You are here » Home » Companies » Company Overview » Mandhana Retail Ventures Ltd

Mandhana Retail Ventures Ltd.

BSE: 540210 Sector: Industrials
NSE: TMRVL ISIN Code: INE759V01019
BSE 00:00 | 17 Aug 57.40 -2.00
(-3.37%)
OPEN

58.35

HIGH

59.15

LOW

56.00

NSE 00:00 | 17 Aug 57.60 -1.60
(-2.70%)
OPEN

58.55

HIGH

59.85

LOW

57.10

OPEN 58.35
PREVIOUS CLOSE 59.40
VOLUME 9738
52-Week high 188.40
52-Week low 53.00
P/E 18.82
Mkt Cap.(Rs cr) 127
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.35
CLOSE 59.40
VOLUME 9738
52-Week high 188.40
52-Week low 53.00
P/E 18.82
Mkt Cap.(Rs cr) 127
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 6th Annual Report and theAudited Accounts of the Company for the year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lakh)
Particulars 31 March 2017 31 March 2016
Total Turnover 21830.17 21812.68
Other Income 105.43 122.90
Profit Before Interest Depreciation and Taxation 4018.37 4017.86
Less: 1. Interest 472.36 442.79
2. Depreciation 340.02 298.90
Profit Before Taxation 3205.99 3276.17
Less: Provision for Taxation
Current Tax 1240.00 1137.63
Deferred Tax (36.12) (3.00)
Net Profit for the Year 2002.11 2141.54
Less: Income Tax paid for earlier year 0.00 0.00
Profit after Taxation 2002.11 2141.54
Add : Balance of Profit from earlier years 4149.73 2008.19
Amount available for Appropriations 6151.84 4149.73
Less: Transfer to General Reserve 0.00 0.00
Balance carried forward 6151.84 4149.73

Note:

The Hon'ble High Court of Judicature at Bombay had vide its order dated 29thMarch 2016 effective from 1st April 2016 approved the Scheme of Arrangement("Scheme") between Mandhana Industries Limited ("MIL') and The MandhanaRetail Ventures Limited ("Company") and their respective Shareholders andCreditors pursuant to which the Retail Business of MIL has been demerged and transferredinto the Company from the appointed date viz. 1st April 2014.

2. COMPANY PERFORMANCE AND BUSINESS OVERVIEW

A detailed discussion of operations for the year ended 31st March 2017 isprovided in the Management Discussion and Analysis Report which is presented in aseparate section forming part of this Annual Report.

3. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2016-17

i. Scheme of Arrangement

The Hon'ble High Court of judicature at Bombay had vide its order dated 29thMarch 2016 sanctioned the Scheme of Arrangement ("Scheme") between MandhanaIndustries Limited ("MIL/ Demerged Company") and The Mandhana Retail VenturesLimited (formerly Mandhana Retail Ventures Limited) ("Company") and theirrespective shareholders and creditors under Section 391 to 394 read with Sections 100 to103 of the Companies Act 1956. Pursuant to the Scheme the retail business of MIL has beendemerged and transferred into the Company with effect from the Appointed Date i.e. 1stApril 2014.

ii. Changes in Paid-up Share Capital

During the year under review pursuant to the Scheme becoming effective and afterascertainment of the respective entitlements of the shareholders of the Demerged Companyas on 23rd September 2016 (i.e. the Record Date fixed by the Demerged Companyin terms of the Scheme) the Board of Directors of Company vide resolution passed on 27thSeptember 2016 allotted 22082609 (Two Crore Twenty Lakh Eighty Two Thousand SixHundred and Nine) Equity Shares of Rs.10/- (Rupees Ten only) each to the eligibleshareholders of the Demerged Company. The shares were allotted to those shareholders ofMIL whose names were appearing as the beneficial owner in the records of Depositories andas Members in the Register of Members as on the Record Date in the ratio of 2 (Two) fullypaid equity shares of '10/- (Rupees Ten only) each for every 3 (Three) fully paid equityshares of Rs.10/- (Rupees Ten only) each held in MIL.

iii. Cancellation of Shares

Upon allotment of 22082609 equity shares of Rs.10/- each (Rupees Ten only) theexisting 50000 equity shares of Rs.10/- each (Rupees Ten only) were extinguished andcancelled pursuant to the Scheme.

iv. Settlement of Fractional Entitlements

The fractional entitlements arising out of allotment of equity shares issued pursuantto the Scheme were consolidated and sold in terms of the Clause 13 of the Scheme. Thefractional entitlements were duly paid to the respective shareholders in the month ofJanuary 2017 through prescribed modes of payment along with necessary intimations of suchpayments to each of such shareholders.

v. Listing of Shares

Equity Shares allotted pursuant to the Scheme were listed and permitted for trading onBSE Limited ("BSE") and National Stock Exchange of India Limited("NSE") w.e.f. 14th December 2016.

vi. Change in Name

To reflect the exclusivity of the brand name of the Company was changed from"Mandhana Retail Ventures Limited" to "The Mandhana Retail VenturesLimited". A fresh Certificate of Incorporation pursuant to the change of name of theCompany was issued by the Registrar of Companies Mumbai on 26th September2016.

4. 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.

5. TRANSFER TO RESERVE

Nil.

6. 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.

7. 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 2016-17. A declaration to this effect signed by theChief Executive Officer of the Company is contained in this annual report.

8. PUBLIC DEPOSIT

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of Company Mr. Sachin Jaju retires by rotation and being eligible offershimself for re-appointment.

The Board of Directors in its meeting held on 7th October 2016 appointedMr. Pradip Dubhashi (DIN: 01445030) Mr. Ramnath Pradeep (DIN: 02608230) and Mr. KiranVaidya (DIN: 02548532) as Additional Directors (Non-Executive and Independent Directors)of the Company who hold office up to the date of this Annual General Meeting (AGM) underthe provisions of Article 151 of the Articles of Association of the Company and Sections149 150 152 and 161 read with Schedule IV and all other applicable provisions if anyof the Companies Act 2013 and the Rules framed thereunder and Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company hasreceived notices from members proposing their appointment as Independent Directors of theCompany in accordance with the provisions of Section 149 of the Companies Act 2013 tohold office as per their tenure of appointment mentioned in the Notice of the ensuingAnnual General Meeting of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Companies Act 2013.

Brief details of Directors proposed to be appointed/ re-appointed as required underRegulation 36(3) of Listing Regulations are provided in the notice of the ensuing AnnualGeneral Meeting. Necessary details have also been annexed to the notice of the meeting interms of Section 102(1) of the said Act.

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.

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

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. ManishMandhana was appointed as Chief Executive Officer of the Company with effect from 1stApril 2017 based on the recommendation of the Nomination and Remuneration Committee ofthe Board. Mr. Virendra Varma was appointed as the Company Secretary of the Company witheffect from 1st October 2016. During the year under review none of the KMP ofthe Company resigned from their respective positions in the Company.

10. 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 March 2017 without thepresence of Executive Directors or Members of the Management. All the IndependentDirectors attended the Meeting. The Independent Directors at the Meeting found it prudentthat the evaluation of the performance of the Executive and Non-Executive Directors theCommittees and the Board as whole be conducted after the ensuing Annual General Meeting ofthe Company as some additional time would allow the Independent Directors to evaluate theperformance more precisely.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 13 Board Meetings were convened and held. Details of meetings of theBoard and its Committees alongwith the attendance of the Directors therein have beendisclosed in the Corporate Governance Report.

12. 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

13. AUDIT COMMITTEE

As on 31st March 2017 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 GovernanceSection.

14. NOMINATION AND REMUNERATION POLICIES

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 Board has also formulated a Policy relating to remuneration of Directors Membersof Senior Management and Key Managerial Personnel.

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

15. RISK MANAGEMENT POLICY

The Company continuously monitors its risk management framework to identify measureand mitigate business risks and threats. This framework seeks to create transparencyminimize adverse impact on business objective and enhance the Company's Competitiveadvantage.

This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.

16. 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.

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 ofthe Members to Note No. 31 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 in remuneration of each Director Chief Executive Officerand Company Secretary during FY 2016-17 and ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for FY 2016-17 are as under:

Sr. No. Name of Director /KMP and Designation Remuneration of Director/ KMP for FY 2016-17 (in ') % increase in remuneration in FY 2016-17 Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1 Mrs. Sangeeta Mandhana-Managing Director* 5841920 N.A. 48.08
2 Mr. Priyavrat Mandhana-Executive Director* 5841920 N.A. 48.08
3 Mr. Sachin Jaju-Non-Executive Director* 250000 N.A. N.A.
4 Mr. Pradip Dubhashi-Non-Executive Chairman and Independent Director# 400000 N.A. N.A.
5 Mr. Ramnath Pradeep-Non-Executive and Independent Director# 400000 N.A. N.A.
6 Mr. Kiran Vaidya-Non-Executive and Independent Director# 375000 N.A. N.A.
7 Mr. Virendra Varma-Company Secretary# 583200 N.A. N.A.
8 Mr. Manish Mandhana-Chief Executive Officer (CEO)@ NIL N.A. N.A.

*No remuneration was paid to Mrs. Sangeeta Mandhana and Mr Priyavrat Mandhana duringthe previous financial year (2015-16) as their respective appointment was made as ManagingDirector and Executive Director in the financial year 2016-17 effective from 1stSeptember 2016.

#No remuneration was paid to the Independent Directors and the Company Secretary duringthe previous financial year (2015-16) as their respective appointment was made during thefinancial year 2016-17 (All independent directors were appointed on 7thOctober 2016 and the Company Secretary was appointed with effect from 1stOctober 2016).

@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 2015-16 and2016-17. f

Note:

Remuneration paid to each Whole-Time Director and KMP includes Salary allowancescompany's contribution to provident fund and monetary value of perquisites if any. Theremuneration paid to Non-Executive and/or Independent Directors comprises of sitting feesonly.

ii. The median remuneration of employees of the Company during FY 2016-17 wasRs.209124/-;

iii. In the financial year under review there was a decrease of43.78% in the medianremuneration of employees;

iv. There were 604 permanent employees on the rolls of the Company as on 31stMarch 2017;

v Average percentage decline in the salaries of employees other than the managerialpersonnel in the last financial year

i.e. FY2016-17 was 45.87% as compared to FY2015-16. Since all the Key ManagerialPersonnel were appointed during the FY 2016-17 the same is not comparable with theFY2015-16.

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 www.mandhanaretail.com.

19. STATUTORY AUDITORS AND AUDITORS' REPORT

During the year under review M/s. Vishal H. Shah & Associates CharteredAccountants has stepped down as the Statutory Auditors of the Company w.e.f. 12thDecember 2016 on account of their pre-occupation.

Subsequently the Members of the Company has appointed M/s. BSR & Co. LLPChartered Accountants (Firm Registration Number: 101248W/W-100022) as Statutory Auditorsof the Company through postal ballot process in accordance with the provisions of section110 read with the Companies (Management and Administration) Rules 2014. M/s. BSR &Co. LLP Chartered Accountants have been appointed as the Statutory Auditors of theCompany to hold office till the conclusion of the 6th Annual General Meeting.In accordance with section 139 of the Companies Act 2013 the Board of Directors onrecommendation of Audit Committee in its meeting held on 29th May 2017 hasrecommended the appointment of M/s. BSR & Co. LLP Chartered Accountants (FRN:101248W/W-100022) as the Statutory Auditors of the Company for a period of 5 years tohold office until the conclusion of the 11th Annual General Meeting of theCompany to be held in calendar year 2022. In accordance with the provisions of Sections139 142 and other applicable provisions of the Companies Act 2013 and of the Companies(Audit and Auditors) Rules 2014 the appointment of the Statutory Auditors is required tobe ratified by the shareholders at every Annual General Meeting during their tenure. M/s.BSR & Co. LLP Chartered Accountants have consented to act as the Statutory Auditorsof the Company.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report is enclosed with the financial statements inthis 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 asAnnexure-‘D' and forms an integral part of this Report.

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 2016-17 is enclosed asAnnexure -‘B'.

22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary Joint Venture and Associate Company as on 31stMarch 2017.

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 31stMarch 2017 the applicable Accounting Standards have been followed along with properexplanation relating 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 EXCHANGEEARNINGS 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 2017 areprovided under Annexure-‘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 neither the Company has accepted deposits during the yearunder review nor there were any deposits outstanding 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: 29th May 2017

Annexure-‘A' to Directors' Report

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

(A) CONSERVATION OF ENERGY

The Company has always been conscious of the need for conservation of energy and hasbeen sensitive in making progress towards this initiative. Adequate measures are alwaystaken to ensure optimum utilisation and maximum possible saving of energy at the storesand corporate office of the Company.

All efforts are made to use more natural lights in offices/store premises to optimizethe consumption of energy. The Company constantly improves on and installs various energysaving devices.

(B) TECHNOLOGY ABSORPTION

The Company is monitoring the technological up-gradation taking place in othercountries in apparel industries. The Company committing itself of Research &Development activities has always played an imperative role for cost-effective expansionof its business. The Design Department of the Company is constantly developing originaldesigns to match the need of the customers in the ever changing fashion world.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Earnings : Rs. 320946593/-
Out go : Rs. 112993576/-

 

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: 29th May 2017