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Mandhana Retail Ventures Ltd.

BSE: 540210 Sector: Industrials
NSE: TMRVL ISIN Code: INE759V01019
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VOLUME 6411
52-Week high 188.40
52-Week low 31.35
P/E 27.91
Mkt Cap.(Rs cr) 83
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.00
CLOSE 37.50
VOLUME 6411
52-Week high 188.40
52-Week low 31.35
P/E 27.91
Mkt Cap.(Rs cr) 83
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mandhana Retail Ventures Ltd. (TMRVL) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting the 7th Annual Report and the AuditedAccounts of the Company for the year ended 31st March 2018.

1. Financial Highlights

(Rs. in Lakh)
Particulars 2017-18 2016-17
Total Turnover 25944.93 25958.80
Other Income 128.78 177.38
Profit Before Interest Depreciation and 2095.74 2862.26
Taxation
Less: 1. Interest 177.24 240.10
2. Depreciation 367.36 340.02
Profit Before Taxation 1551.14 2282.14
Less: Provision for Taxation
Current Tax 181.00 1240.00
Deferred Tax 380.08 (355.84)
Net Profit for the Year 990.06 1397.98
Less: Income Tax paid for earlier year (87.34) -
Profit after Taxation 902.72 1397.98
Add : Other Comprehensive Income for the 10.38 9.27
Year
Total Comprehensive Income for the year 913.10 1407.25
Less: Transfer to General Reserve 0.00 0.00
Balance carried forward 913.10 1407.25

2. Company Performance and Business Overview

A detailed discussion of operations for the year ended 31st March 2018 is provided inthe Management Discussion and Analysis Report which is presented in a separate sectionforming part of this Annual Report.

3. Dividend

Considering the capital requirement for ongoing business expansion the Board ofDirectors recommend conserving the profit and ploughing back the same to further stimulatethe growth of the Company

4. Transfer to Reserve

The Company does not propose to transfer amounts to the general reserve out of theamount available for appropriation and an amount of Rs. 913.10 Lakh is proposed to beretained in the profit and loss account.

5. 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 the Report

No material changes and commitments have occurred after the close of the financial yeartill the date of this report which affect the financial position of the Company.

6. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis in accordancewith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") along with a certificate from Auditors regardingcompliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with thecode of conduct for the financial year 2017-18. A declaration to this effect signed by theChief Executive Officer of the Company is contained in this annual report.

7. Public Deposit

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act2013.

8. Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of Company Mr. Priyavrat Mandhana retires by rotation and being eligibleoffers himself for re-appointment. Brief details of Mr. Priyavrat Mandhana as requiredunder Regulation 36(3) of Listing Regulations are provided in the notice of the ensuingAnnual General Meeting.

The members' approval is being sought at the ensuing Annual General Meeting for theabove appointment.

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theCompanies Act 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Hemant Guptawas appointed as the Chief Financial Officer & Chief Operating Officer of the Companywith effect from 26th March 2018 based on the recommendation of the Nomination andRemuneration Committee of the Board. During the year under review none of the KMP of theCompany resigned from their respective positions in the Company.

9. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.

The Company's Independent Directors met on 23rd February 2018 without the presence ofExecutive Directors or Members of the Management. All the Independent Directors attendedthe Meeting. The Board of Directors expressed their satisfaction with the evaluationprocess.

10. Number of Meetings of the Board of Directors

During the year 5 (Five) Board Meetings were convened and held. Details of meetings ofthe Board and its Committees alongwith the attendance of the Directors therein have beendisclosed in the Corporate Governance Report (Annexed herewith).

11. Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on thewebsite of the Company and the web-link to the same ishttp://www.mandhanaretail.com/investor-relations.php

12. Audit Committee

As on 31st March 2018 the Audit Committee comprised of four members viz. 3Independent Directors and 1 Executive Director given as under:

1. Mr. Kiran Vaidya - Chairman

2. Mr. Pradip Dubhashi

3. Mr. Ramnath Pradeep

4. Mr. Priyavrat Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Report(Annexed herewith).

13. Nomination and Remuneration Policiy

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.

The Policy also provides for remuneration of Directors Members of Senior Managementand Key Managerial Personnel.

[Details of Nomination and Remuneration Policy are given under Annexure - ‘C' tothis Report.]

14. Risk Management Policy

The Company has a well-defined risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting ofall risks associated with the business of the Company. Although the Company is notmandatorily required to constitute the Risk Management Committee but to ensure effectiverisk management the Board of Directors constituted the Risk Management Committee tomonitor and review risk management assessment and minimization procedures and toidentify review and mitigate all elements of risks which the Company may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of itsbusiness. Hence the company has adopted a Risk Assessment and Management policy("Policy") to formalize risk based decision-making together with managementprocesses. Risks are managed through a formal risk process as set forth in the Policy.This policy articulates the requirements for processes which include identifyingassessing measuring and monitoring risk activities across the organization andestablishes governance roles for risk management.

15. Particulars of Loans Guarantees or Investments

No loans guarantees or Investments covered under section 186 of the Companies Act2013 have been given or provided during the year.

16. Indian Accounting Standards (Ind-As)

As mandated by the Ministry of Corporate Affairs (MCA) the Company has adopted IndianAccounting Standards ("Ind AS") from 1st April 2017 with a transition datebeing 1st April 2016. The Financial Results for the year 2017-2018 have been prepared inaccordance with IND-AS prescribed under Section 133 of the Companies Act 2013 read withthe relevant Rules issued thereunder and the other recognized accounting practices andpolicies to the extent applicable.

17. Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material under Regulation 23 of ListingRegulations. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form No. AOC - 2 is not applicable. ThePolicy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed through the following link:http://www.mandhanaretail.com/investor-relations.php. Your Directors draw attention of themembers to Note No. 42 to the financial statements which sets out related partydisclosures.

Prior omnibus approval is obtained on an annual basis for transactions with relatedparties which are of a foreseeable and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted and a statement giving details of alltransactions with related parties are placed before the Audit Committee and Board ofDirectors for their review on periodical basis.

18. Managerial Remuneration

Remuneration to Directors and Key Managerial Personnel i. The percentage increase inremuneration of each Director Chief Executive Officer and Company Secretary during FY2017-18 and ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for FY 2017-18 are as under:

Sr. No. Name of Director /KMP and Designation Remuneration of Director/ KMP for FY 2017-18 (in Rs.) % increase in remuneration in FY 2017-18 Ratio of remuneration of each Whole-Time Director to Median Remuneration of Employees
1 Mrs. Sangeeta Mandhana- Managing Director# 8708138 Nil 40.92
2 Mr. Priyavrat Mandhana - Executive Director# 8708138 Nil 40.92
3 Mr. Sachin Jaju - Non-Executive Director 150000** N.A. N.A.
4 Mr. Pradip Dubhashi - Non-Executive Chairman and Independent Director 550000** N.A. N.A.
5 Mr. Ramnath Pradeep- Non-Executive and Independent Director 575000** N.A. N.A.
6 Mr. Kiran Vaidya - Non-Executive and Independent Director 525000** N.A. N.A.
7 Mr. Manish Mandhana - Chief Executive Officer* 10014720 N.A. N.A.
8 Mr. Virendra Varma - Company Secretary 1176120 10% N.A.
9 Mr. Hemant Gupta - Chief Financial Officer & Chief Operating Officer@ N.A. N.A. N.A.

# During the financial year 2017-18 Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhanawas paid remuneration at Rs. 834560/- per month (inclusive of company's contribution toprovident fund). In view of limits provided under the provisions of Section 197 of theCompanies Act 2013 the excess remuneration of Rs. 1306582/- each was refunded by Mrs.Sangeeta Mandhana and Mr. Priyavrat Mandhana.

*The appointment of Mr. Manish Mandhana as the CEO of the Company is effective from 1stApril 2017 and hence no remuneration was paid to him in the financial year 2016-17.

@Mr. Hemant Gupta was appointed as the CFO & COO of the Company w.e.f. 26th March2018 however Mr. Gupta resumed the services of the Company w.e.f. 2nd April 2018 andhence no remuneration was paid to him in the financial year 2016 -17 and 2017-18.

** Exclusive of taxes

Note: Remuneration paid to each Whole-Time Director and KMP includes Salaryallowances company's contribution to provident fund and monetary value of perquisites ifany. The remuneration paid to Non-Executive and/or Independent Directors comprises ofsitting fees only.

ii. The median remuneration of employees of the Company during FY 2017-18 wasRs.212832/;

iii. In the financial year under review there was an increase of 1.77% in the medianremuneration of employees;

iv. There were 653 permanent employees on the rolls of the Company as on 31st March2018 (excluding both the Executive Directors & Mr. Hemant Gupta CFO & COO);

v. Average percentage increase in the salaries of employees other than the managerialpersonnel in the last financial year i.e. FY 2017-18 was 9.20% as compared to FY 2016-17.As regards comparison of Managerial Remuneration of FY 2017-18 over FY 2016-17 details ofthe same are given in the above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate statement and forms part ofthe Annual Report. Further this report is being sent to the Members excluding the saidstatement. The said statement is available for inspection of members at the RegisteredOffice of the Company during working hours upto the date of the Annual General Meeting andshall be made available to any shareholder on request. The said statement is alsoavailable on the website of the Company the weblink to which is www.mandhanaretail.com.

19. Statutory Auditors and Auditors' Report

In accordance with Section 139 of the Companies Act 2013 M/s. BSR & Co. LLPChartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed by theshareholders of the Company at the 6th Annual General Meeting held on 20th September2017 as the Statutory Auditors for a period of 5 years to hold office until theconclusion of the 11th Annual General Meeting of the Company.

Earlier proviso to Section 139(1) of the Companies Act 2013 provided that theappointment of the Statutory Auditors is required to be ratified by the Members at everyAnnual General Meeting held during their tenure. However the said proviso was omittedw.e.f. 7th May 2018 by the Companies Amendment Act 2017 and thereby the notice for this7th Annual General Meeting does not include the proposal seeking ratification of theappointment of the Statutory Auditors.

The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended 31st March 2018. The Notes to thefinancial statements referred in the Auditors Report are self-explanatory and therefore donot call for any comments under Section 134 of the Companies Act 2013. The Auditors'Report is enclosed with the financial statements in this Annual Report.

There is no incident of fraud requiring reporting by the auditors under Section 143(12)of the Companies Act 2013.

20. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade thereunder the Company has appointed Mr. Nitin R. Joshi Practicing CompanySecretary (Certificate of Practice No. 1884 and Membership No. FCS- 3137) as theSecretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure -‘D' and forms an integral part of this Report. The Company has complied with all theapplicable secretarial standards.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark. The statements referred in the Secretarial Audit Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013.

21. Corporate Social Responsibility

The Annual Report on CSR activities for the financial year 2017-18 is enclosed asAnnexure - ‘B'.

22. Subsidiaries Joint Ventures and Associate Companies

The Company has no subsidiary Joint Venture and Associate Company as on 31st March2018.

23. Significant and Material Orders Passed by the Regulators or Courts or TribunalsImpacting the Going Concern Status and Company's Operations in Future

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

24. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an independent firm of Chartered Accountants and periodical review by theManagement. The Audit Committee of the Board addresses issues raised by both the InternalAuditors and the Statutory Auditors.

25. Directors' Responsibility Statement

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that;

i) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 the year under review;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) the Directors have prepared the annual financial statements on a going concernbasis;

v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

26. Particulars of Energy Conservation

Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as per section 134(3)(2) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 for the year ended 31st March 2018 are provided underAnnexure - ‘A' to this report.

27. Extract of Annual Return

The extract of the Annual Return in prescribed Form No. MGT-9 is provided underAnnexure - ‘E' forming part of this Report.

28. Others

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. The details relating to deposits covered under Chapter V of the Act since neitherthe Company has accepted deposits during the year under review nor there were any depositsoutstanding during the year.

2. Details relating to issue of sweat equity shares stock options and shares withdifferential rights as to dividend voting or otherwise since there was no such issue ofshares.

3. None of the Whole-Time Directors of the Company received any remuneration orcommission from any of its subsidiaries.

Your Directors further state that during the year under review there were no casesfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

29. Acknowledgement

The Directors take this opportunity to thank the Shareholders Financial InstitutionsBanks Customers Suppliers Regulators Government Authorities - Central and StateGovernment & Local.

The Directors also place on record their appreciation to the employees at all levelsfor their hard work dedication and commitment.

For and on behalf of the Board of Directors
The Mandhana Retail Ventures Limited
(formerly known as Mandhana Retail Ventures Limited)
Sangeeta Mandhana Priyavrat Mandhana
Managing Director Executive Director
DIN: 06934972 DIN: 02446722
Place: Mumbai
Date: 28th May 2018

ANNEXURE – 'A' to Directors' Report

Conservation of Energy Technology absorption Foreign Exchange Earnings and Outgo

(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'stotal expenses the financial implications of these measures are not material.

The Company consciously makes all efforts to conserve energy across all its operations.

(B) Technology Absorption :

The Company continues to use the latest technologies for improving productivity andquality of its products. There has been no import of technology during the year underreview.

(C) Foreign Exchange Earnings and Outgo :

The Foreign Exchange earnings and foreign exchange outgo by the Company during the yearare:

Earnings Rs. 308993996/-
Outgo Rs. 86784889/-

 

For and on behalf of the Board of Directors
The Mandhana Retail Ventures Limited
(formerly known as Mandhana Retail Ventures Limited)
Sangeeta Mandhana Priyavrat Mandhana
Managing Director Executive Director
DIN: 06934972 DIN: 02446722
Place: Mumbai
Date: 28th May 2018

ANNEXURE – ‘C' to Directors' Report

NOMINATION AND REMUNERATION POLICY

1. Preamble

1.1 The Mandhana Retail Ventures Limited (the ‘Company') recognizes the importanceof attracting retaining and motivating personnel of high calibre and talent for thepurpose of ensuring efficiency and high standard in the conduct of its affairs andachievement of its goals besides securing the confidence of the shareholders in the soundmanagement of the Company. For the purpose of attaining these ends the Company hasconstituted a Nomination and Remuneration Committee which is entrusted with the task ofdevising a transparent reasonable and fair policy of remuneration for its directors keymanagerial personnel and other employees.

1.2 The Companies Act 2013 vide sub-section (3) of section 178 the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") makes it mandatory for the Board of Directors of every listed companyto constitute a Nomination and Remuneration Committee.

1.3 The objective of the Nomination and Remuneration Committee is to assist the Boardof Directors of the Company and its controlled entities in fulfilling its responsibilitiesto shareholders by :

1.3.1. ensuring that the Board of Directors is comprised of individuals who are bestable to discharge the responsibilities of Directors in consonance with the Companies Act2013 and the norms of corporate governance contained in the Companies (Corporate SocialResponsibility Policy) Rules 2014; and

1.3.2. ensuring that the nomination processes and remuneration policies are equitableand transparent.

1.4 The responsibilities of the Nomination and Remuneration Committee include:

1.4.1. formulation of the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board of Directors a policy relatingto the remuneration of the directors Key managerial personnel and other employees;

1.4.2. formulation of criteria for evaluation of performance of independent directorsand the Board of Directors;

1.4.3. devising a policy on diversity of Board of Directors;

1.4.4. identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board of Directors their appointment and removal; and

1.4.5. whether to extend or continue the term of appointment of the IndependentDirector on the basis of the report of performance evaluation of Independent Directors

1.5 This Nomination and Remuneration Policy has been formulated with a view to:

1.5.1 devise a transparent system of determining the appropriate level of remunerationthroughout all levels of employees and teams in the Company;

1.5.2 encourage personnel to perform to their highest level;

1.5.3 provide consistency in remuneration throughout the Company;

1.5.4 offer incentives on the premise of aligning the performance of the business withthe performance of key employees and teams within the Company; and

1.5.5 set out the approach to diversity on the Board as delineated in the Annexure tothis Policy.

1.6 The Nomination and Remuneration Policy elucidates the types of remuneration to beoffered by the Company and factors to be considered by the Board of Directors of theCompany Nomination and Remuneration Committee and Management of the Company indetermining the appropriate remuneration policy for the Company.

1.7 The Nomination and Remuneration Policy applies to the Company's senior managementemployees including its Key managerial personnel and Board of Directors.

2. Definitions

Some of the key terms used in the Nomination and Remuneration Policy are as under:

2.1 ‘Board' means the Board of Directors of The Mandhana Retail Ventures Limitedor the Company.

2.2 ‘Committee' means the Nomination and Remuneration Committee constituted by theBoard of Directors of the Company in accordance with Section 178 of the Companies Act2013.

2.3 ‘Director' means a Director appointed on the Board of the Company includingexecutive; non-executive; and independent directors.

2.4 ‘Employee' means every senior management employee including Key managerialpersonnel and directors on the Board.

2.5 ‘Key managerial personnel' includes managing director or Chief ExecutiveOfficer or manager and in their absence a whole-time director; company secretary; andChief Financial Officer.

2.6 ‘Member' means a Director of the Company appointed as member of the Committee.

2.7 ‘Nomination and Remuneration Policy' shall mean the policy of remuneration ofDirectors Key managerial personnel and other employees of the Company determined by theNomination and Remuneration Committee.

2.8 ‘Senior management' or ‘Senior management employees' means the personnelof the Company who are members of its core management team excluding Board of Directorscomprising all members of management one level below the Executive Directors includingthe functional heads.

3. Nomination and Remuneration Committee

3.1 The Committee shall be formed by the Board of the Company. It shall consist ofthree or more Non-Executive Directors out of which not less than one-half shall beIndependent Directors. The Board of the Company shall nominate Directors as Members of theCommittee from time to time.

3.2 The Chairman of the Committee shall be an Independent Director but shall not be theChairperson of the Company.

He shall be present at the Annual General Meeting to answer the shareholders' queriesand may determine as to who should answer the queries.

3.3 The presently nominated members of the Committee are :

1) Mr. Ramnath Pradeep (Chairman)

2) Mr. Pradip Dubhashi

3) Mr. Kiran Vaidya

4. Letter of Appointment or Contract of Employment

4.1 The Company shall issue a Letter of Appointment to Non-Executive Directors settingout the terms and conditions if any and the same shall be approved by the Board inconsonance to the provision of the Companies Act 2013 and applicable Regulations of theListing Regulations and any amendments thereto.

4.2 Executive Directors Key managerial personnel and senior management employees shallenter into a contract with the Company or a Letter of Appointment shall be issued by theCompany clearly setting out the terms and conditions of the remuneration package for suchperson.

The contract of employment/Letter of Appointment may set out the expectations for theperformance the key performance indicators measures and criteria for assessment orevaluation of performance.

4.3 The Committee and the Board shall approve the contracts of employment/letter ofappointment of directors and Key Managerial Personnel. For senior management employeessuch appointments shall be considered and approved by the Managing Director inconsultation with Chief Executive Officer of the Company and brief particulars of suchappointment(s) made shall be placed before the Committee at regular intervals for itsnoting and ratification.

The Board shall disclose the terms and conditions of any contract of employment /letter of appointment in accordance with the law.

5. Remuneration Structure

5.1 Remuneration To Directors And Key Managerial PersonneL

The Board shall in consultation with the Committee approve and finalize the forms ofremuneration to be offered to Directors and Key managerial personnel. The remunerationpackage shall be composed of amounts that are fixed and variable and the endeavour of theBoard and the Committee shall be to strike a balance between the fixed and variablecomponents and thereby promote sustainable value for the Company and its shareholders overtime.

5.1.1 Fixed Remuneration

The contract of employment / letter of appointment entered into by the ExecutiveDirectors / Key managerial personnel with the Company shall demarcate the cost to theCompany fixed gross salary or base salary payable to the employee. The fixed remunerationor salary shall be determined according to complexities of the position and role of theExecutive Directors / Key managerial personnel the relevant laws and regulationsconditions prevalent in the labour market and the scale of the business relating to theposition. The fixed remuneration will reflect the core performance requirements andexpectations of the Company.

5.1.2 Performance Based Remuneration or Incentive-Based Payments

The performance-based or incentive-based payments may form part of the variablecomponent of the salary payable to the Executive Directors / Key managerial personnel. Inaddition to the fixed remuneration the Company shall implement a system of bonuses andincentives reflecting short and long term performance objectives appropriate to theworking of the Company and designed to lay emphasis on the direct relationship betweenperformance and remuneration. Performance based remuneration shall be proportionate to andcontingent upon the attainment of specific performance targets by Executive Directors /Key managerial personnel in the Company. Incentive-based payments take into accountfactors such as performance of the Executive Directors / Key managerial personnel hisconduct responsibilities position and role and shall be calculated as a percentage ofthe fixed remuneration.

5.1.3 Severance Fees or Termination Benefits

Each contract of employment / letter of appointment entered into by the ExecutiveDirectors and Key managerial personnel with the Company may demarcate in advance theentitlement to payment upon termination of employment for each employee. Making of suchpayments shall be approved by the Board and the Committee and shall be in consonance withthe Nomination and Remuneration Policy of the Company.

5.1.4 Employee Benefits

The Company shall comply with all legal and industrial obligations in determining thebenefits available with employees namely short-term benefits such as salaries socialsecurity contributions profit sharing and bonuses post-employment benefits such asgratuity pension retirement benefits post-employment life insurance and post-employmentmedical care other long-term employee benefits including long-service leave long-termdisability benefits and termination benefits.

5.2 Remuneration To Non-Executive Directors

The Non-executive directors shall be paid sitting fees for attending each of theMeetings of the Board of Directors and Committees as may be approved by the Board ofDirectors from time to time. The Non-executive directors may be paid commissions and otherbenefits as may be prescribed by the Board of Directors in conformity of the applicableprovisions of the Companies Act 2013 and rules notified thereunder from time to time.

6. Disclosures

6.1 The Nomination and Remuneration Policy shall be disclosed in the Board's report ofthe Company prepared in accordance with sub-section (3) of section 134 of the CompaniesAct 2013.

6.2 The Nomination and Remuneration Policy and the criteria for evaluation ofperformance or evaluation criteria as laid down by the Committee shall be disclosed in theAnnual Report of the Company.

6.3 Payments to non-executive directors shall be either disclosed in the Annual Reportof the Company or put up on the website of the Company and reference drawn thereto in theAnnual Report. Further the number of shares and convertible instruments held bynon-executive directors shall be disclosed by the Company in its Annual Report.

6.4 With regard to payment of remuneration the section on the corporate governance ofthe Annual Report of the Company shall contain the following disclosures namely :

6.4.1All elements of remuneration package of individual directors summarized undermajor groups such as salary benefits bonuses stock options pension etc;

6.4.2 Details of fixed component and performance linked incentives along with theperformance criteria;

6.4.3 Service contracts notice period severance fees; and

6.4.4Stock option details if any - and whether issued at a discount as well as theperiod over which accrued and over which exercisable.

7. Review and Implementation

7.1 The Managing Director in consultation with the Chief Executive Officer and the headof the Human Resource department shall conduct an evaluation of performance for seniormanagement employees and all the other employees who are two level below the Board on anannual basis to monitor and review and if necessary revise the appropriateness of eachremuneration package and the summary of the evaluation will be placed before the Committeefor its approval.

7.2 The Committee shall be responsible for monitoring the implementation of theNomination and Remuneration Policy conducting a review of the same from time to time andadvising the Board on the mode of revision of the policy such as inclusion of long-termincentives that would contribute towards creating a sustainable value for shareholders ofthe Company.

8. Amendment

The Board of Directors reserves the right to amend or modify the Nomination andRemuneration Policy in whole or in part at any time without assigning any reasonwhatsoever. However no such amendment or modification will be binding on the employeeskey managerial personnel and senior management employees unless the same is notified tothem in writing.

Annexure

Board Diversity Policy

1. Purpose

This Board Diversity Policy (‘Policy') sets out the approach to diversity on theBoard of Directors (‘Board') of The Mandhana Retail Ventures Limited(‘TMRVL'/'the Company').

2. Scope

This Policy applies to the Board. It does not apply to employees generally.

3. Policy Statement

TMRVL recognizes and embraces the importance of a diverse

Board in its success. TMRVL believes that a truly diverse Board will leveragedifferences in thought perspective knowledge skill regional and industry experiencecultural and geographical background age ethnicity race and gender which will ensurethat the Company retains its competitive advantage.

TMRVL believes that a diverse Board will contribute to the achievement of its strategicand commercial objections including to:

• Drive business results;

• Make corporate governance more effective;

• Enhance quality and responsible decision making capability;

• Ensure sustainable development; and

• Enhance the reputation of the Company.

The Nomination and Remuneration Committee (‘Committee') is responsible forreviewing and assessing the composition and performance of the Board as well asidentifying appropriately qualified persons to occupy Board positions.

While all appointments to the Board will continue to be made on merit the Committeewill consider the benefits of diversity (including but not limited to the attributeslisted above) in identifying and recommending persons for Board membership as well as inevaluating the Board and its individual members.

Further the Committee will ensure that no person is discriminated against on groundsof religion race gender pregnancy childbirth or related medical conditions nationalorigin or ancestry marital status age sexual orientation or any other personal orphysical attribute which does not speak to such person's ability to perform as a Boardmember.

Accordingly the Committee shall:

• Assess the appropriate mix of diversity skills experience and expertiserequired on the Board and assess the extent to which the required skills are representedon the Board;

• Make recommendations to the Board in relation to appointments and maintain anappropriate mix of diversity skills experience and expertise on the Board and

• Periodically review and report to the Board requirements if any in relation todiversity on the Board.

The Board shall have an optimum combination of executive non-executive and independentdirectors in accordance with requirements of the Articles of Association of the Companythe Companies Act 2013 Listing Regulations and the statutory regulatory and contractualobligations of the Company.

The effective implementation of this Policy requires that shareholders are able tojudge for themselves whether the Board as constituted is adequately diverse. To this endTMRVL shall continue to provide sufficient information to shareholders about the sizequalifications and characteristics of each Board member.

4. Responsibility and Review

The Committee will review this Policy periodically and recommend appropriate revisionsto the Board.

For and on behalf of the Board of Directors
The Mandhana Retail Ventures Limited
(formerly known as Mandhana Retail Ventures Limited)
Sangeeta Mandhana Priyavrat Mandhana
Managing Director Executive Director
DIN: 06934972 DIN: 02446722
Place: Mumbai
Date: 28th May 2018