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Cantabil Retail India Ltd.

BSE: 533267 Sector: Industrials
NSE: CANTABIL ISIN Code: INE068L01016
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VOLUME 505
52-Week high 97.40
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P/E 22.36
Mkt Cap.(Rs cr) 102.23
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OPEN 62.65
CLOSE 63.55
VOLUME 505
52-Week high 97.40
52-Week low 54.00
P/E 22.36
Mkt Cap.(Rs cr) 102.23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 27th Annual Report onthe business and operations of the Company together with the Audited Statements ofAccounts of the Company for the year ended 31st March 2015.

FINANCIAL HIgHLIgHT:

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

(Rs. In Lacs)

Particulars For the year ended
March 31 2015 March 31 2014
Sales/ Income from operations (including excise duty) 13867.77 11126.03
Other Income 16.92 16.80
Profit/ (Loss) before Finance Cost Depreciation Extraordinary & Exceptional 1448.97 (271.33)
items & Tax
Finance Cost 494.94 475.22
Depreciation 636.47 155.67
Exceptional Items (60.22) (17.40)
Extraordinary Items - 11.45
Profit/ (Loss) before tax 257.34 (908.16)
Provision for Tax including deferred tax (Assets) / liabilities and wealth tax (31.77) 2.34
Net Profit/ (Loss) for the year 289.11 (910.50)
Credit/ (Debit) Balance B/F from previous year (3414.32) (2503.82)
Depreciation adjustment (21.99) -
Profit available for appropriation - -
Surplus/ (Deficit) carried to Balance Sheet (3147.21) (3414.32)

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) tocomplywiththeAccountingStandardsnotifiedunder Section 133 of the Companies Act 2013 interms of Rule 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 convert its losses into profits and brightening its future by taking strongstrategic decisions which have helped the company to come out of low remunerative regimeof market competition. Company recorded total revenue of Rs. 13884.69 Lacs in FinancialYear 2014-15 as against Rs. 11142.83 Lacs in Financial Year

2013-14. The Profit after taxes has improved from a negative of (910.50) lacs to aprofit of Rs. 289.11 lacs thereby recording an improvement in profitability of 131.75%.

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

There have been no material changes and commitments which affect the financial positionof the company between the end of the Financial Year and date of report.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2015 keeping in view the accumulated losses and inadequate profits of the previousyears.

SHARE CAPITAL

The paid up share capital of the company as on March 31 2015 was Rs.163276080/-.During the year under review the company did not issue any class or category of sharesand consequently no change in the capital structure since previous year.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

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

INITIAL PUBLIC OFFER:

Your Company came up IPO by issuing of 77.78 lac shares and raising Rs. 105 croresthrough 100% Book Building Route in 2010. The management is pleased to inform you that theIPO proceeds of Rs. 105 Crore have been fully utilized towards the completion of theObjects of IPO.

CORPORATE gOVERNANCE

The new Companies Act 2013 and amended Listing Agreement have strengthened thegovernance regime in the country. Cantabil Retail India Limited is committed in conductingbusiness of your Company with the highest level of integrity and transparency. Thecommitment of your Company is clearly reflected in the business activities of the Company.Your Company is in compliance with the governance requirements provided under the new lawand had proactively adopted many provisions of the new law ahead of time. Your Company iscommitted to embrace the new law in letter and spirit. Report on Corporate Governance asstipulated by clause 49 of the Listing Agreement with the stock exchanges forms a part ofthe Annual Report.

Company Secretary is attached to the Report on Corporate Governance. The ComplianceCertificate

CODE OF CONDUCT:

As per Clause 49(II)(E) the Board of the Company has adopted the Code of InternalProcedure & Conduct for Regulating Monitoring and Reporting Trading by Insiders underSEBI (Prohibition of Insider Trading) Regulations 2015. Annual Compliance Report for theyear ended 31st March 2015 has been received from all the Board members andSenior Management of the Company regarding the compliance of all provisions of Code ofConduct. The Code of Conduct adopted by your Company is attached to the Report as a partof Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

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.

LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange (BSE) Limitedand National Stock Exchange of

India Limited. The Annual Listing fee for the Financial Year 2015-2016 has 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 Pvt. Ltd. thereis no unclaimed share lying in the Escrow

Account of the Company which is required to be disclosed in view of the compliance ofthe provisions of Clause 5A of the Listing

Agreement.

DIRECTORS:

DIRECTORS AND KEY MANAGERIAL PERSONNELS

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 of conduct.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement a Company shall have at least one Woman Director on the Board ofthe Company. The Board of Directors proposed the appointment of Mrs. Renu Jagdish (DIN06971367) as a Non-Executive - Independent Director at their meeting held on 14.08.2014and she was appointed as a Non-Executive - Independent Director in the Annual GeneralMeeting held on 30.09.2014.

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. Deepak Bansal retires by rotation and beingeligible offer himself for re-appointment. Mr. Deepak Bansal aged 32 years has beenactively involved in looking after marketing as well as the operation of the retailoutlets of the Company all over India.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS

Mr. Vijay Bansal

Mr. Vijay Bansal (DIN 01110877) was appointed as Chairman-cum-Managing Director of theCompany on 15th September 2009 by the Board and approved by the members in theExtra-Ordinary General Meeting held on 19th November 2009. He was furtherre-appointed as Chairman-cum-Managing Director on 8th August 2012 by the Boardon the recommendation of Remuneration Committee and approval of the members in the AnnualGeneral Meeting held on 29th September 2012. In view of the experience andinvaluable contribution in the growth of the Company Mr. Vijay Bansal was re-appointed asChairman-cum-Managing Director of the Company on 12th February 2015 by theBoard on the recommendation of Nomination and Remuneration Committee for a period of threeyears w.e.f. 1st April 2015. The re-appointment is subject to the approval ofmembers.

Mr. Deepak Bansal

Mr. Deepak bansal (din 01111104) was appointed as whole-time director for five yearsw.e.f. 15 period of september 2012 at a remuneration approved byshareholders in annual general meeting held on 30th september 2012. as thecompany has earned inadequate profits during the previous years therefore in view of thisand pursuant to the provisions of companies act

2013 and subject to approval of shareholders the board in its meeting held on 12thfebruary 2015decided to re-appoint mr. deepak bansal as whole-time director on revisedterms and conditions w.e.f. 1st april 2015 and also revised his remunerationeffective from 1st april 2015.

Mr. Anil Bansal

Mr. Anil Bansal (DIN 02443104) was appointed as Whole-Time Director for a period offiveyears w.e.f. 15th September 2012 at a remuneration approved byshareholders in Annual General Meeting held on 30th September 2012. As theCompany has earned inadequate profits during the previous years therefore in view of thisand pursuant to the provisions of Companies Act 2013 and subject to approval ofshareholders the Board in its meeting held on 12th February 2015 decided tore-appoint Mr. Anil Bansal as Whole-Time Director on revised terms and conditions w.e.f. 1stApril 2015 and also revised his remuneration effective from 1st April 2015.

Details of the proposal for appointment and re-appointment of above directors arementioned in the explanatory statement under Section 102 of the Companies Act 2013 of theNotice of the 27th Annual General Meeting.

The boards recommend their re-appointment.

Note: Brief resume of the Director proposed to be appointed and re-appointed nature oftheir expertise in specific functional areas and names of companies in which they holddirectorship and membership / chairmanship of the Board/ Committees as stipulated inClause 49 of the Listing Agreement with the Stock Exchanges in India are provided in theReport on Corporate Governance forming part of the Annual Report.

KEY MANAGERIAL PERSONNEL

As on 31st March 2015 company has following Key Managerial Personnel Incompliance of provisions of Section 203 of the Companies Act 2013:

1. Vijay Bansal Chairman-cum-Managing Director
2. Deepak Bansal Whole-Time Director
3. 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 Clause 49 ofthe Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation / disclosures received from the Directors and on evaluation ofthe relationships disclosed the following Non-Executive Directors are Independent interms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013:-

S.NO. NAME APPOINTMENT RESIGNATION
1. Mr. Lalit Kumar 11/09/2009 -
2. Mr. Arun Kumar Roopanwal 11/09/2009 -
3. Mrs. Renu Jagdish 30/09/2014 -
4. Mr. Brij Mohan Aggarwal 11/09/2009 14/08/2014

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Non-Executive-Independent Directors of the Company viz. Mr. Lalit Kumar Mr. ArunKumar Roopanwal and Mrs. Renu

Jagdish have affirmed that they continue to meet all the requirements specified underSection 149(6) in respect of their position as an "Independent Director" ofCantabil 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:

The details of directors or key managerial personnel who were appointed or resignedduring the year are given in Annexure – 2.

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the Annual Accounts for the year ended as on 31stMarch 2015 the applicable Accounting Standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the Financial

Year and of the 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 ended31st March 2015 on a ‘going concern’ basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively;

(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 arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. The notice of Board meeting is given wellin advance to all the Directors. Usually meetings of the Board are held in Delhi. TheAgenda of the Board / Committee meetings is circulated at least a week prior to the dateof the meeting. The Agenda for the Board and Committee meetings includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take an informeddecision. The Board met four times in Financial Year 2014-2015 viz. on 26.05.201414.08.2014 14.11.2014 12.02.2015 . The maximum interval between any two meetings did notexceed 120 days.

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:

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders’ Relationship Committee

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

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 fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-Section (3) of Section 178 is appended as Annexure-3 to thisReport.

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 appended in Annexure – 4.

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 appendedin Annexure-5.

BOARD DIVERSITY POLICY

The Board of Directors of the Company formulated the Board Diversity Policy pursuant toClause 49 of the Listing Agreement draft of which is appended in Annexure-6.

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 Suresh & Associates to the effect that their appointmentif ratified at the ensuing Annual General Meeting would be within the limits prescribedunder 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 2015 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.

COMMENTS ON AUDITORS’ REPORT

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

SECRETARIAL AUDITORS:

The board had appointed Mr. Sanjay Grover Company Secretary in Practice for carryingout secretarial audit in terms of the provisions of Section 204 of the Companies Act 2013for the Financial Year 2014-2015. The report of the secretarial auditors is annexed as apart to this annual report. The report does not contain any qualification or adverseremarks.

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 Clause 49 of the Listing

Agreement.

AUDIT COMMITTEE:

In accordance with Section 177 of the Companies Act 2013 and Clause 49 of the ListingAgreement the Company has constituted an Audit Committee which consists of twoNon-Executive-Independent Directors of the Company viz Mr. Lalit Kumar (Chairman of theAudit Committee) and Dr. Arun Kumar Roopanwal (Member) and one Executive Director Mr.Vijay Bansal (Member). The Audit Committee functions in terms of the powers and roledelegated by the Board of Directors keeping in view the provisions of Section 177 of theCompanies Act 2013 and Clause 49 of the Listing Agreement have been described separatelyunder the head Audit Committee in Report of Corporate Governance.

The Audit committee held four (4) meetings during the year. The members of the auditcommittee are:

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. It is a practice of theCommittee to extend an invitation to the Managing Director and Cost

Auditor to attend the meeting as and when required.

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

CORPORATE SOCIAL RESPONSIBILITY

Your company has accumulated losses during previous Financial Years. Thereforeconstitution of corporate social responsibility committee is not required for the yearunder review.

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 appended in Annexure-7 which is also available on company’swebsite 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1)

In line with the requirements of the Companies Act 2013 and Equity Listing Agreementyour Company has formulated a

Policy on Related Party Transactions which is also available on Company’s websiteat www.cantabilinternational.com. The Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand 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 aresubjected to independent review by a reputed Audit & Secretarial firms to establishcompliance with the requirements of Related Party Transactions under the Companies Act2013 and Equity Listing Agreement.

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 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-8.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided loans and guarantees and made investments pursuant to Section186 of the Companies Act 2013 as detailed in Annexure-9.

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 there is no employee in the Company who falls under the criteria set out in theSection 197(12) and whose particulars forms part of this report.

However the information required under Section 197 of the Act read with Rule 5(1) ofthe Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 are given below:

(a) The ratio of the remuneration (avg. per month) of each director to the medianremuneration of the employees of the Company for the Financial Year:

In Rupees
Directors Remuneration of Director Median Salary of Employee Ratio to Median Remuneration
Vijay Bansal 296000 10478 28.25
Deepak Bansal 249569 10478 23.82
Anil Bansal 30000 10478 2.86

(b) The percentage increase in remuneration (avg. per month) of each director chiefexecutive officer chief financial officer company secretary in the Financial Year:

In Rupees
Directors Chief Financial Remuneration Remuneration
Officer Company Secretary (F.Y. 2014-15) (F.Y. 2013-14) Increase in Remuneration Percentage increase in remuneration (%)
Vijay Bansal 296000 203300 92700 45.60
Deepak Bansal 249569 168548 81022 48.07
Anil Bansal 30000 30000 - -
Rajesh Rohilla 177217 133300 43917 32.95
Poonam Chahal 87100 76208 10892 14.29

(c) The percentage increase in the median remuneration of employees in the FinancialYear: 6.81% (d) The number of permanent employees on the rolls of Company: 974

(e) The explanation on the relationship between average increase in remuneration andCompany performance:

There exists no relationship between average increase in remuneration and Companyperformance as there is no key parameters for any variable component of remuneration.

(f) Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate Remuneration of Key Managerial Personnel (KMP) (in rupees) 10078830
Revenue (in rupees) 1382916833
Remuneration of KMPs (as % of revenue) 0.73
Profit before Tax (PBT) (in rupees) 28910898
Remuneration of KMP (as % of PBT) 34.86

(g) Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current

Financial Year and previous Financial Year and percentage increase over decrease in themarket quotations of the shares of the company in comparison to the rate at which thecompany came out with the last public offer:

Particulars F.Y. 2014-15 F.Y. 2013-14 % Change
Price of Share (BSE) (in rupees) (as at the closing date of the respective F.Y.) 50.50 17 197.05
No. of Share 16327608 16327608 N.A.
Market Capitalization (in rupees) 824544204 277569336 197.05
Earning Price Ratio (EPS) 1.77 -5.58 N.A.

 

Particulars F.Y. 2014-15 F.Y. 2013-14 % Change
Price Earnings Ratio 28.53 - N.A.
IPO Price (in rupees) 135 135 N.A.
% to IPO Price 37.41 12.59 24.82

(h) 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. 2014-15 F.Y. 2013-14 Increase in Value Terms % Increase in
(in rupees) (in rupees) (in rupees) Remuneration
Average Salary of employee other than managerial personnel 13100 11995 1105 9.21
Average salary of managerial personnel 167977 122271 45706 37.38

(i) Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

In Rupees
Key Managerial Remuneration Turnover Profit Remuneration Remuneration
Personnel As % of Turnover As % of Profit
Vijay Bansal 3552200 1382916833 28910898 0.26 12.29
Deepak Bansal 2994830 1382916833 28910898 0.22 10.36
Anil Bansal 360000 1382916833 28910898 0.03 1.25
Poonam Chahal 1045200 1382916833 28910898 0.08 3.62
Rajesh Rohilla 2126600 1382916833 28910898 0.15 7.36

(j) The key parameters for any variable component of remuneration availed by thedirectors: None.

(k) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.

(l) Affirmationthat 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-10.

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 performance about the Company’s strategy newdevelopments and financial as per rules laid down by the Regulatory Authority like SEBIetc. Brand building of the organization is being given impetus and your Company is poisedto achieve 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 theaccountingrecordsandthetimelypreparationofreliablefinancialdisclosures. The policy isappended in Annexure – 11.

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 shareholder's and otherstakeholder's 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 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.

(3) Future Plan of Action:

Appropriate actions are being planned.

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

Product Improvement.

(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 Earnings and Outgo :

a) Imports on CIF basis NIL
b) Expenditure in Foreign Currency Payment of USD 12000/- (INR 729000) towards access to WGSN website for latest Fashion Trends.
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 under any scheme.
4. No Issue of Employee Stock Option has been made.
5. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from its holding company.
6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future

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 : 15th July 2015 Chairman

ANNEXURE – 1 (I)

DECLARATION BY INDEPENDENT DIRECTORS

To

Cantabil Retail India Limited

B-16 Lawrence Road Industrial Area

New Delhi - 110035

Subject: Declaration under Section 149(6) of the Companies Act 2013

I Lalit Kumar [Director Identification Number -00025150] hereby declare the followingwith respect to criteria(s) as provided in clauses (b) to (f) of sub-Section (6) ofSection 149 of the Companies Act 2013 read with Companies (Appointment and

Qualification of Directors) Rules 2014 and of sub-clause (1) of Clause 49 II B of theEquity Listing Agreement:

(1) (i) I am/ was not a promoter of the company or its holding subsidiary or associatecompany;

(ii) I am not related to promoters or directors in the company its holding subsidiaryor associate company;

(2) I had no pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingFinancial Years or during the current Financial Year;

(3) None of my relatives have or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding Financial Years or during the current Financial Year; (4) Neither menor any of my relatives-

(i) holds or has held the position of a key managerial personnel or is or has been anemployee of the company or its holding subsidiary or associate company in any of thethree Financial Years immediately preceding the Financial Year; (ii) is or has been anemployee or proprietor or a partner in any of the three Financial Years immediatelypreceding the Financial Year of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) holds together with my relatives two percent or more of the total voting power ofthe company; or

(iv) is a Chief Executive or Director by whatever name called of any non-profitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company; (v) is a materialsupplier service provider or customer or a lessor or lessee of the Company; (5) I amabove 21 years of age;

(6) I possess appropriate skills experience and knowledge in one of the fields offinance/ law/ management/ sales/ marketing/ administration/ research/ corporategovernance/ technical operations.

I further declare the following with respect to each of the criteria as provided insub-clause (2) of Clause 49 II B of the Equity

Listing Agreement: a. I do not serve as an independent director in more than sevenlisted companies. b. I am not serving as a Whole-Time director in any listed company andtherefore the requirement to serve as an independent director in not more than threelisted companies is not applicable to me.

Sd/-
Date : 20/04/2015 Lalit Kumar
Place : New Delhi DIN: 00025150

ANNEXURE – 1 (II)

DECLARATION BY INDEPENDENT DIRECTORS

To

Cantabil Retail India Limited

B-16 Lawrence Road Industrial Area New Delhi - 110035

Subject: Declaration under Section 149(6) of the Companies Act 2013

I Arun Kumar Roopanwal [Director Identification Number -00406817] hereby declare thefollowing with respect to criteria(s) as provided in clauses (b) to (f) of sub-Section (6)of Section 149 of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 and of sub-clause (1) of Clause 49 II B of theEquity Listing Agreement:

(1) (i) I am/ was not a promoter of the company or its holding subsidiary or associatecompany;

(ii) I am not related to promoters or directors in the company its holding subsidiaryor associate company;

(2) I had no pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingFinancial Years or during the current Financial Year; (3) None of my relatives have or hadpecuniary relationship or transaction with the company its holding subsidiary orassociate company or their promoters or directors amounting to two percent or more ofits gross turnover or total income or fifty lakh rupees or such higher amount as may beprescribed whichever is lower during the two immediately preceding Financial Years orduring the current Financial Year;

(4) Neither me nor any of my relatives-

(i) holds or has held the position of a key managerial personnel or is or has been anemployee of the company or its holding subsidiary or associate company in any of thethree Financial Years immediately preceding the Financial Year; (ii) is or has been anemployee or proprietor or a partner in any of the three Financial Years immediatelypreceding the Financial Year of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) holds together with my relatives two percent or more of the total voting power ofthe company; or

(iv) is a Chief Executive or director by whatever name called of any non-profitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company; (v) is a materialsupplier service provider or customer or a lessor or lessee of the Company;

(5) I am above 21 years of age;

(6) I possess appropriate skills experience and knowledge in one of the fields offinance/ law/ management/ sales/ marketing/ administration/ research/ corporategovernance/ technical operations.

I further declare the following with respect to each of the criteria as provided insub-clause (2) of Clause 49 II B of the Equity

Listing Agreement: a. I do not serve as an independent director in more than sevenlisted companies. b. I am not serving as a Whole-Time Director in any listed company andtherefore the requirement to serve as an independent director in not more than threelisted companies is not applicable to me.

Sd/-
Date : 20/04/2015 Arun Kumar Roopanwal
Place : Ghaziabad DIN: 00406817

ANNEXURE – 1

(III)

DECLARATION BY INDEPENDENT DIRECTORS

To

Cantabil Retail India Limited

B-16 Lawrence Road Industrial Area New Delhi - 110035

Subject: Declaration under Section 149(6) of the Companies Act 2013

I Renu Jagdish [Director Identification Number 06971367] hereby declare the followingwith respect to criteria(s) as provided in clauses (b) to (f) of sub-Section (6) ofSection 149 of the Companies Act 2013 read with Companies (Appointment and

Qualification of Directors) Rules 2014 and of sub-clause (1) of Clause 49 II B of theEquity ListingAgreement:

(1) (i) I am/ was not a promoter of the company or its holding subsidiary or associatecompany;

(ii) I am not related to promoters or directors in the company its holding subsidiaryor associate company;

(2) I had no pecuniary relationship with the company its holding subsidiary orassociate company or their promoters or directors during the two immediately precedingFinancial Years or during the current Financial Year;

(3) None of my relatives have or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding Financial Years or during the current Financial Year; (4) Neither menor any of my relatives-

(i) holds or has held the position of a key managerial personnel or is or has been anemployee of the company or its holding subsidiary or associate company in any of thethree Financial Years immediately preceding the Financial Year; (ii) is or has been anemployee or proprietor or a partner in any of the three Financial Years immediatelypreceding the Financial Year of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) holds together with my relatives two percent or more of the total voting power ofthe company; or

(iv) is a Chief Executive or director by whatever name called of any non-profitorganization that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company; (v) is a materialsupplier service provider or customer or a lessor or lessee of the Company;

(5) I am above 21 years of age;

(6) I possess appropriate skills experience and knowledge in one of the fields offinance/ law/ management/ sales/ marketing/ administration/ research/ corporategovernance/ technical operations.

I further declare the following with respect to each of the criteria as provided insub-clause (2) of Clause 49 II B of the Equity

Listing Agreement: a. I do not serve as an independent director in more than sevenlisted companies. b. I am not serving as a Whole-Time director in any listed company andtherefore the requirement to serve as an independent director in not more than threelisted companies is not applicable to me.

Sd/-
Date : 20/04/2015 Renu Jagdish
Place : New Delhi DIN: 06971367

ANNEXURE – 2

DETAILS OF DIRECTORS OR KEY MANAgERIAL PERSONNEL WHO WERE APPOINTED OR RESIgNED DURINgTHE YEAR:

S.No DIN Name Category Date of Appointment Date Of Resignation
1. 00157253 Brij Mohan Aggarwal Non- Executive-Independent director 11/09/2009 14/08/2014
2. 06971367 Renu Jagdish Non- Executive-Independent director 30/09/2014 -

ANNEXURE –3

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

In pursuance of the provisions of Section 134(3)(e)the Company’s policy toconsider appointment and removal of all Directors Key Managerial Personnel (KMP) andSenior Management Personnels of the Company has been formulated by the Nomination AndRemuneration Committee and approved by the Board of Directors.

Applicability:-

The Policy is applicable to

Directors (Executive and Non Executive)

Key Managerial Personnel

Senior Management Personnel

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-TimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

Term / Tenure:

1. Managing Director/Whole-Time Director:

- The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However at the time ofappointment of Independent Director it should be ensured that number of Boards on whichsuch Independent Director serves is restricted to seven listed companies as an IndependentDirector and three listed companies as an Independent Director in case such person isserving as a Whole-Time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act Rules and Regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

ANNEXURE – 4

REMUNERATION POLICY OF CANTABIL RETAIL INDIA LIMITED

GENERAL

The remuneration policy of the Directors Key Managerial Personnel (KMP) &Employees of the Cantabil Retail India Limited has been designed to keep pace with thebusiness environment and market linked positioning. The Nomination & RemunerationCommittee determines and recommends to the board the compensation payable to Directors.Remuneration for the Executive

Directors consists of a fixed component.

The company had set up a Remuneration Committee on September 11 2009 to review andrecommend the quantum and payment of annual salary and commission and finalize serviceagreements and other employment conditions of the Executive

Directors. The Committee takes into consideration the best remuneration practices beingfollowed in the industry while fixing appropriate remuneration packages for Directors.Accordingly during the Financial Year ending March 31 2014 the

Compensation Committee has been renamed as the Nomination and Remuneration Committee.

As on March 31 2015 the committee has three Non-Executive-Independent Directors asits members in accordance with the prescribed guidelines. Mr. Lalit Kumar is the Chairmanof the Committee and Dr. Arun Kumar Roopanwal and Mrs. Renu Jagdish are the other members.Company Secretary of the company is acting as the secretary to the committee.

KEY DEFINITIONS

"Board of Directors" or "board" in relation to a company meansthe collective body of the Directors of the company;

"Company" means Cantabil Retail India Limited;

"Committee" means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board;

"Act" means Companies Act 2013 and rules made thereunder; including anystatutory modification or amendment thereto;

"Senior Management" means personnel of the company who are members of itscore management team other than the Board of Directors. It comprises of all the members ofthe management who are one level below the Executive Directors and including theFunctional Heads;

"Key Managerial Personnel" in relation to a company means-

• The Chief Executive Officer or the Managing Director or the Manager;

• The Company Secretary;

• The Whole-Time Director;

• The Chief Financial Officer; and

• Such other officers as may be prescribed by Central Government.

BOARD OF DIRECTORS

The company’s Board comprised of 6(six) Directors. Out of 6(six) Directors 1(one)is the Chairman-cum-Managing Director 2(two) are Whole-Time Directors and remaining3(three) are Non-Executive-Independent Directors.

Cantabil Retail India Limited has the following members on the Board as on 31.03.2015.:

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. Mr. Lalit Kumar Non-Executive-Independent Director
5. Mr. Arun Kumar Roopanwal Non-Executive-Independent Director
6. Ms. Renu Jagdish Non-Executive-Independent Director

INDEPENDENT DIRECTORS

Independent Director shall have the same meaning as assigned to it in the Act andEquity Listing Agreement.

SENIOR MANAGEMENT TEAM consists of:

• Chief Financial Officer
• Head- Legal & Company Secretary
• Head- Sales & Marketing
• Head-Operations and Supply Chain
• Head-Sourcing
• Head-Supply Chain
• Head- HRM

KEY MANAgERIAL PERSONNEL

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. Mr. Rajesh Rohilla Chief Financial Officer
5. Ms. Poonam Chahal Head- Legal and Company Secretary

THE NOMINATION & REMUNERATION COMMITTEE CHARTER

Please refer to the document on ‘Nomination & Remuneration Committee(N&RC) Charter’ issued separately.

KEY PRINCIPLES OF THE REMUNERATION POLICY

While designing remuneration for Directors Key Managerial Personnel SeniorManagement the following set of principles act as guiding factors:

• Aligning key executive and board remuneration with the longer term interests ofthe company and its shareholders;

• Minimize complexity and ensure transparency;

• Link to Long Term Strategy as well as annual business performance of thecompany;

• Promotes a culture of meritocracy and is linked to key performance and businessdrivers;

• Reflective of line expertise market competitiveness so as to attract the besttalent;

• Delegation of any of the power to the secretary of the committee or any otherauthorised person.

REMUNERATION PAID TO WHOLE-TIME DIRECTORS/EXECUTIVE DIRECTORS/MANAGING DIRECTORS

The remuneration to be paid to Executive Directors shall be recommended by theNomination and Remuneration Committee and recommended to the Board for approval subjectto the subsequent approval by the shareholders at the general meeting and centralGovernment wherever required.

The remuneration to be paid to Executive Directors shall also be as per thepercentage/slabs/conditions laid down in the Articles of Association of the Company and asper the provision of the Act and the rules made thereunder.

Increments to the existing remuneration structure may be recommended by the Committeeto the Board which should be within the slabs approved by the Shareholders in the case ofExecutive Director. At the Board meeting only the Non-Executive-Independent Directors andthe Executive Directors (not interested in the resolution) shall participate in approvingthe remuneration paid to the Executive Directors. The remuneration to be arrived byconsidering various factors such as qualification experience expertise prevailingremuneration in the industry and the financial position in the company.

REMUNERATION POLICY STRUCTURE

The remuneration structure for the Executive Directors would include the followingcomponents: a BASIC SALARY

• Provides for a fixed per month base level remuneration to reflectthe scale anddynamics of business to be competitive in the external market

• Are set in the home currency of the Executive Director and reviewed annually

• Will be subject to an annual increase as per recommendations of the Nominationand Remuneration Committee and approval of the Board of Directors.

b COMMISSION

• Executive Directors will be allowed remuneration by way of commission which isin addition to the Basic Salary Perquisites and any other allowances benefits andamenities.

• Subject to the condition that the amount of commission shall not exceed 1% ofnet profit of the company in a particular

Financial Year in the manner referred in Sections 197 & 198 of Companies Act 2013.

• The amount of Commission shall be paid subject to recommendations of theNomination and Remuneration committee and approval of the Board of Directors.

c PERQUISITES AND ALLOWANCES

• A basket of Perquisites and Allowances would also form a part of theremuneration structure.

d CONTRIBUTION TO PROVIDENT AND OTHER FUNDS

In addition to the above the remuneration would also include:

• Contribution to Provident and Superannuation Funds

• Gratuity

e MINIMUM REMUNERATION

If in any Financial Year during the tenure of the Executive Directors thecompany has no profits or its profits are inadequate they shall be entitled to by way ofBasic Salary Perquisites allowances not exceeding the ceiling limit specified

Schedule V of the Companies Act 2013 and if it is not able to comply with suchprovisions with the previous approval of the Central Government. f PROVISIONS FOR EXCESSREMUNERATION: If any Executive Director draws or receives directly or indirectly by wayof remuneration any such sums in excess of the limits prescribed under the Act or withoutthe prior sanction of the Central Government where required he shall refund such sums tothe Company and until such sum is refunded hold it in trust for the Company. The Companyshall not waive recovery of such sum refundable to it unless permitted by the CentralGovernment.

g REMUNERATION TO NON-EXECUTIVE DIRECTOR & INDEPENDENT DIRECTOR OF THE COMPANY

The remuneration shall be fixed as per the conditions mentioned in the Articles ofAssociation of the Company and the

Companies Act 2013.

The Non-Executive-Independent Directors of the company may receive remuneration by wayof fees for attending meeting of the board or committees at such rate as may be decided bythe board which shall not exceed the limit prescribed by the Central Government from timeto time. An Independent Director shall not be entitled to any stock option of the Company.

REMUNERATION PHILOSOPHY FOR KEY MANAGERIAL PERSONNEL SENIOR MANAGEMENT & OTHEREMPLOYEES

The Remuneration for the Key Managerial Personnel Senior Management and otheremployees at the company would be guided by the external competitiveness and internalparity through annual benchmarking surveys.

Internally performance ratings of all the company’s employees would be spreadacross a normal distribution curve. The rating obtained by an employee will be used as aninput to determine variable and merit Pay increases. Variable and Merit Pay increase willbe calculated using a combination of individual performance and organizationalperformance. Grade wise differentiation in the ratio of variable and fixed pay as well asincrement percentage must be made.

Compensation can also be determined based on identified skill sets critical to successof Cantabil Retail India Limited. It is determined as per management review of marketdemand and supply.

GRADE STRUCTURE

Employees are assigned grades according to their qualifications and work experiencecompetencies as well as their roles and responsibilities in our organization. IndividualRemuneration within the appropriate grade and is based on following:

• An individual’s experience skill competencies and knowledge relevant tothe job; and

• An individual’s performance and potential contribution to the company.

Employee group Parameters to Focus
Leadership High Weightage to company performance & emphasis to Long Term Incentives and
Middle management High weightage to individual performance & lesser variable component.
Staff No Variable Fixed Income& some social security.
Workman No variable Fixed Income. Better than industry pay. Focus on Providing necessary and statutory benefits.

WORKMEN COMPENSATION

Workmen are paid wages in accordance to the settlement with the recognized union of theworkers as per best industry practices as applicable. Where there is no union workmenwages as per the best industry practice and applicable statutory compliances.

PERFORMANCE FRAMEWORK

With the objective of building a high performance culture at Cantabil Retail IndiaLimited PACE – Performance Appreciation & Competency Evaluation a newPerformance Measurement System (PMS) has been introduced. This system also ensures thefollowing:-

• Align organizational and individual Goals (KRA)

• Provide data for making critical decisions related to the employees

• Drive the right employee behaviors

• Support employee development

The goals are cascaded to the functional heads and from them to their reportingmanagers. This process is carried on right upto the lower levels. In this manner thecompany’s annual business goals are cascaded to the lower levels of the organization.Similarly the senior management’s performance also contingent on their leadershipguidance and also the achievement of the goals of their teams.

The employees are rated on the basis of achievements of these goals and also a definedcompetency framework. He weightages of these depend on the level within the organization.

MODIFICATION

The Audit Committee or the Board of Directors of the company can modify this Policyunilaterally at any time without notice.

Modification may be necessary among other reasons to maintain compliance with theregulations and/or accommodate organizational changes within the Company.

ANNEXURE – 5

POLICY FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

Regulatory Framework :

• The Companies Act 2013 requires performance evaluation of individual directorsincluding independent directors self evaluation of performance of the board of directors("Board") and the committees of the Board ("Committees").

• The listing regulations require that:

The Nomination Committee shall lay down the evaluation criteria for performanceevaluation of independent directors. The company shall disclose the criteria forperformance evaluation as laid down by the Nomination Committee in its AnnualReport."

Preface :

Independent directors are now confronted with complex oversight accountabilitycorporate performance and they might also have to endure greater personal risks andliability. Investors regulators stakeholders and the society at large are increasinglydemanding that boards demonstrate leadership control and deliver on theirresponsibilities and their company’s results – the expectation from the board isto go beyond compliance.

In this context it is often seen that despite illustrious names on boards they failto deliver on the expectations due to a variety of reasons including:

• Lack of clarity on the roles of directors and the board as a whole; roleambiguity slows decision-making and causes unnecessary director conflicts

• Poor process management hinders effective board preparation meeting managementand communications

• Lack of alignment and agreement on company strategy which hampers a board’sability to prioritize issues and set their near term agenda

• Weak team dynamics fracture boards and lead to power struggles

• Such failures underscore the fact that boards must be concerned with inaddition to organizational and management performance their own performance.

Companies today are facing scarcity of talented directors who demonstrate the rightskills courage and expertise.

With a view to improving performance and effectiveness progressive boards are nowincreasingly deploying board performance evaluation tools to identify areas of improvementbenchmarking themselves against leading practices. Realizing the trends and challengesthe regulators around the world have mandated board evaluations.

Evaluation:

As a member of the Board the performance of Independent Directors as well as theperformance of the Board as a whole and its Committees shall be evaluated annually.Evaluation of the performance of each Director shall be done by all other Directors. Theappointment and re appointment of Independent Directors on the Board shall be subject tothe outcome of the yearly evaluation process. An annual performance evaluation of anIndependent Director shall be carried out by all other Directors at the end of the

Financial Year in the form of questionnaire mentioned herein below:

S.No. Particulars
1. Is the attendance of Non-Executive-Independent Directors at meetings satisfactory?
2. Do the Non-Executive-Independent Directors show willingness to spend time and effort learning about the company and its business?
3. What has been their contribution to the development of (i) Strategy and (ii) risk management
4. How effectively have they followed up matters about which they have expressed concern?
5. How good are their relationship with other board members the company secretary and senior management?
6. Are they up-to-date with the latest developments in areas such as the Corporate Governance framework and financial reporting and in the industry and market conditions?
7. How well do they communicate with other board members senior management and others? (e.g. shareholders)
8. Can they present their views convincingly yet diplomatically?
9. Do they participate in discussion related to Internal Audit Report Cost Audit Report and Secretarial Audit Report?

ANNEXURE – 6 BOARD DIVERSITY POLICY

This Board Diversity Policy ("the Policy") for the Boards of Directors("the Board") of Cantabil Retail India Limited ("the Company") hasbeen formulated by the Board of Directors pursuant to Clause 49 of the Listing Agreementand is devised in consultation with the Nomination and Remuneration Committee (the"Committee") of the Board.

PURPOSE

This Policy sets out the Company’s approach to ensuring adequate diversity in itsBoard of Directors .

VISION

The Company recognizes and embraces the benefits of having a diverse Board to enhancethe quality of its performance.

SCOPE

• The Diversity in the Board is increasingly recognized by the government stockexchanges companies shareholders and other stakeholders as an essential component ofgood corporate governance that ultimately leads to better business success andsustainability.

• The Policy sets out the approach to have diversity on the Boards of the Companyin terms of thought experience knowledge perspective and gender in the Board.

• The Policy of the company applies to the Board only. It does not apply todiversity in relation to employees of the Company.

POLICY STATEMENT

The Company believes that a diverse board will enhance the decision making of the Boardby utilizing the difference in skills experience and background geographical andindustry experience ethnicity gender knowledge and length of services and otherdistinguishing qualities of the members of the Board. Diversity will be considered indetermining the optimum composition of the Board and all appointments will be based onmerit having due regard to the overall effectiveness of the Board. Nomination andRemuneration Committee of the Company is responsible for reviewing and assessing thecomposition of the Board and will make recommendations to the Board on the appointment ofnew directors.

VALUE STATEMENTS

• We believe diversity is important to board effectiveness because it willencourage a diversity of perspectives which we believe will fuel creativity andinnovation.

• We commit that appointments to the Board will be based on merit as well ascomplementing and expanding the skills knowledge and experience of the Board as a whole.

• We recognize and embrace the benefits of having a diverse Board and seeincreasing diversity at Board level as an essential element in maintaining a competitiveadvantage.

• A truly diverse Board will include and make good use of differences in theskills regional and industry experience background race gender and other qualities ofDirectors. These differences will be considered in determining the optimum composition ofthe Board and when possible should be balanced appropriately.

ESSENCE

The basic essence of policy of diversity is to provide a framework that should enablequalified people to be seen as potential directors when they might have otherwise beenoverlooked. They also encourage boards to recognize that ‘differences’ can beleveraged as assets. The ultimate objective is to have a board that offers a broad rangeof perspectives that are directly relevant to the business and organizational needs.

MEASURABLE OBJECTIVES

• The Committee will discuss and agree annually all measurable objectives forachieving diversity on the Board and recommend them to the Board for adoption. At anygiven time the Board may seek to improve one or more aspects of its diversity and measureprogress accordingly.

• For all Non-Executive Director appointments and where appropriate ExecutiveDirector appointments use open advertising or the services of external executive searchfirms to facilitate the search;

• Consider candidates from a wide range of backgrounds including those withoutpublic company board experience;

• Consider candidates on merit and against objective criteria and with due regardfor the benefits of diversity on the Board; and

• Ensure that the specification for a new Director is equally suited to bothfemale and male applicants.

The Board is committed to at least maintaining the level of female representation inthe medium-term whilst ensuring that diversity in its broadest sense remains a centralfeature of the Board. The Committee will discuss and agree measurable objectives forachieving diversity on the Board and recommend them to the Board for adoption.

REVIEW OF THE POLICY

The Board and Nomination and Remuneration Committee will conduct an annual review ofthis policy (which will include a review of the effectiveness of the policy) discuss anyrequired changes and make recommendations on any proposed changes to the

Board to complement the Company's objectives and strategy.

APPROVAL

Company Policy Owner: The Board of Directors of Cantabil Retail India Limited
Contact Person: Poonam Chahal Company Secretary

DISCLOSURE OF THE POLICY

The Policy will be uploaded on the Company’s website for public information. Asummary of the Policy together with the measurable objectives set for implementing thisPolicy and the progress made towards achieving those objectives will be disclosed in theCorporate Governance Report annually.

KEY NOTES

Term Definition
Diversity Includes differences that relate to gender age ethnicity disability sexual orientation and cultural background. In addition Diversity also includes differences in background and life experience communication styles interpersonal skills education functional expertise and problem solving skills.
Measurable Objectives The measurable objectives for achieving Diversity on the Board of Cantabil Retail India Limited set by the Board in accordance with this policy.

ANNEXURE – 7 RISK MANAGEMENT POLICY

Introduction

This is in compliance with clause 49 of Listing Agreement. Cantabil Retail IndiaLimited (the Company) recognizes risk management as an integral component of goodcorporate governance and fundamental in achieving its strategic and operationalobjectives. It improves decision- making defines opportunities and mitigates materialevents that may impact shareholder/ stakeholder value.

BACKGROUND

This document lays down the framework of Risk Management at Cantabil Retail IndiaLimited and defines same. This document shall be under the authority of the Board ofDirectors of the Company. It seeks to identify risks inherent in any business operationsof the Company and provides guidelines to define risks.

Risk Strategy

A company is exposed to variety of risks in the course of its business activities. Riskmanagement therefore forms a central element in the management of the company and isgeared to target management of risk with a view to securing present and future potentialfor success and avoiding preventing countering and minimizing risk. We only enter intoentrepreneurial risks if we are convinced that they can generate a sustained rise in thevalue of the company and that we are able to control any possible implications.

Risk Management

Risk Management is the identification and measurement of risks which can affect theorganization and implementation of strategy for monitoring controlling and mitigation ofthese risks by systematic actions in a planned manner. The Company has constituted a RiskManagement Committee to monitor and review the risk management activities of the Companyon regular basis. The Committee comprises of the Board of Directors and Senior ManagementPersonnel of the Company. The framework for risk assessment and minimization thereto hasbeen evaluated and company takes adequate measures for mitigating such assessed risk.

Constitution of Risk Management Committee

The Board of Directors has the power to constitute/ reconstitute the Committee fromtime to time in order to make it consistent with the Company’s policy and applicablestatutory requirements. At present the Risk Management Committee comprises of followingMembers:

1. Mr. Lalit Kumar Chairman

2. Mr. Arun Kumar Roopanwal Member

3. Mr. Vijay Bansal Member

Roles and Responsibilities

The roles and responsibilities of Risk Management Committee are as follows:

1. Providing a framework that enables future activities to take place in a consistentand controlled manner

2. Improving decision making planning and prioritization by comprehensive andstructured understanding of business activities volatility and opportunities/ threats

3. Contributing towards more efficient use/ allocation of the resources within theorganization

4. Protecting and enhancing assets and company image

5. Reducing volatility in various areas of the business

6. Developing and supporting people and knowledge base of the organization.

7. Optimizing operational efficiency

8. Identification &Assessment of Risks

9. Minimization of Risks by adopting various measures

Regulatory Framework

Risk Management Policy is framed as per the following regulatory requirements:

A. COMPANIES ACT 2013

1. Provisions of the Section 134(3)

There shall be attached to financial statements laid before a company in generalmeeting a report by its Board of Directors which shall include- (n) a statementindicating development and implementation of a risk management policy for the companyincluding identification therein of elements of risk if any which in the opinion of theBoard may threaten the existence of the company.

2. Section 177(4) stipulates:

Every Audit Committee shall act in accordance with the terms of reference specified inwriting by the Board which shall inter alia include-

(vii) evaluation of internal financial controls and risk management systems.

3. SCHEDULE IV [Section 149(8)]

Code For Independent Directors

B. CLAUSE 49 (VI) OF THE LISTINg AgREEMENT

The company shall lay down procedures to inform Board members about the risk assessmentand minimization procedures.

C. The Board shall be responsible for framing implementing and monitoring the riskmanagement plan for the company.

D. The company through its Board of Directors shall constitute a Risk ManagementCommittee. The Board shall define the roles and responsibilities of the Risk ManagementCommittee and may delegate monitoring and reviewing of the risk management plan to thecommittee and such other functions as it may deem fit.

ANNEXURE –8

Form No. AOC-2

(Pursuant to clause (h) of sub-Section (3)of Section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-Section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

SL. NO. Name(s) of the related party and nature of relationship (a) Nature of contracts/ar- rangements/ transactions (b) Duration of the con- tracts/ ar- rangements/ transactios (c) Salient terms of the contracts or arrange- ments or transactions including the value if any (d) Justification for entering into such contracts or arrange- ments or transactions (e) date(s) of approval by the Board (f) Amount paid as advances if any (g) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188 (h)
All transactions are made at Arm’s Length Basis.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

SL. NO. Name(s) of the related party and nature of relationship (a) Nature of contracts/ arrange- ments/ transac- tions (b) Duration of the contracts/ arrangements/ transactios (c) Salient terms of the contracts or ar- rangements or transactions including the value if any (d) date(s) of approval by the Board (e) Amount paid as advances if any (f)
1. M/s Drishti Enterprises Relation : Wife of Mr. Anil Bansal (Director) is the proprietor Receiv- ing of Services (Job Work) 1 (one) Year - Exclusive fabricator/job worker of the company 14/08/2014 NIL
- Goods/fabric will remain exclusive property of the company
- Fabricator/job worker shall keep the manufacturing unit insured adequately
- Duration : 01/04/2015 to 31/03/2016
-Value : Rs. 10000000
2. M/s Balaji Ap- parel Relation : Father of Mr. Anil Bansal (Director) is the proprietor Receiv- ing of Services (Job Work) 1 (one) Year - Exclusive fabricator/job worker of the company 14/08/2014 NIL
- Goods/fabric will remain exclusive property of the company
- Fabricator/job worker shall keep the manufacturing unit insured adequately
- Duration : 01/10/2014 to 30/09/2016
- Value : Rs. 36000000
3. M/s Balaji International Clothing Relation : Mr. Anil Bansal (Director) is the proprietor Fran- chisee Services 1 (one) Year -The selling agent shall manage the showroom exclusively for storage display and marketing of readymade garments 14/08/2014 NIL
- the company shall be in the exclusive possession of the showroom
- The selling agent shall not remove the stock or any other belongings of the Company without the prior written permission of the company.
- Duration : 01/04/2015 to 31/03/2016
- Value : Rs. 2500000
4. M/s Anil Bansal- HUF Relation : Mr. Anil Bansal (Director) is the proprietor Receiv- ing of Services (Selling Agent) 1 (one) Year - The selling agent shall manage the showroom exclusively for storage display and marketing of readymade garments 14/08/2014 NIL
- the company shall be in the exclusive possession of the showroom
- The selling agent shall not remove the stock or any other belongings of the Company without the prior written permission of the company.
- Duration : 01/04/2015 to 31/03/2016
- Value :1500000
5. Mrs. Megha Bansal Relation : Wife of Mr. Deepak Bansal (Direc- tor) Salary 5 (Five) Years - Basic Pay is increased to Rs. 100000 per month 26/05/2014 NIL
- Designation : appointed as Deputy General Manager – Finance
- she is also entitled to allowances & perquisites
Daughter-in- law of Mr. Vijay Bansal (Manag- ing Director) - shall also be entitled to a gratuity for half month’s salary for each completed year.
6. Mr. Deepak Bansal Relation: Director of the Company Agreement to sell N.A. - Sale of Property-WZ-50 situated at vil- lage Shakurpur Delhi. 12/02/2015 NIL
- If Mr. Deepak Bansal infringes the Terms & Conditions of the agreement then the company shall be entitled to get the transaction enforced through court of law
- If the Company infringes the Terms & Conditions of the agreement then Mr. Deepak Bansal has the right to forfeit the earnest money.
- The Agreement is irrevocable.
- Total sale consideration is Rs. 5 crores.

ANNEXURE –9

PARTICULARS OF LOANS gUARANTEES OR INVESTMENTS UNDER Section 186

Name of the entity Relation Amount Particulars of loans guarantees and investments Purpose for which the loan guarantee and investment are proposed to be utilised
(Rupees in Lacs)
M/s Ambika Steel Limited Business Association 135.12 Inter-Corporate Deposit Business Purpose
M/s Nova Iron & Steel Co. Ltd. - 0.24 Investment in Equity Shares Cash Management
HDFC Equity Fund - 1.30 Investment in Equity of Mutual Fund Cash Management
IDFC Imperial Equity Fund - 0.10 Investment in Equity of Mutual Fund Cash Management

ANNEXURE –10 FORM NO. MgT 9 EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L74899DL1989PLC034995
2. Registration Date 09/02/1989
3. Name of the Company CANTABIL RETAIL INDIA LIMITED
4. Category/Sub-category of the Company Limited By Shares
Company
5. Address of the Registered office & contact details Address : B-16 Ground Floor Industrial Area Lawrence Road Delhi –
110035
Contact Details : Tel. No. - 011-27156381/82
E-mail - poonam@cantabilinternational.com
Website - www.cantabilinternational.com
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any Name : M/s Beetal Financial & Computer Services (P.) Ltd.
Address : Beetal House 3rd floor 99 Madangir Behind Local Shopping
Centre Near Dada Harsukhdas Mandir New Delhi-110062.
Contact Detaiis : Tel. No. - 011-29961281
E-mail ID - beetalrta@gmail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated):

S. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Manufacture of all types of textile garments and clothing accessories 14101 79.87
2 Retail sale of readymade garments hosiery goods other articles of clothing and clothing accessories such as gloves ties braces etc 47711 20.13

III. PARTICULARS OF HOLDINg SUBSIDIARY AND ASSOCIATE COMPANIES -

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

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
N.A.

VI. SHARE HOLDINg PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year [As on
Category of Shareholders

[As on 31-March-2014]

31-March-2015]

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/ HUF 10163743 - 10163743 62.25 10957277 - 10957277 67.11 4.86
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Total shareholding of Promoter (A) 10163743 - 10163743 62.25 10957277 - 10957277 67.11 4.86
B. Public
Shareholding
1. Institutions - - - - - - - - -
a) Mutual Funds - - - - - - - - -
b) Banks / FI 1498785 - 1498785 9.18 1177947 - 1177947 7.21 -1.97
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):-

1498785

-

1498785

9.18

1177947

-

1177947

7.21

-1.97

2. Non-Institutions
a) Bodies Corp.
i) Indian 1284577 - 1284577 7.87 1679773 - 1679773 10.29 2.42
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 2109921 881 2110802 12.93 1702294 721 1703015 10.43 -2.5
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 868661 - 868661 5.32 416925 - 416925 2.55 -2.77
c) Others (specify)
Non Resident Indians 82599 - 82599 0.51 272736 - 272736 1.67 1.16
Overseas Corporate - - - - - - - - -
Bodies

 

No. of Shares held at the beginning of the year No. of Shares held at the end of the year [As on
Category of Shareholders [As on 31-March-2014] 31-March-2015]
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
Foreign Nationals - - - - - - - - -
Clearing Members 3418 - 3418 0.02 2315 - 2315 0.01 -0.01
Trusts - - - - - - - - -
Foreign Bodies - D R - - - - - - - - -
HUF 315023 - 315023 1.93 117620 - 117620 0.72 1.21
Sub-total (B)(2):- 4664199 881 4665080 28.57 4191663 721 4192384 25.68 2.89
Total Public
Shareholding (B)=(B)
(1)+ (B)(2) 6162984 881 6163865 37.75 5369610 721 5370331 32.89 4.86
C. Shares held by - - - - - - - - -
Custodian for GDRs & ADRs
Grand Total (A+B+C) 16326727 881 16327608 100 16326887 721 16327608 100 0.00

B) Shareholding of Promoter-

Shareholding at the beginning of the year Shareholding at the end of the year
Shareholder’s Name No. of Shares % of total Shares of the company %of Shares Pledged / en- cumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / en- cumbered to total shares % change in shareholding during the year
1 SWATI GUPTA 1160 0.01 0.00 160 0.00 0.00 0.01
2 MEGHA BANSAL 152333 0.93 0.00 193733 1.19 0.00 0.26
3 VIJAY BANSAL HUF 393385 2.41 0.00 413385 2.53 0.00 0.12
4 DEEPAK BANSAL 1233601 7.56 0.00 1901735 11.65 0.00 4.09
5 SUSHILA BANSAL 2801674 17.16 0.00 2811674 17.22 0.00 0.06
6 VIJAY BANSAL 5581590 34.18 0.00 5636590 34.52 0.00 0.34

C) Change in Promoters’ Shareholding (please specify if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the year
S. NO Particulars No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Swati Gupta
At the beginning of the year 1160 0.01 1160 0.01
Bought during the year - - - - Disposal
Sold during the year 1000 0.01 160 0.00
At the end of the year 160 0.00 160 0.00
2 Megha Bansal
At the beginning of the year 152333 0.93 152333 0.93
Bought on 12/03/2015 41400 0.25 193733 1.18 Acquisition
Sold during the year - - - -
At the end of the year 193733 1.18 193733 1.18
3. Vijay Bansal – HUF
At the beginning of the year 393385 2.41 393385 2.41
Bought on 25/02/2015 20000 0.12 413385 2.53 Acquisition
Sold during the year - - - -
At the end of the year 413385 2.53 413385 2.53
4. Deepak Bansal
At the beginning of the year 1233601 7.56 1233601 7.56
Bought during the year:
20/01/2015 394534 2.41 1628135 9.97 Acquisition
25/02/2015 215000 1.31 1843135 11.28
12/03/2015 58600 0.37 1901735 11.65
Sold during the year - - - -
At the end of the year 1901735 11.65 1901735 11.65
5. Sushila Bansal
At the beginning of the year 2801674 17.16 2801674 17.16
Bought on 25/02/2015 10000 0.06 2811674 17.22 Acquisition
Sold during the year - - - -
At the end of the year 2811674 17.22 2811674 17.22
6. Vijay Bansal
At the beginning of the year 5581590 34.18 5581590 34.18
Bought on 25/02/2015 55000 0.34 5636590 34.52 Acquisition
Sold during the year - - - -
At the end of the year 5636590 34.52 5636590 34.52

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of gDRs and ADRs):

S. NO For Each of the Top 10 Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company Reason
SHAREHOLDINg FOR THE PERIOD – 01/04/2014 TO 31/03/2015
1. Punjab National Bank
At the beginning of the year 1083748 6.64 1083748 6.64
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 1083748 6.64 1083748 6.64
2. Felex Enterprises Private Limited
At the beginning of the year 311500 1.91 311500 1.91
Bought during the year - - - -
Sold during the year - - - -
At the end of the year 311500 1.91 311500 1.91
3. Arch Finance Limited
At the beginning of the year 255000 1.56 255000 1.56
Bought / Sold during the year :
30/05/2014

214924

1.32

469924

2.88

Acquisition

20/06/2014

-1000

0.0061

468924

2.87

Disposal

30/06/2014

76

0.00047

469000

2.87

Acquisition

18/07/2014

14422

0.088

483422

2.97

Acquisition

08/08/2014

50

0.00031

483472

2.96

Acquisition

15/08/2014

1075

0.0066

484547

2.97

Acquisition

22/08/2014

-847

0.0052

483700

2.96

Disposal

12/09/2014

1301

0.0080

485001

2.97

Acquisition

16/01/2014

10999

0.067

496000

3.04

Acquisition

27/02/2015

- 9091

0.056

486909

2.98

Disposal

13/03/2015

39788

0.243

526697

3.23

Acquisition

20/03/2015

-40788

0.25

485909

2.98

Disposal

At the end of the year 485909 2.98 485909 2.98
4. Vaishalli Arya
At the beginning of the year 201944 1.27 201944 1.27
Bought / Sold during the year:
16/01/2015 85276 0.52 287220 1.76 Acquisition
27/02/2015 -9387 0.057 277833 1.70 Disposal
At the end of the year 277833 1.70 277833 1.70
5. Spa Securities Ltd
At the beginning of the year 140000 0.86 140000 0.86
Bought/Sold during the year:
27/02/2015 336 0.0021 140336 0.86 Acquisition
06/03/2015 -100 0.0006 140236 0.86 Disposal
At the end of the year 140236 0.86 140236 0.86
6. Allahabad Bank
At the beginning of the year 86672 0.53 86672 0.53
Bought during the year - - - -
Sold On 16/01/2015 -3300 0.020 83372 0.50 Disposal
At the end of the year 83372 0.50 83372 0.50
7. Religare Finvest Ltd
At the beginning of the year 75000 0.46 75000 0.46
Bought on 31/03/2015 110000 0.67 185000 1.13 Acquisition
Sold during the year - - - -
At the end of the year 185000 1.13 185000 1.13
SHAREHOLDING FOR THE PERIOD – 01/04/2014 TO 31/12/2014
8. Dinesh goyal
At the beginning of the year 103074 0.63 103074 0.63
Bought during the year - - - - No Transaction
Sold during the year - - - -
At 31/12/2014 103074 0.63 103074 0.63
9. Anita goyal
At the beginning of the year 100000 0.61 100000 0.61
Bought during the year - - - - No Transaction
Sold during the year - - - -
At 31/12/2014 100000 0.61 100000 0.61
10. Dhampur Alco-Chem Limited
At the beginning of the year 100000 0.61 100000 0.61
Bought during the year - - - - Disposal
Sold on 30/05/2014 -100000 0.61 -100000 0.61
At 30/05/2014 - - - -
11. Shankar Somani
On 30/05/2014 114472 0.70 114472 0.70
Bought / Sold during the year :
20/06/2014

30996

0.19

145468

0.89

Acquisition

30/06/2014

32619

0.20

178087

1.09

Acquisition

25/07/2014

39902

0.24

217989

1.33

Acquisition

01/08/2014

4766

0.029

222755

1.36

Acquisition

08/08/2014

28838

0.18

251593

1.54

Acquisition

15/08/2014

39

0.0002

251632

1.54

Acquisition

22/08/2014

72728

0.45

324360

1.98

Acquisition

10/10/2014

10111

0.062

334471

2.05

Acquisition

17/10/2014

30799

0.19

365270

2.24

Acquisition

07/11/2014

18542

0.11

383812

2.35

Acquisition

14/11/2014

13896

0.085

397708

2.44

Acquisition

05/12/2014

2292

0.014

400000

2.45

Acquisition

At 31/12/2014 400000 2.45 400000 2.45
12. JM Financial Commtrade Limited
On 01/01/2015 65294 0.40 65294 0.40
Bought during the year - - - - No Transaction
Sold during the year - - - -
At the end of the year 65294 0.40 65294 0.40
13. Rajeev Jawahar
On 01/01/2015 59488 0.36 59488 0.36
Bought / Sold during the year :
23/01/2015

1505

0.0092

60993

0.37

Acquisition

27/02/2015

32465

0.20

93458

0.57

Acquisition

06/03/2015

3000

0.018

96458

0.59

Acquisition

20/03/2015 152 0.001 96610 0.59 Acquisition
37/03/2015 4703 0.029 101313 0.62 Acquisition
At the end of the year 101313 0.62 101313 0.62
14. Usha D Shah
On 01/01/2015 58826 0.36 58826 0.36
Bought during the year - - - - No Transaction
Sold during the year - - - -
At the end of the year 588260 0.36 588260 0.36

E) Shareholding of Directors and Key Managerial Personnel:

S.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

NO Particulars No. of shares % of total shares of the company No. of shares % of total shares of the company Reason
1 Vijay Bansal
At the beginning of the year 5581590 34.18 5581590 34.18
Bought on 25/02/2015 55000 0.34 5636590 34.52 Acquisition
Sold during the year - - - -
At the end of the year 5636590 34.52 5636590 34.52
2. Deepak Bansal
At the beginning of the year 1233601 7.56 1233601 7.56
Bought during the year:
20/01/2015

394534

2.41

1628135

9.97

Acquisition

25/02/2015

215000

1.31

1843135

11.28

Acquisition

12/03/2015

58600

0.37

1901735

11.65

Acquisition

Sold during the year - - - -
At the end of the year 1901735 11.65 1901735 11.65
3. Anil Bansal
At the beginning of the year 160 0.00098 160 0.00098
Bought on 25/02/2015 - - - -
Sold during the year - - - -
At the end of the year 160 0.00098 160 0.00098
4. Lalit Kumar
At the beginning of the year - - - -
Bought on 25/02/2015 - - - - Nil Holding
Sold during the year - - - -
At the end of the year - - - -
5. Arun Kumar Roopanwal
At the beginning of the year - - - -
Bought on 25/02/2015 - - - - Nil Holding
Sold during the year - - - -
At the end of the year - - - -
6. Renu Jagdish
At the beginning of the year - - - -
Bought on 25/02/2015 - - - - Nil Holding
Sold during the year - - - -
At the end of the year - - - -
7. Rajesh Rohilla
At the beginning of the year - - - -
Bought on 25/02/2015 - - - - Nil Holding
Sold during the year - - - -
At the end of the year - - - -
8. Poonam Chahal
At the beginning of the year - - - -
Bought on 25/02/2015 - - - - Nil Holding
Sold during the year - - - -
At the end of the year - - - -

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the
Financial Year
i) Principal Amount 308868122 - - 308868122
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 308868122 - - 308868122
Change in Indebtedness during the Financial
Year
* Addition 42497034 - - 42497034
* Reduction - - - -
Net Change 42497034 - - 42497034
Indebtedness at the end of the Financial Year
i) Principal Amount 351365157 - - 351365157
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 351365157 - - 351365157

VI. REMUNERATION OF DIRECTORS AND KEY MANAgERIAL PERSONNEL-

A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Mr. Vijay Mr. Deepak Mr. Anil (Rupees)
Bansal Managing Director Bansal Whole-Time director Bansal Whole-Time director
1 Gross salary 3552200 2994830 360000 6907030
(a) Salary as per provisions contained in 3495000 2860000 360000 6715000
Section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax 57200 134830 - 192030
Act 1961
(c) Profits in lieu of salary under Section - - - -
17(3) Income- tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission NIL
-as%
- others specify…
Total (A) 3552200 2994830 360000 6907030
Ceiling as per the Act 4200000 4200000 4200000 12600000

B. REMUNERATION TO OTHER DIRECTORS

SN. Particulars of Remuneration

Name of Directors

Total Amount
Mr. Lalit Dr. Arun Mrs. Renu Mr. Brij (Rupees)
Kumar Kumar Roopanwal Jagdish Mohan Aggarwal
1 Independent Directors
Fee for attending board committee meetings

160000

160000

120000

40000

480000

Commission

NIL

NIL

NIL

NIL

NIL

Others please specify

NIL

NIL

NIL

NIL

NIL

Total (1) 160000 160000 120000 40000 480000
2 Other Non-Executive Directors
Fee for attending board committee meetings

NIL

NIL

NIL

NIL

NIL

Commission

NIL

NIL

NIL

NIL NIL
Others please specify

NIL

NIL

NIL

NIL

NIL

Total (2)

NIL

NIL

NIL

NIL

NIL

Total (B)=(1+2) 160000 160000 120000 40000 480000
Total Managerial Remuneration 160000 160000 120000 40000 480000
Overall Ceiling as per the Act 100000 per 100000 per 100000 per 100000 per 400000 per
meeting meeting meeting meeting meeting

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN. Particulars of Remuneration Key Managerial Personnel
CS CFO Total (Rupees)
CEO Ms. Poonam Mr. Rajesh
Chahal Rohilla
1 Gross salary 1045200 2126600 3171800
(a) Salary as per provisions contained in 1045200 2126600 3171800
Section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax - - -
Act 1961
(c) Profits in lieu of salary under Section - - -
17(3) Income-tax Act 1961 NOT
2 Stock Option

APLICABLE

NIL

NIL

NIL
3 Sweat Equity

NIL

NIL

NIL

4 Commission

NIL

NIL

NIL
-as% NIL NIL NIL
others specify…

NIL

NIL

NIL

5 Others please specify

NIL

NIL

NIL

Total 1045200 2126600 3171800

VII. PENALTIES / PUNISHMENT/ COMPOUNDINg OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty N.A. N.A. N.A. N.A. N.A.
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding N.A. N.A. N.A. N.A. N.A.
B. DIRECTORS
Penalty N.A. N.A. N.A. N.A. N.A.
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding N.A. N.A. N.A. N.A. N.A.
C. OTHER OFFICERS IN DEFAULT
Penalty N.A. N.A. N.A. N.A. N.A.
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding N.A. N.A. N.A.

N.A.

N.A.

ANNEXURE – 11

INTERNAL FINANCIAL CONTROL POLICY CANTABIL RETAIL INDIA LIMITED

INTRODUCTION

The Board of Directors of CANTABIL RETAIL INDIA LIMITED has adopted the InternalFinancial Control Policy pursuant to

Section 134(5)(e) of the Companies Act 2013 which requires the Board of every ListedCompany to lay down Internal Financial Control Policy to be followed by the Company whichhelps in ensuring the orderly and efficient conduct of its business including adherenceto Company’s policies the safeguarding of its assets the prevention and detectionof frauds and errors the accuracy and completeness of the Accounting records and timelypreparation of reliable financial information.

DEFINITIONS

"Audit Committee" means Committee of Board of Directors of the Companyconstituted under the provisions of the Companies Act 2013 and the Listing agreement."Board of Directors" or "Board" in relation to a Company means thecollective body of Directors the Company. [Section 2(10) of the Companies Act 2013]

"Books or Books of account" as per sub-Section (12A) of Section 2 of IncomeTax Act 1961 means "Books or Books of account includes ledgers day-books cashbooks account-books and other books whether kept in written form or as print-outs ofdata stored in floppy disc tape or any other form of electro-magnetic data storagedevice."

"Financial Statement" as per Section 2(40) of Companies Act 2013 in relationto a Company means a Statement which includes

(i) a balance sheet as at the end of the Financial Year;

(ii) a profit and loss account or in the case of a company carrying on any activitynot for profit an income and expenditure account for the Financial Year;

(iii) cash flow statement for the FinancialYear;

(iv) a statement of changes in equity if applicable; and

(v) any explanatory note annexed to or forming part of any document referred to insub-clause (i) to sub-clause (iv):

"Internal Financial Control" as per Section 134(5)(e) of Companies Act 2013means" the policies and procedures adopted by the

Company for ensuring the orderly and efficient conduct of its business includingadherence to company’s policies the safeguard of its assets the prevention anddetection of its frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information."

"Policy" means "Internal Financial Control Policy."

OBJECTIVES

The objectives of this Policy are:

• To mitigate risks and provide reasonable assurance that operations are efficientand effective assets are safeguarded.

• Financial reporting is accurate and reliable.

• To ensure Company’s resources are used prudently and in an efficienteffective and economical manner.

• Resources of the Company are adequately managed through effective internalcontrols.

• A framework for an effective internal control system which conveys to managersthat they are responsible for ensuring that internal controls are established documentedmaintained and adhered to across the Company and to all Employees that they areresponsible for adhering to those internal controls.

• To ensure the propriety of transactions information integrity compliance withregulations and achievement of Company’s objectives through operational efficiency.

ELEMENTS OF INTERNAL CONTROL FRAMEWORK

The essential elements of an effective internal financial control framework are:

Structure and culture of Organization;

• Delegations of Authority;

• Policies and procedures;

• Trained and properly qualified staff;

• Information Technology controls;

• Review process e.g. internal audit;

• Liaison with auditors and legal advisors;

• Senior Management compliance assurance;

• Risk identification and assessment.

KEYNOTES ON INTERNAL CONTROL POLICY

Internal Controls include reviews of the following areas:

Senior management to be responsible for establishment of overall policies and activeoversight of parameters and controls.

Internal audit to ensure that independent assessments are made encompassingfunctioning of various compliances under various statutes and Rules & Regulationsframed there under adequate systems and procedures are at place for physical verificationof stocks of raw materials finished goods stores and spare parts work- in-progressfixed assets and other assets proper books of accounts vouchers along with supports andother documents are maintained confirmation of balances from debtors creditors and otherparties are obtained periodically/ at year end and proper systems and procedures are atplace for internal control at various departments.

Operational risks including segregation of duties checks and balances protection ofcustomer funds and securities operating systems management information systemsmanagement reporting front and back office operations contingency planning and disasterrecovery.

And finally to ensure that new products and activities are assimilated into the riskmanagement system in a timely and appropriate manner.

FOR EFFECTIVE FINANCIAL CONTROL The Board Of Directors And Senior Management ShallEnsure:

• Physical verification of inventories at reasonable intervals.

• Physical verification of all FixedAssets at reasonable intervals

• Adequate Internal Control procedure are at place for maintaining proper recordsin respect of sale/purchase of goods and services.

• All undisputed statutory dues including provident fund Investor EducationProtection Fund Employee State Insurance Income Tax Sales Tax Service Tax CustomDuty Excise Duty Rates and Taxes and other Statutory dues are paid within the prescribedtime.

• Funds availed on short term basis are not used for long term investment.

• The funds raised through Public issue Right issue Preferential/Privateplacement shall be used for the purposes as stated in Prospectus/Offer Letter.

• The Company shall comply with all applicable Statutory Laws Rules andRegulations.

• No loan or deposits exceeding Rs. 20000/- or more are taken or accepted fromany person otherwise than by an account payee cheque or account payee bank draft (Section269 SS of income tax act 1961).

• No loan or deposits exceeding Rs. 20000/- or more are repaid otherwise than byan account payee cheque or account payee bank draft (Section 269 T of Income Tax Act1961).

• No expenditure exceeding 20000/- is made otherwise than by an account payeecheque or account payee bank draft (Section 40 A(3) of Income Tax Act 1961).

ACCOUNTINg POLICIES

The Financial Statement will be prepared in accordance with Indian Generally AcceptedAccounting Principles ("GAAP") under the historical cost convention followed(except for certain revalued fixed assets) on the accounting and recognizes income andexpenditure on accrual basis except those with significant uncertainties.

The Company may adopt Accounting Policies to provide for:

• Methods of depreciation depletion and amortization.

• Valuation of inventories

• Treatment of goodwill

• Valuation of investments

• Treatment of retirement benefits

• Recognition of profit on long- term contracts

• Valuation of fixed assets

• Treatment of contingent liabilities

BALANCE SHEET

The balance Sheet and Statement of Profit and Loss of the Company shall be inaccordance with Schedule III of Companies

Act 2013.

REGULATORY FRAMEWORK UNDER COMPANIES ACT 2013

DEFINITION

"Books of Account" as per Section 2(13) of Companies Act 2013 includesrecords maintained in respect of—

(i) all sums of money received and expended by a company and matters in relation towhich the receipts and expenditure take place; (ii) all sales and purchases of goods andservices by the company; (iii) the assets and liabilities of the company; and (iv) theitems of cost as may be prescribed under Section 148 in the case of a company whichbelongs to any class of companies specified under that Section.

1. Provision of the Section 128 of Companies Act 2013:

Every company shall prepare and keep at its registered office books of account andother relevant books and papers and financial statement for every Financial Year and suchbooks shall be kept on accrual basis and according to the double entry system ofaccounting Provided that all or any of the books of account aforesaid and other relevantpapers may be kept at such other place in India as the Board of Directors may decide andwhere such a decision is taken the company shall within seven days thereof file withthe Registrar a notice in writing giving the full address of that other place: Providedfurther that the company may keep such books of account or other relevant papers inelectronic mode in such manner as may be prescribed. [Sub-Section (1) of Section 128] .

2. Provision of the Section 129 of Companies Act 2013:

The financial statements of the Company shall give a true and fair view of the state ofaffairs of the Company and shall comply with the accounting standards as notified underSection 133 and shall be in the form as may be provided in Schedule III.[ Sub-Section (1)of Section 129] Without Prejudice to sub-Section (1) where the financial statements of theCompany do not comply with the accounting standards referred to in sub-Section (1) thecompany shall disclose in its financial statements accounting standards the reasons forsuch deviation and the financial effects if any arising out of such deviation.[sub-Section(5) of Section 129].

3. Provisions of the Section 134 of the Companies Act 2013:

(1) The financial statement including consolidated financial statement if any shallbe approved by the Board of Directors before they are signed on behalf of the Board atleast by the chairperson of the company where he is authorised by the

Board or by two directors out of which one shall be managing director and the ChiefExecutive Officer if he is a director in the company the Chief Financial Officer and thecompany secretary of the company wherever they are appointed for submission to theauditor for his report thereon.

(2) The auditors’ report shall be attached to every financial statement.

(3) There shall be attached to statements laid before a company in general meeting areport by its Board of Directors which shall include— (a) the extract of the annualreturn as provided under sub-Section (3) of Section 92; (b) number of meetings of theBoard; (c) Directors’ Responsibility Statement; (d) a statement on declaration givenby independent directors under sub-Section (6) of Section 149; (e) in case of a companycovered under sub-Section (1) of Section 178 company’s policy on directors’appointment and remuneration including criteria for determining qualifications positiveattributes and other matters provided under sub-Section (3) of Section 178;

(f) Explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made

(i) by the auditor in his report; and (ii) by the company secretary in practice in hissecretarial audit report; (g) particulars of loans guarantees or investments underSection 186;

(h) particulars of contracts or arrangements with related parties referred to insub-Section (1) of Section 188 in the prescribed form; (i) the state of the company’saffairs; (j) the amounts if any which it proposes to carry to any reserves; (k) theamount if any which it recommends should be paid by way of dividend;

(l) material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the Financial Year of the company to whichthe financial statements relate and the date of report; (m) the conservation of energytechnology absorption foreign exchange earnings and outgo in such manner as may beprescribed; (n) a statement indicating development and implementation of a risk managementpolicy for the company including identification therein of elements of risk if any whichin the opinion of the Board may threaten the existence of the company; (o) the detailsabout the policy developed and implemented by the company on corporate socialresponsibility initiatives taken during the year; (p) in case of a listed company andevery other public company having such paid-up share capital as may be prescribed astatement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual directors;

(q) such other matters as may be prescribed

(4) The report of Board of Directors shall be attached to the financial statementsunder this sub-Section.

(5) The Directors’ Responsibility Statement referred to in clause (c) ofsub-Section (3) shall state that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the Financial Year and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

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

(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. (6)A signed copy of every financial statement including consolidated financial Statement ifany shall be issued circulated or published along with a copy each of—

(a) any notes annexed to or forming part of such financial statement;

(b) the auditor’s report; and

(c) the Board’s report referred to in sub-Section (3).

RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014

The Board’s Report shall be prepared based on the stand alone financialstatementsof the company and the report shall contain a separate Section wherein a report on theperformance and financial position of each of the subsidiaries associates and jointventure companies included in the consolidated financial statement is presented.[Rule8(1)] .

4. Provisions of the Section 177 of the Companies Act 2013:

The Audit Committee assists the Board in the discharge of its duties regarding theGroup’s financial statements accounting policies and the maintenance of propersystems of risk management and internal control.

Every Audit Committee shall act in accordance with the terms of reference specified inwriting by the Board which shall inter alia include— (i) the recommendation forappointment remuneration and terms of appointment of auditors of the company; (ii) reviewand monitor the auditor’s independence and performance and effectiveness of auditprocess;

(iii) examination of the financial statement and the auditors’ report thereon;

(iv) approval or any subsequent modification of transactions of the company withrelated parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company wherever it is necessary; vii)evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and relatedmatters.

The Audit Committee may call for the comments of the auditors about internal control scope of audit including the observations of the auditors and review of financialstatement before their submission to the Board and may also discuss any related issueswith the internal and statutory auditors and the management of the company.

INTERNAL AUDIT

Provisions of the Section 138 of the Companies Act 2013:

Company shall be required to appoint an internal auditor who shall either be achartered accountant or a cost accountant or such other professional as may be decided bythe Board to conduct internal audit of the functions and activities of the company.(Sub-Section 1 of Section 138)

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