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Cantabil Retail India Ltd.

BSE: 533267 Sector: Industrials
NSE: CANTABIL ISIN Code: INE068L01016
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VOLUME 23
52-Week high 156.35
52-Week low 64.60
P/E 11.37
Mkt Cap.(Rs cr) 206
Buy Price 126.05
Buy Qty 25.00
Sell Price 129.75
Sell Qty 1.00
OPEN 126.00
CLOSE 126.00
VOLUME 23
52-Week high 156.35
52-Week low 64.60
P/E 11.37
Mkt Cap.(Rs cr) 206
Buy Price 126.05
Buy Qty 25.00
Sell Price 129.75
Sell Qty 1.00

Cantabil Retail India Ltd. (CANTABIL) - Director Report

Company director report

Dear Members

The Board of Directors have immense pleasure in presenting its 29th AnnualReport on the business and operations of the Company together with the Audited FinancialStatements of the Company for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

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

Particulars For the year ended (In Lakhs)
March 31 2017 March 31 2016
Sales/ Income from operations (Net of Excise Duty) 16116.74 15526.52
Other Income 4.97 1.79
Profit/ (Loss) before Finance Cost Depreciation 1937.95 1623.11
Extraordinary & Exceptional Items & Tax
Finance Cost 559.91 497.35
Depreciation 791.70 611.75
Exceptional Items (5.07) 3.55
Profit/ (Loss) before tax 581.27 517.56
Provision for Tax including deferred tax (Assets) / Liabilities and MAT
1. Current Tax (MAT) 118.52 37.92
2. Deferred tax (assets)/liability (25.14) (27.35)
Net Profit/ (Loss) for the year 487.89 506.98
Credit/ (Debit) Balance B/F from previous year (2640.23) (3147.21)
Profit available for appropriation - -
Surplus/ (Deficit) carried to Balance Sheet (2152.33) (2640.23)

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

REVIEW OF PERFORMANCE

The Company has recorded improved total revenue from Rs. 15526.52 lakhs in FinancialYear 2015-16 to Rs. 16116.74 lakhs in Financial Year 2016-17. The Profit before tax hasshown significant improvement from Rs 517.56 lakhs to Rs 581.28 lakhs and also consistentin Profit After Tax from Rs. 506.98 lakhs to Rs. 487.89 lakhs

TRANSFER TO RESERVES

The Company has not transferred any amount to the general reserves as it hasaccumulated losses during the earlier years.

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

The Company has commenced its export activities during the year from the Company smanufacturing plant situated at Bahadurgarh Haryana which is likely to positively affectthe business of the Company.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31stMarch 2017 keeping in view non-profitability of earlier years.

SHARE CAPITAL

The paid up capital of the Company as on March 31 2017 was Rs.163276080/-. Duringthe year under review the Company did not issue any class or category of shares andconsequently 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 2017.

CORPORATE GOVERNANCE

Your Company upholds the high standards of governance and is compliant with theCorporate Governance provisions as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Company s core values of honesty andtransparency have since its inception been followed in every line of decision making.Setting the tone at the top the Directors collectively at the Board level advocate goodgovernance standards at Cantabil. Cantabil has been built on a strong foundation of goodcorporate governance which is now a standard for all operations across your Company.Parameters of statutory compliances evidencing the standards expected from a listed entityhave been duly observed and a Report on Corporate Governance as well as the Certificatefrom Statutory 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 2017 has beenreceived from all the Board members and senior management of the Company regarding thecompliance of all provisions of Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations performance and future outlook of the Company is givenseparately under the head Management Discussion and Analysis forms a 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 is no significant material order passed by the Regulators or Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.

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 2017-18 hasbeen paid by the Company within the stipulated time.

STOCK CODE: NSE BSE ISIN

CANTABIL 533267 INE068L01016 (Shares)

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.

DIRECTORS

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED ORHAVE RESIGNED DURING THE YEAR

During the year Shri Anil Bansal (DIN: 02443104) ceased to be a Director of theCompany effective from 30th November 2016. The Board of Directors placed onrecord its appreciation towards Shri Anil Bansal s contributions during his tenure asWhole Time Director of the Company. The Board upon the recommendations of the Nominationand Remuneration Committee at its Meeting held on 12th November 2016appointed Shri Basant Goyal (DIN:07659491) as an Additional Director and Whole TimeDirector subject to the approval of the members of the Company. The Company has received anotice from one of the Members in writing under the provisions of Section 160 of theCompanies Act 2013 along with a deposit of Rs 100000/- proposing the candidature ofShri Basant Goyal for the office of Director. The Company has received consent in writingfrom Shri Basant Goyal to act as Director in Form DIR-2 and intimation in Form DIR-8 tothe effect that he is not disqualified u/s 164(2) to act as Director.

Shri Basant Goyal is eligible to be appointed as a Director of the Company and hisappointment requires approval of Members at the ensuing Annual General Meeting.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 Mrs. RenuJagdish was appointed as a Non-Executive Independent Director by the members of theCompany at their Annual General Meeting held on 30.09.2014 to 29.09.2019.

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. Deepak Bansal (DIN: 01111104)Whole-Time Director of the Company retires by rotation and being eligible offer himselffor re-appointment in the 29th Annual General Meeting of the Company.

The detail of Director being recommended for re-appointment as required are containedin the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the appointment /re-appointment ofDirector are also included in the Notice.

KEY MANAGERIAL PERSONNEL

As on 31st March 2017 the company has following Key Managerial Personnel incompliance of provisions of Section 203 of the Companies Act 2013:

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

*Resigned with effect from 30th June 2017

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
1. Mr. Lalit Kumar Appointed on 11/09/2009
Re-appointed on 30/09/2014
2. Dr. Arun Kumar Roopanwal Appointed on 11/09/2009
Re-appointed on 30/09/2014
3. Mrs. Renu Jagdish Appointed on 30/09/2014

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

Each of the Independent Directors have submitted their declarations that he /she meetsthe criteria of independence as stipulated in Section 149(6) of the Companies Act 2013and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the Annual Accounts for the year ended as on 31stMarch 2017 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;

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

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

(d) the directors had prepared the accounts for the financial year ended 31stMarch 2017 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 / 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 four times in financial year 2016-2017 viz. on 27.05.2016 12.08.201612.11.2016 and 13.02.2017. The maximum interval between any two meetings did not exceed120 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

There were five Committees of the Board during the Financial Year 2016 - 17 which areas follows:

1. Audit Committee

The constitution of the Audit Committee are:-
1. Mr. Lalit Kumar - Chairman & Independent Director
2. Dr. Arun Kumar Roopanwal - Member & Independent Director
3. Mr. Vijay Bansal - Member & Managing Director
2. Nomination and Remuneration Committee
The constitution of the Nomination & Remuneration Committee are:-
1. Mr. Lalit Kumar - Chairman & Independent Director
2. Dr. Arun Kumar Roopanwal - Member & Independent Director
3. Mrs. Renu Jagdish - Member & Independent Director
3. Stakeholders Relationship Committee
The constitution of the Stakeholders Relationship Committee are:-
1. Mr. Lalit Kumar - Chairman & Independent Director
2. Mr. Vijay Bansal - Member & Managing Director
3. Dr. Arun Kumar Roopanwal - Member & Independent Director
4. Corporate Social Responsibility Committee
The constitution of the Corporate Social Responsibility Committee is:-
1. Mr. Vijay Bansal - Chairman & Managing Director
2. Mr. Lalit Kumar - Member & Independent Director
3. Mr Basant Goyal - Member & Additional Director

5. Miscellaneous Committee

The constitution of the Miscellaneous Committee is:-

1. Mr. Vijay Bansal - Chairman & Managing Director
2. Mr. Deepak Bansal - Member & Whole Time Director
3. Mr Basant Goyal - Member & Additional Director

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

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 in its Meeting held on 17th June 2014 approved a policy ondirectors appointment and remuneration including criteria for determining qualificationspositive attributes independence of a director and other matters provided u/s 178(3)based on the recommendations of the Nomination and Remuneration Committee. The broadparameters covered under the policy are Company Philosophy Guiding Principles Nominationand Remuneration of Directors Key Managerial Personnel (Other than Managing/ Whole-timeDirectors) Key-Executives and Senior Management and the Remuneration of Other Employees.The Company s Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished 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 2017 the Board conductedits self-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 ofChairman in developing and articulating the strategic vision of the CompanyDemonstration of ethical leadership displaying and promoting throughout the Company abehaviour consistent with the culture and values of the organisation; Contribution todiscussion and debate through thoughtful and clearly stated observations and opinions;Creation of a performance culture that drives value creation without exposing the Companyto excessive risk.

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 behaviour 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 if Company needs merit additional oversight andguidance. Comprehensive agendas are sent to all the Board Members well in advance to helpthem prepare and keep the meetings productive. The Company makes consistent efforts toacquaint the Board with the overall business performance. The performance of the Chairmanwas evaluated satisfactory in the effective and efficient discharge of his role andresponsibilities for the day to day management of the business in line with the strategyand long term objectives. The Executive Directors and Non-Executive Directors providedentrepreneurial leadership of the Company within a framework of prudent and effectivecontrols with a balanced focus on policy formulation and development of operationalprocedures. It was acknowledged that the management afforded sufficient insight to theBoard in keeping it up-to-date with key business developments which was essential for eachof the individual Directors to maintain and enhance their effectiveness.

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 athttp://www.cantabilinternational.com/investors/polices/BOARD_DIVERSITY_POLICY.pdf

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

In terms of the transitional provisions applicable to Statutory Auditors under theCompanies Act 2013 M/s Suresh Gupta & Associates Chartered Accountants(Registration No. 003316N) were appointed as the statutory auditors of the Company for aperiod of 3 (three) years in the last Annual General Meeting (AGM) of the Company held on30th September 2014.

Accordingly M/s Suresh Gupta & Associates Chartered Accountants (Registration No.003316N) shall be holding office as Statutory Auditors till the conclusion of the ensuingAGM of the Company. Further as per provisions of Section 139(1) of the Companies Act2013 the appointment of M/S Akhil Mittal & Co. Chartered Accountants (Registration No026177N) at the ensuing Annual General Meeting as Statutory Auditors of the Company tohold office for a period of 5 Years i.e. from the conclusion of the 29th AnnualGeneral Meeting till the conclusion of the 34th Annual General Meeting. Thecertificate of eligibility under applicable provisions of the Companies Act 2013 andcorresponding Rules framed thereunder was furnished by them towards appointment of 5(Five) year term. As required by the provisions of the Companies Act 2013 theirappointment shall be ratified by members each year at the AGM.

STATUTORY AUDITORS REPORT

The observation made by the Auditors with reference to notes on accounts for the yearended 31st March 2017 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. There are no qualifications reservations oradverse remarks or disclaimers made by M/s Suresh Gupta & Associates StatutoryAuditors.

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 2016-2017.

SECRETARIAL AUDITORS REPORT

The report of the secretarial auditors in the prescribed form (MR-3) is attached asANNEXURE-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 of its cost records.

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. 27.05.201612.08.2016 12.11.2016 & 13.02.2017.

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
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 to attend the meeting as andwhen 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 thereunder the Boardof Directors has constituted a Corporate Social Responsibility (CSR) Committee. The detailof the Composition of the Committee is set out in Corporate Governance Report which formspart of this report. The Committee has adopted a Corporate Social Responsibility Policy.Brief outline of the CSR Policy of the Company along with total amount spent on CSR andreason for unspent amounts are set out in ANNEXURE 3 of this report as prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.

The Policy is also available on Company s website athttp://www.cantabilinternational.com/invstors/ Corporate_social_responsibility_policy7.3.2017.pdf.

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.

The Company has identified various strategic operational financial risks which mayimpact company adversely; however management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the company. The draftof Risk Management Policy is available on Company s website at http://www.cantabilinternational.com/investors/polices/Risk-Management-Policy-CRIL.pdf

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the corporate governancereport and is also available on company s website at http://www.cantabilinternational.com/investors/ polices / VIGIL_MECHANISM_OR_ WHISTLE_BLOWER_POLICY.pdf.

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

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 Sexual Harassment. An Internal Complaints Committee has been constituted under the policy which provides aforum to all female personnel to lodge complaints (if any) therewith for redressal. TheCommittee submits an Annual Report to the Audit Committee of the Board of Directors ofyour 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.

The same are circulated within the organization to encourage general awareness. In itsendeavor to ensure the spirit of law during the Financial Year 2016- 17 the ICCcontinued to undertake interactive sessions from time to time. The interactions wereprimarily aimed at understanding as to how comfortable female employees are working in theorganization especially from safety point of view and how forthcoming would they be inraising their voice 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 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 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 at www.cantabilinternational.com .

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

Particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 in the prescribed form (FormAOC-2) is attached as ANNEXURE-4.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year ended on 31st March 2017 no loan was made and noguarantee was given under Section 186 of Companies Act 2013 by the Company. Theparticulars of investments made by the Company under Section 186 are furnished inANNEXURE-5 and form part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended there is no employee in the Company who falls under the criteria set outin the Section 197(12) and whose particulars forms part of this report.

However the information required under Section 197 of the Companies Act read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in ANNEXURE- 6

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form No. MGT-9 isannexed herewith as

ANNEXURE-7.

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 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 endeavor 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 givenimpetus and your Company is poised to achieve 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 were 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 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 inANNEXURE-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/-
Place: New Delhi VIJAY BANSAL
Date : 25th August 2017 Chairman