed on 30/09/2014
3. Mrs. Renu Jagdish Appointed on 30/09/2014

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Non-Executive Independent Directors of the Company viz. Mr. Lalit Kumar Dr. ArunKumar Roopanwal and Mrs. Renu Jagdish have affirmed that they continue to meet all therequirements specified under Section 149(6) in respect of their position as an IndependentDirector of Cantabil Retail India Limited.

A statement on declaration given by Independent Directors under Section 149(6) forms aspart of this report in ANNEXURE 1.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURINGTHE YEAR

There is no change in constitution on the Board of the Company. Hence none of theDirector or Key Managerial Personnel were appointed or resigned during the year ended 31stMarch 2016.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate internal control procedures commensurate with thesize and nature of the business. The internal control system is supplemented by extensiveinternal audits regular reviews by the management and well-documented policies andguidelines to ensure reliability of financial and all other records and to preparefinancial statements and other data. Moreover your Company continuously upgrades thesesystems to ensure that all the assets are safeguarded and protected against any loss fromunauthorized use or disposition and those transactions are authorized recorded andreported correctly. The Company s internal systems are supplemented by an extensiveprogramme of internal audit conducted by an external auditor periodically and reviewed bythe management together with the Audit Committee of the Board. The emphasis of internalcontrol prevails across functions and processes covering the entire gamut of activitiesincluding finance supply chain sales and distribution marketing etc.

The Company is continuously upgrading its internal control systems by measuring stateof controls at various locations. Controls by an ERP system have been strengthened withhelp of review conducted by Internal Auditors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) and Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year ended as on 31stMarch 2016 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the accounts for the financial year ended 31stMarch 2016 on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company s / BusinessPolicy and Strategy apart from other Board business. The Board / Committee Meetings arescheduled in compliance with the provisions of the Companies Act 2013 and the requirementof the Listing Agreement/Regulations and the Notice of the Board/Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

Usually meetings of the Board are held in Delhi. The Agenda of the Board / Committeemeetings includes detailed notes on the items to be discussed at the meeting is circulatedat least a week prior to the date of the meeting.

The Board met four times in financial year 2015-2016 viz. on 25.05.2015 15.07.201531.10.2015 02.02.2016. The maximum interval between any two meetings did not exceed 120days.

Detailed information on the meetings of the Board is included in the Report onCorporate Governance which forms part of this Annual Report.

COMMITTEES OF THE BOARD

There were three Committees of the Board during the Financial Year 2015 - 16 which areas follows:

1. Audit Committee

The constitution of the Audit Committee are:-

1. Mr. Lalit Kumar Chairman & Independent Director
2. Dr. Arun Kumar Roopanwal Member & Independent Director
3. Mr. Vijay Bansal Member & Managing Director

2. Nomination and Remuneration Committee

The constitution of the Nomination & Remuneration Committee are:-

1. Mr. Lalit Kumar Chairman & Independent Director
2. Dr. Arun Kumar Roopanwal Member & Independent Director
3. Mrs. Renu Jagdish Member & Independent Director

3. Stakeholders Relationship Committee

The constitution of the Stakeholders Relationship Committee are:-

1. Mr. Lalit Kumar Chairman & Independent Director
2. Mr. Vijay Bansal Member & Managing Director
3. Mr. Anil Bansal Member & Whole-Time Director

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of this AnnualReport.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee hasframed following policies for selection and appointment of Directors Senior Managementand their remuneration including criteria for determining qualifications positiveattributes independence of directors board diversity etc.:

COMPANY S POLICY ON DIRECTORS APPOINTMENT

The Policy of the Company on Directors appointment including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of Section 178 is available on company s website atwww.cantabilinternational.com.

COMPANY S POLICY ON DIRECTORS REMUNERATION

Remuneration Policy of the company is based on the fundamental principles of paymentfor performance potential growth and aligning remuneration with the longer terminterests of the Company and its shareholders promoting a culture of merit recognitionand creating a linkage to corporate and individual performance. The Remuneration Policyadopted by your Company is available on company s website atwww.cantabilinternational.com.

PERFORMANCE EVALUATION OF DIRECTORS

The criteria for performance evaluation of directors cover the areas relevant to theirfunctioning as member of Board or its Committees thereof. The manner in which theperformance evaluation of the board and its committees the chairman and the directorsindividually has been carried out has been explained in the Corporate Governance Report.

However the criteria for performance evaluation of Independent Directors is availableon company s website at www.cantabilinternational.com.

BOARD DIVERSITY POLICY

The Board of Directors of the Company formulated the Board Diversity Policy accordingto the provisions of the Listing Regulations 2015 draft of which is available on companys website at www.cantabilinternational.com.

STATUTORY AUDITORS

The appointment of Statutory Auditors of the Company M/s Suresh & AssociatesChartered Accountants to be ratified at the ensuing Annual General Meeting. The Companyhas received a letter from M/s. Suresh & Associates to the effect that theirappointment if ratify at the ensuing Annual General Meeting would be within the limitsprescribed under Section 139 of Companies Act 2013 and they are not disqualified for suchratification within the meaning of Section 141 of the said Act and Companies (Audit andAuditors) Rules 2014.

AUDITORS REPORT

The observation made by the Auditors with reference to notes on accounts for the yearended 31st March 2016 are self-explanatory and therefore do not call for anyfurther comments under Section 134 of the Companies Act 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

SECRETARIAL AUDITORS

The board had appointed M/s Sanjay Grover & Associates Company Secretaries forcarrying out secretarial audit in terms of the provisions of Section 204 of the CompaniesAct 2013 for the financial year 2015-2016. The report of the Secretarial Auditors isannexed as a part to this report. The report does not contain any qualification or adverseremarks.

COMMENTS ON AUDITORS REPORT

There are no qualifications reservations or adverse remarks or disclaimers made by M/sSuresh & Associates Statutory Auditors in their report and by M/s Sanjay Grover& Associates Secretarial Auditors in their report.

STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per provision of Section164(2) of Companies Act 2013. The Directors of the Company have made necessarydisclosures as required under various provisions of the Act and the Listing Regulations.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year viz. 25.05.201515.07.2015 31.10.2015 & 02.02.2016.

The Audit Committee functions in terms of the powers and role delegated by the Board ofDirectors keeping in view the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of the Listing Regulations have been described separately under the headAudit Committee in Report of Corporate Governance.

The members of the Audit Committee are:

Name of Members Designation Category
Mr. Lalit Kumar Chairman Independent Director
Dr. Arun Kumar Roopanwal Member Independent Director
Mr. Vijay Bansal Member Executive Director

Mr. Lalit Kumar Chairman of the Committee has adequate financial and accountingknowledge.

The Chief Financial Officer Internal Auditor and the Statutory Auditors of the Companyare permanent invitees to the meetings of the Audit Committee.

Ms. Poonam Chahal Company Secretary is Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company in compliance with Section 135 of the Companies Act 2013 has constituteda Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors onMay 27 2016. The CSR Committee comprise of 3 Directors viz. Mr. Vijay Bansal as Chairmanand Mr. Lalit Kumar & Mr. Anil Bansal as Members of the Committee.

The average net profits calculated as per provisions of Section 198 of the CompaniesAct 2013 for the preceding three (3) financial years being negative the Company is notunder any obligation to spend any amount on CSR.

The Policy on Corporate Social Responsibility is attached as ANNEXURE-2 with thisreport.

RISK MANAGEMENT POLICY

The Company has constituted a committee and formulated a policy and process for riskmanagement. The company has set up a core group of leadership team which identifiesassesses the risks and the trends exposure and potential impact analysis at differentlevel and lays down the procedure for minimization of the risks. Risk Management forms anintegral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic operational financial risks which may impactcompany adversely; however management believes that the mitigation plans for identifiedrisks are in place and may not threaten the existence of the company. The draft of RiskManagement Policy is available on company s website at www.cantabilinternational.com.

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the Corporate GovernanceReport and is also available on company s website at www.cantabilinternational.com.

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The Company values the dignity of individuals and is committed to provide anenvironment which is free of discrimination intimidation and abuse.

The Company has constituted the Committee and put in place a policy on redressal ofSexual Harassment and a Policy on redressal of Workplace Harassment as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (Sexual Harassment Act ). As per the policy any employee may report his / her complaint tothe Redressal Committee formed for this purpose or their Manager or HR personnel. Weaffirm that adequate access was provided to any complainant who wished to register acomplaint under the policy during the year. The constitution of Sexual HarassmentComplaints Committee is given below :

1. Ms. Poonam Chahal Chairperson
2. Ms. Renu Aggarwal Secretary
3. Mr. Rajesh Nair Member
4. Mr. Ashwani Aggarwal Member

The Policy on Prevention of Sexual Harassment is attached as ANNEXURE-3 with thisreport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013

In line with the requirements of the Companies Act 2013 and Equity ListingAgreement/Listing Regulations your Company has formulated a Policy on Related PartyTransactions which is available on Company s website at www.cantabilinternational.com. ThePolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm s Length. All Related Party Transactions are subjectedto independent review by a reputed accounting firm to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are alsoplaced before the Board for necessary approval. The Company has developed a related partytransactions manual standard operating procedures for the purpose of identification andmonitoring of such transactions.

The Board has approved policy for Related Party Transactions which is available oncompany s website at www.cantabilinternational.com.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 in the prescribed form (Form AOC-2) are attached asANNEXURE-4.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013;

The Company has provided loans and guarantees and made investments pursuant to Section186 of the Companies Act 2013 as detailed in ANNEXURE-5.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended the required particulars are as follows :

However the information required under Section 197 of the Act read with rule 5(1) ofthe Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are givenbelow:

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

In Rupees (Per Month)
Directors Remuneration of Director (in Rs.) Median Salary of Employee (in Rs.) Ratio to Median Remuneration
Mr. Vijay Bansal 423300 11155 37.95
Mr. Deepak Bansal 345800 11155 31.00
Mr.Anil Bansal 74000 11155 6.63

(b) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

In Rupees (Per Month)

Directors Designation Remuneration Remuneration Increase in Remuneration Percentage increase in Remuneration
Chief Financial Officer Company Secretary (F.Y. 2015-16) (F.Y. 2014-15)
(in Rs.) (in Rs.) (in Rs.)
Mr. Vijay Bansal Managing Director 423300 296017 127283 43.00
Mr. Deepak Bansal Whole-time Director 345800 249569 96231 38.56
Mr. Anil Bansal Whole-time Director 74000 30000 44000 146.67
`
Mr. Rajesh Rohilla Chief Financial Officer 195550 177217 18333 10.35
Ms. Poonam Chahal Company Secretary 97268 87100 10168 11.67

(c) The percentage increase in the median remuneration of employees in the financialyear:

Particulars March 2016 March 2015 Increase in Value Terms Increase in % Terms
No. of Employee 1100 974 126 12.94
Median of Remuneration of employee 11155 10478 677 6.46

(d) The number of permanent employees on the rolls of Company:1100

(e) Average percentile increase already made in the salaries of employees other thanthe Managerial Personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Particulars F.Y. 2015-16 F.Y. 2014-15 Increase in Value Terms % Increase in Remuneration
(in rupees) (in rupees) (in rupees)
Average Salary of employee other than Managerial Personnel 13724 13100 624 4.76
Average salary of Managerial Personnel 227183 167977 59206 35.25

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

(i) The names of the top ten employees in terms of remuneration drawn and the name ofevery employee who employed throughout the financial year was in receipt of remunerationfor that year which in the aggregate was not less than one crore and two lakh rupees:Not Applicable.

(ii) The names of the top ten employees in terms of remuneration drawn and the name ofevery employee who if employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan eight lakh and fifty thousand rupees per month : Not Applicable.

(iii) The names of the top ten employees in terms of remuneration drawn and the name ofevery employee who if employed throughout the financial year or part thereof was inreceipt of remuneration in that year which in the aggregate or as the case may be at arate which in the aggregate is in excess of that drawn by the Managing Director orWhole-Time Director or Manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company : Not Applicable.

However We are disclosing the details of Top 10 Employees (along with theirshareholding) who are currently in receipt of remuneration in the aggregate or as thecase may be at a rate which in the aggregate is in excess of that drawn Whole-TimeDirector:

S. No. Employee Name Department Designation FIX CTC PER MONTH) Date of commencement of employment % of Shareholding of the Employee in the Share Capital of the Company
1 B.P. Trivedi Production (Staff) GM-Production 85000 01.10.2003 NIL
2 Mohinder Singh Sethi Fabric / Design Fabric Sourcing Manager 85000 13.11.2006 NIL
3 Munish Nayyar Marketing Manager Marketing & Business Development 80000 11.01.2010 NIL
4 Megha Bansal Management AGM-Finance 100000 13.05.2011 1.31%
5 Poonam Chahal Secretarial & Finance Dept. Head-CS & Legal 116970 01.07.2011 NIL
6 Rajesh Rohilla Management Chief Finance Officer 225000 12.12.2011 NIL
7 Bhudev Tyagi Fabric / Design GM-Planning & Sourcing 120000 01.10.2014 NIL
8 Ravinder Kumar Aggarwal Fabric / Design Sourcing Manager 85000 22.06.2015 NIL
9 Suneet Jindal Fabric / Design Manager-Knit 80000 01.07.2015 NIL
10 Devendar Kumar Upadhyay Production Senior Manager 100000 09.07.2015 NIL
11 Vinay Gandhi Fabric / Design Senior Manager 90000 01.04.2016 NIL

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as ANNEXURE-6.

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS)

The NEAPS is a web based application designed by NSE for corporates. All periodicalcompliance filings like shareholding pattern Corporate Governance Report press releasesannouncements corporate actions etc. are filed electronically on NEAPS.

BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE LISTING CENTRE )

The Listing Centre of BSE is a web based application designed by BSE for corporates.All periodical compliance filings like shareholding pattern Corporate Governance Reportpress releases etc. are also filed electronically on the Listing Centre.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web based complaints redresssystem. The system enables centralized database of all complaints online uploading ofAction Taken Reports (ATRs) by the concerned companies and online viewing by investors ofactions taken on their complaint and current status.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis endeavored to increase awareness among itsstakeholders and in the market place about the Company s strategy new developments andfinancial performance as per rules laid down by the Regulatory Authority like SEBI etc.Brand building of the organization is being given impetus and your Company is poised toachieve positive results out of these efforts.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The policy is available on company s website atwww.cantabilinternational.com.

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Commitment to shareholders and other stakeholders interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and Companies (Disclosureof Particulars in the Report of Board of Directors) Rules 1988 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo is given below:

A. CONSERVATION OF ENERGY

The operations of your Company are not energy intensive. However wherever possibleyour company strives to curtail the consumption of energy on a continued basis by usingenergy-efficient equipment.

As energy costs comprise a very small part of your Company s total expenses thefinancial implications of these measures are not material.

We have a Diesel Fired Boiler for garment steam pressing in our Finishing Unit with ayearly consumption of 28500 ltrs. approximately of diesel with finishing of approximately1250000 garments.

Steps for Conservation of Energy taken by us are given below :

At Factory Level :-

1. On & Off Time : We have a strict schedule of switching off the boiler duringlunch time i.e. 1:30 pm to 2:00 pm every day. This helps us to save on diesel consumptionduring idle period.

2. Regular Servicing & Repair : We ensure regular maintenance & servicing ofour boiler & other plant & machineries for better performance and to avoid suddenbreak down.

3. Boiler Testing : To comply with the Govt. norms we have outsourced the testing ofour Boiler through authorised dealer of boiler which provides us regular testing reportfor the same and improvement if any required.

4. Prevention of Scaling : We use a special chemical to prevent any scaling in thetubes as recommended by the experts.

5. Use of Insulated Pipeline : We use an Insulated Pipeline to ensure good steamquality & it minimize any steam loss.

6. Minimizing Waste of Diesel : We have a regular practice of not switching on anyequipment unless all our workers are at their designated spots. This helps us to savewastage of diesel as well as conservation of electricity.

At Corporate office level:-

We have replaced all the regular Tube Lights at our Corporate Office with LED lights toconserve electricity & save money.

At Retail outlet level :-

We have also taken some steps at our Retail Outlets by installing Power Saving unitsand by using LED Lights instead of Halogens to save energy & money and we have askedthe showroom staff to switch on only one Ac during lean hours between 10 am to 5 pm.

B. POLLUTION CONTROL

The operations of the company are not spreading the pollution and effluents. As thecompany has no activities under its operation requiring the water and water resources asan industrial input they are being used only for the normal usage of human consumption orfor office and administrative purposes.

C. TECHNOLOGY ABSORPTION

The particulars regarding absorption of technology is given below as per Form B of theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988:

Research and Development (R & D):

(1) Specific areas in which R & D is carried out by the Company:

Manufacture of fashion garments as per Indian and international trends and standardsare the areas in which general research and development work pertaining to themanufacturing process is carried out by the Company.

(2) Benefits derived as a results of the above R&D:

Product improvement in terms of quality fashion and range.

(3) Future Plan of Action:

Appropriate actions are being planned and required professionals hired to implement theplanned action.

(4) Expenditure on R & D:

(a) Capital: There is no Capital Expenditure on R & D.

(b) Recurring :Amount incurred though not material but included in manufacturing cost.

Technology Absorption Adaptation and Innovation :

(1) Efforts in brief made towards technology absorption adaptation and innovation:

The Company is monitoring the technological up-gradation taking place in othercountries in the field of garment manufacturing and the same are being reviewed forimplementation.

(2) Benefit derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.

Product Improvement and quality enhancement.

(3) In case of imported Technology (Imported during the last 5 years reckoned from thebeginning of the financial year) following information may be furnished:

(a) Technology Imported:
(b) Year of Import
(c) Has technology been fully absorbed }NIL
(d) If not fully absorbed areas where this has not taken
Place reasons therefore and future plans of actions

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earning and outgo :

a) Imports on CIF basis NIL
b) Expenditure in Foreign Currency (Foreign traveling Directors)
1. Fee for Software License for access to Fashion Website 7.62 Lacs
2. Directors Foreign Travelling 4.60 Lacs
c) Earning in Foreign Currency NIL

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing(s) as there were no transactions have been done w.r.t. these items:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. No Issue of Employee Stock Option has been made.

5. Neither the Managing Director nor the Whole-Time Directors of the Company receiveany remuneration or commission from its holding company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance andco-operation received from Banks Government Authorities Business Associates andshareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation for the devoted services of the executives staff and workersof the Company for its success.

By Order of the Board
For Cantabil Retail India Limited
Sd/-
Place: New Delhi VIJAY BANSAL
Date : 12th August 2016 Chairman