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Cantabil Retail India Ltd.

BSE: 533267 Sector: Industrials
NSE: CANTABIL ISIN Code: INE068L01016
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OPEN 398.00
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VOLUME 1036
52-Week high 460.70
52-Week low 287.45
P/E 65.82
Mkt Cap.(Rs cr) 636
Buy Price 389.90
Buy Qty 1.00
Sell Price 390.50
Sell Qty 1.00
OPEN 398.00
CLOSE 395.50
VOLUME 1036
52-Week high 460.70
52-Week low 287.45
P/E 65.82
Mkt Cap.(Rs cr) 636
Buy Price 389.90
Buy Qty 1.00
Sell Price 390.50
Sell Qty 1.00

Cantabil Retail India Ltd. (CANTABIL) - Director Report

Company director report

Dear Members

The Board of Directors has immense pleasure in presenting its 32nd Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements ofthe Company for the year ended 31st March 2020.

FINANCIAL RESULTS

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

(Rs in Lakhs)

Particulars For the Year Ended March 31 2020 For the Year Ended March 31 2019
Revenue From Operations 33803.65 28855.08
Other Income 405.66 399.83
Profit before Finance Cost Depreciation Exceptional Items & Tax 8890.78 3360.35
Finance Cost 2071.00 851.85
Depreciation 4419.18 889.24
Profit before Exceptional Items & Tax 2400.61 1619.25
Exceptional items - -
Profit before tax 2400.61 1619.25
Tax expense:
1. Current Tax (MAT) 418.54 349.88
2. Current Tax :- MAT Entitlement/(Credit) 71.08 (349.88)
3. Deferred Tax (assets)/ liability 268.04 369.26
Net Profit for the year 1642.94 1249.99
Item of Other Comprehensive Income (5.96) 70.41
Total Comprehensive Income for the year 1636.98 1320.41
Credit/ (Debit) Balance B/F from previous year 1041.36 (279.04)
Other Adjustments (1260.32) -
Profit available for appropriation - -
Surplus/ (Deficit) carried to Balance Sheet 1418.02 1041.36

The financial statements have been prepared in accordance with Indian AccountingStandards ("Ind AS"). as defined in Rule 2(1)(a) of the Companies (IndianAccounting Standards) Rules 2015 and relevant amendment rules issued thereafterprescribed under Section 133 of the Companies Act 2013.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company has an increase of 17.15 % in total revenue from Rs. 28855.08 Lakhs inFinancial Year 2018 -19 to Rs.33803.65 Lakhs in Financial Year 2019-20. The PAT has alsoimproved from Rs. 1249.99 lakhs to Rs.1642.94 lakhs thereby recording an improvement of31.43 %.

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

TRANSFER TO RESERVES

The company has not transferred any amount to the general reserves during the previousyears.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THISREPORT

Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and date of this report are given below.

GLOBAL PANDEMIC COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities & Retail Stores etc. On March 24 2020 theGovernment of India ordered a nationwide lockdown for 21 days which further got extendedtill May 3 2020 to prevent community spread of COVID-19 in India resulting in significantreduction in economic activities.

In assessing the recoverability of Company's assets such as property plant &equipment investments loans intangible assets Trade receivable etc. The Company hasconsidered internal and external information / indicators of future economic conditionsand the Company expects to recover the carrying amount of the assets.

Although there are uncertainties due to the pandemic and reversal of the positivemomentum gained in the last quarter of FY2020 the strong balance sheet position andinherent resilience of the business model position the Company well to navigate thechallenges ahead and gain market share.

DIVIDEND

For FY 2019-2020 based on the Company's performance the Directors in its meeting heldon 28th August 2020 have declared dividend of Rs. 1/- (Rupees One only) per share i.e @10%on equity share of face value of Rs. 10/- (Rupees Ten only) each fully paid up for thefinancial year ended on 31 March 2020 subject to the approval of members.

SHARE CAPITAL

The paid up capital of the company as on March 31 2020 was Rs.163276080/-. Duringthe year under review the company did not issue any class or category of shares/securities and 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.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of the business of the Company during the FinancialYear ended on 31st March 2020.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly complied by the Company.

CORPORATE GOVERNANE

Your Company upholds the standards of governance and is compliant with the CorporateGovernance provisions as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Company's core values of honesty and transparencyhave since its inception been followed in every line of decision making. Setting the toneat the top the Directors cumulatively at the Board level advocate good governancestandards at Cantabil. Cantabil has been built on a strong foundation of good corporategovernance which is now a standard for all operations across your Company. Parameters ofStatutory compliances evidencing the standards expected from a listed entity have beenduly observed and a Report on Corporate Governance as well as the Certificate fromSecretarial Auditors confirming compliance with the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.

CODE OF CONDUCT

Annual Compliance Report for the year ended 31st March 2020 has been received from allthe Board members and Senior Management of the Company regarding the compliance of allprovisions of Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed review of operations performance and futureoutlook of the Company is given separately under the head Management Discussion andAnalysis 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.

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

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

LISTING OF SHARES

The equity shares of your Company are listed on National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE).The listing fees for the Financial Year 2019-20 havebeen paid by the Company within the stipulated time.

STOCK CODE: NSE BSE ISIN

CANTABIL 533267 INE068L01016 (Shares)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Renu Jagdish was re-appointed as a Non- Executive Independent Director at thethirty first Annual General Meeting (AGM) held on September 26 2019 for a period of fiveyears w.e.f. September 29 2019 up to September 28 2024. Further in the opinion of theBoard Mrs. Renu Jagdish posses adequate integrity expertise and experience required tobest serve the interest of the Company.

During the year Mr Arun Kumar Roopanwal and Mr. Lalit Kumar ceased to be the Directorswith effect from September 29 2019 upon completion of their term as IndependentDirectors. The Board places on record its appreciation for their invaluable contributionand guidance. Accordingly Mr. Balvinder Singh Ahluwalia and Mr. Rajeev Sharma wasappointed as an Independent Director in place of them pursuant to the provision of Section149 152 161 Schedule IV and other applicable provisions of the Companies Act 2013.Further in the opinion of the Board Mr. Balvinder Singh Ahluwalia and Mr. Rajeev Sharmaposses adequate integrity expertise and experience required to best serve the interest ofthe Company.

Mr. Basant Goyal was re-appointed as a Whole Time Director at the thirty first AnnualGeneral Meeting (AGM) held on September 26 2019 for a period of three years w.e.f.December 01 2019 till the conclusion of Annual General Meeting to be held in the year2022 or till such earlier date as may be determined by the Board of Directors of thecompany.

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company.

The appointment of new directors is recommended by the Nomination and RemunerationCommittee ('NRC') on the basis of requisite skills proficiency experience andcompetencies as identified and finalized by the Board considering the industry and sectorin which the Company operates. The Board on the recommendation of the NRC independentlyevaluates and if found suitable confirms an appointment to the Board. The appointmentsare based on the merits of the candidate and due regard is given to diversity includingfactors like gender age cultural educational & geographical background ethnicityetc.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 the Companies Act 2013 and the Article 125of the Articles of Association of the Company Mr. Basant Goyal (DIN: 07659491)Whole-Time Director of the Company retires by rotation and being eligible offer himselffor re-appointment in the 32nd Annual General Meeting of the Company. The details ofDirectors being recommended for re-appointment as required is contained in theaccompanying Notice convening the ensuing Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

As on 31st March 2020 the company has following Key Managerial Personnel in complianceof provisions of Section 203 of the Companies Act 2013:

S. NO. NAME DESIGNATION
1. Mr. Vijay Bansal Chairman and Managing Director
2. Mr. Deepak Bansal Whole-Time Director
3. Mr. Basant Goyal Whole-Time Director
4. Ms. Poonam Chahal Company Secretary
5. Mr. Shivendra Nigam Chief Financial Officer

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 and Section 149(6) ofthe Companies Act 2013. Based on the confirmation / disclosures received from theDirectors and on evaluation of the relationships disclosed the Company is havingfollowing Independent Directors in terms of Regulation 16 of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 and Section 149(6) of theCompanies Act 2013 on its Board:-

S.NO. NAME APPOINTMENT/RE-APPOINTMENT RESIGNATION/CESSATION
1. Mrs. Renu Jagdish Appointed on 30/09/2014 N.A
Re-appointed on 29/09/2019
2. Mr. Balvinder Singh Ahluwalia Appointed on 09/08/2019 N.A
3. Mr. Rajeev Sharma Appointed on 09/08/2019 N.A
4. Mr. Lalit Kumar Appointed on 11/09/2009 29/09/2019
Re- appointed on 30/09/2014
5. Dr. Arun Kumar Roopanwal Re- appointed on 30/09/2014
Appointed on 11/09/2009 29/09/2019

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

Each of the Independent Director has submitted their declaration that he /she meets thecriteria of independence as stipulated in Section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the Annual Accounts for the year ended as on 31st March 2020the applicable Accounting Standards (Ind AS) had been followed along with properexplanation relating to material departures;

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

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

(d) the directors had prepared the accounts for the financial year ended 31st March2020 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

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / Business Policyand Strategy apart from other Board business. The Board / Committee Meetings are scheduledin compliance with the provisions of the Companies Act 2013 and the requirement of theListing Agreement/Regulations and the Notice of the Board/Committee Meetings is circulatedto the Directors in advance to facilitate them to plan their schedule and to ensuremeaningful participation in the meetings.

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

The Board met five times in financial year 2019-2020 viz. on 23.05.2019 09.08.201907.11.2019 16.01.2020 and 14.02.2020. Detailed information on the meetings of the Boardis included in the report on Corporate Governance which forms part of this Annual Report.

COMMITTEES OF THE BOARD

During the Year the Board has reconstituted its composition of committees' w.e.fOctober 9 2019 by way of resolution by circulation

There are currently four Committees of the Board as follows:

1. Audit Committee
The constitution of the Audit Committee is:-
1. Mrs. Renu Jagdish Chairman & Independent Director
2. Mr. Balvinder Singh Ahluwalia Member & Independent Director
3. Mr. Vijay Bansal Member & Managing Director
2. Nomination and Remuneration Committee
The constitution of the Nomination & Remuneration Committee is:-
1. Mrs. Renu Jagdish Chairman & Independent Director
2. Mr. Balvinder Singh Ahluwalia Member & Independent Director
3. Mr. Rajeev Sharma Member & Independent Director
3. Stakeholders' Relationship Committee
The constitution of the Stakeholders' Relationship Committee is:-
1. Mrs. Renu Jagdish Chairman & Independent Director
2. Mr. Rajeev Sharma Member & Independent Director
3. Mr. Vijay Bansal Member & Managing Director
4. Corporate Social Responsibility Committee
The constitution of the Corporate Social Responsibility Committee is:-
1. Mr. Vijay Bansal Chairman & Executive Director
2. Mr. Renu Jagdish Member & Independent Director
3. Mr. Basant Goyal Member & Executive Director

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

NOMINATION AND REMUNERATION POLICY OF THE DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDOTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company has approved a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel (Other than Managing/Whole-time Directors) Key-Executives and Senior Management and the Remuneration of otherEmployees. The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in ANNEXURE- 1 and forms part of this Report.

The Remuneration Policy adopted by your Company is available on company's website atwww.cantabilinternational.com.

BOARD EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation asan important step for a Board to transit to a higher level of performance the Nominationand Remuneration Committee has laid down a comprehensive framework for carrying out theevaluations prescribed in the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The framework was developed to give all Boardmembers an opportunity to evaluate and discuss the Board's performance openly frommultiple perspectives and enhance governance practices within the Board. The frameworkdescribes the evaluation coverage and the process thereof.

Further the detailed criteria for performance evaluation of Independent Directors areavailable on company's website at www.cantabilinternational.com.

PERFORMANCE EVALUATION OF BOARD AND COMMITTEE

In respect of the Financial Year ended 31st March 2020 the Board conducted itsself-evaluation that of its Committees and all of its individual Members. Some of theparameters which were taken into account while conducting Board evaluation were : BoardComposition in terms of its size diversity; Board processes in terms of communication;Disclosure of information such that each Board meeting includes an opportunity forlearning about the organization's activities through various presentations made to theBoard on corporate functions business verticals etc.; Accessibility of the Product Heads/Factory Heads to the Board wherever required for informed decision-making. Theevaluation of each of the Board Committees were done on parameters such as whether keyitems discussed in the Committee are suitably highlighted to the Board whether Committeeeffectively performs support functions to the Board in fulfilling its responsibilitiesetc.

PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS

The performance evaluation of the Chairman and the Non-Independent Directors werecarried out by the Independent Directors considering aspects such as Effectiveness asChairman in developing and articulating the strategic vision of the Company Demonstrationof ethical leadership displaying and promoting throughout the Company a behaviorconsistent with the culture and values of the organization Contribution to discussion anddebate through thoughtful and clearly stated observations and opinions; Creation of aperformance culture that drives value creation without exposing the Company to excessiverisk.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The performance evaluation of the Independent Directors was carried out by the entireBoard other than the Independent Director concerned taking into account parameters suchas refrain from any action that may lead to loss of independence; refrain from disclosingconfidential information including commercial secrets technologies unpublished pricesensitive information sales promotions plans etc. support to CMD and executive directorsin instilling appropriate culture values and behavior in the boardroom and beyond wellinformed about the Company and the external environment in which it operates moderate andarbitrate in the interest of the Company as a whole in situations of conflict betweenmanagement and shareholders' interest etc.

EVALUATION OUTCOME

It was assessed that the Board as a whole together with each of its Committees wasworking effectively in performance of its key functions- providing strategic guidance tothe Company reviewing and guiding business plans and major plans of action ensuringeffective monitoring of the management and overseeing risk management function. The Boardis kept well informed at all times through regular communication and meets once perquarter and more often during times of rapid growth or if Company needs merit additionaloversight and guidance. Comprehensive agendas are sent to all the Board Members well inadvance to help them prepare and keep the meetings productive. The Company makesconsistent efforts to acquaint the Board with the overall business performance coveringall business aspects by way of presenting specific performance of each product categoryand corporate function from time to time. The performance of the Chairman was evaluatedsatisfactory in the effective and efficient discharge of his role and responsibilities forthe day to day management of the business in line with the strategy and long termobjectives. The Executive Directors and Non-executive Directors provided entrepreneurialleadership of the Company within a framework of prudent and effective controls with abalanced focus on policy formulation and development of operational procedures. It wasacknowledged that the management afforded sufficient insight to the Board in keeping itup-to-date with key business developments which was essential for each of the individualDirectors to maintain and enhance their effectiveness.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of Sections 124 and 125 the Companies Act 2013read with Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016 as amended the provision for transfer of application moneyreceived by companies for allotment of any securities which has remained unclaimed andunpaid for a period of seven years from the date it became due for payment to InvestorsEducations and Protections funds of Central Government. In accordance with the aboveprovisions the Company had transferred unpaid/unclaimed application money within thestatutory period to the IEPF.

BOARD DIVERSITY POLICY

The Boards of Directors of the Company formulated the Board Diversity Policy accordingto the provisions of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 draft of which is available on company's website atwww.cantabilinternational.com.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on appointment of directors is available onhttp://www.cantabilinternational.com/ The policy on remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available onhttp://www.cantabilinternational.com/.

AUDITORS AND THEIR REPORTS

M/s A N S K & Associates Chartered Accountant (Registration No.026177N) holdsoffice until the conclusion of 34th Annual General Meeting of the Company. The Auditors'Report to the members for the year under review does not contain any qualificationreservation or adverse remark. The observation of the Auditors and the relevant notes onaccounts are self-explanatory and therefore do not call for any further comment.

STATUTORY AUDITORS' REPORT

The observation made by the Auditors with reference to notes on accounts for the yearended 31st March 2020 are self -explanatory and therefore do not call for any furthercomments 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. There are no qualifications reservations oradverse remarks or disclaimers made by M/s A N S K & Associates Chartered Accountants

SECRETARIAL AUDITORS

The Board had appointed M/s Sanjay Grover & Associates Company Secretaries forcarrying out Secretarial Audit in terms of the provisions of Section 204 of the CompaniesAct 2013 for the financial year 2019-2020.

SECRETARIAL AUDITORS REPORT

The report of the secretarial auditors is annexed as a part to this report as ANNEXURE-2.

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

COST AUDITORS

As per Section 148 of the Companies Act 2013 the Company is not required to have theaudit for its cost records.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has appointed M/s Grant Thorton India LLP as aninternal auditor to conduct Internal Audit of the Company during the year.

The Company has a robust Internal Audit Functioning System which provides anindependent objective assurance services to value-add and improve operations of businessunits and processes by Financial Business Process and Compliance Audit OperationReviews Best Practices and Benchmarking Leadership Development. The Head of InternalAudit reports to the Chairman of the Audit Committee and administratively to the ChiefFinancial Officer.

CREDIT RATING

The Company's financial discipline and prudence is reflected in the strong creditratings ascribed by rating agencies. The details of credit ratings are disclosed in theCorporate Governance Report which forms part of the Annual Report.

STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per provision of Section164(2) of Companies Act 2013. The Directors of the Company have made necessarydisclosures as required under various provisions of the Act and the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.

AUDIT COMMITTEE

The Audit committee held four (4) meetings during the year viz. 23.05.201909.08.2019 07.11.2019 14.02.2020

The Audit Committee functions in terms of the powers and role delegated by the Board ofDirectors keeping in view the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 have been described separately under the head Audit Committee in Report of CorporateGovernance.

The members of the Audit Committee are;

Name of Members Designation Category
Mrs Renu Jagdish Chairman Independent Director
Mr. Balvinder Singh Ahluwalia Member Independent Director
Mr. Vijay Bansal Member Executive Director

• Mrs. Renu Jagdish Chairman of the Committee has adequate financial andaccounting knowledge.

• The Chief Financial Officer Internal Auditor and the Statutory Auditors of theCompany are permanent invitees to the meetings of the Audit Committee. It is a practice ofthe Committee to extend an invitation to the Managing Director to attend the meeting asand when required.

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

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 and rule made there under the Boardof Directors has constituted a Corporate Social Responsibility (CSR) Committee. Thedetails of the Composition of the Committee are set out in Corporate Governance Reportwhich forms part of this report. The Committee has adopted a Corporate SocialResponsibility Policy. Details of our CSR are available on our websitewww.cantabilinternational.com.

The Annual Report of CSR activities is appended as "ANNEXURE 3" ofthis Board report

RISK MANAGEMENT POLICY

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

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

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the corporate governancereport and are also available on company's website at www.cantabilinternational.com.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

INVESTOR RELATION ADVISOR

During the year the company has appointed Bridge Investor Relation Private Limited(BRIDGE) as an Investor Relation Advisor which provide advisory services to the Company.The main function of BRIDGE is to :

a) Preparation of Communication Pack

b) Interaction with Research Analysts

c) Interaction with Institutional Investors

d) Interaction with Equity Sales and Investment Bankers.

e) Routine activities of Investor Relations

AWARDS AND RECOGNITION

Cantabil Retail India Limited was felicitated with the 'Saksham Sathi' award by theGovernment of Haryana for the commendable contribution in implementation of ApprenticesAct 1961 during the year 2019-2020. The company trained good number of youngsters andprovided them employment in its facility under this act.

POLICY AGAINST SEXUAL HARASSMENT AT WORK PLACE

The Company in its endeavor for zero tolerance towards sexual harassment at theworkplace has in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 adopted the "Policy on redressal of SexualHarassment". An Internal Complaints Committee has been constituted under the policywhich provides a forum to all female personnel to lodge complaints (if any) therewith forredressal. The Committee submits an Annual Report to the Audit Committee of the Board ofDirectors of your Company on the complaints received and action taken by it.

During the year no complaint was lodged with the Internal Complaints Committee (ICC).In order to fulfill the desired utility of the Committee and make the Policy meaningfulthe Committee meets at specified intervals to take note of useful tools mobileapplications media excerpts etc. that enhance security of female employees. The same arecirculated within the organization to encourage general awareness. In its endeavor toensure the spirit of law during the Financial Year 2019-2020 the ICC continued toundertake interactive sessions from time to time. The interactions were primarily aimed atunderstanding as to how comfortable female employees are working in the organizationespecially from safety point of view and how forthcoming would they be in raising theirvoice if they are put in an undesirable situation.

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 Agreement/SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 your Company hasformulated a Policy on Related Party Transactions which is available on Company's websiteat www.cantabilinternational.com. The Policy intends to ensure that proper reporting;approval 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 are subjectedto independent review by a reputed accounting firm to establish compliance with therequirements of Related Party Transactions under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.

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.

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 orarrangements with related parties referred to in sub-section (1) of section 188 in theprescribed form (Form AOC-2) are attached as ANNEXURE-4.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year ended on 31st March 2020 the company has entered intotransactions which were given under section 186 of Companies Act 2013. The particulars ofinvestments made by the Company under section 186 as on 31st March 2020 are furnished in ANNEXURE-5and form part of this Report.

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 givenin ANNEXURE-6.

EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92(3) of the Companies Act 2013 and rules framedthereunder the extract of annual return for the F.Y. 2020 given in ANNEXURE-7 inthe prescribed form MGT - 9 this is the part of this report. The same is availableon the company website www.cantabilinternational.com.

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS)

The NEAPS is a web based application designed by NSE for corporate. 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 corporate. Allperiodical 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. Your company is also registered on SCORESand there was no complaint filed by any investor during the year under review.

COMMUNICATION AND PUBLIC RELATIONS

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

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

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

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

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 2014and 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 in ANNEXURE-8:

GENERAL

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

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

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

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

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

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

6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

ACKNOWLDEGEMENT

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.

For and on behalf of the Board
Sd/-
Date: August 28 2020 VIJAY BANSAL
Place: New Delhi (Chairman and Managing Director)

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