You are here » Home » Companies » Company Overview » V2 Retail Ltd

V2 Retail Ltd.

BSE: 532867 Sector: Industrials
NSE: V2RETAIL ISIN Code: INE945H01013
BSE 00:00 | 20 Feb 82.00 0.30
(0.37%)
OPEN

82.50

HIGH

83.45

LOW

74.00

NSE 00:00 | 20 Feb 81.95 0.20
(0.24%)
OPEN

82.00

HIGH

83.60

LOW

81.50

OPEN 82.50
PREVIOUS CLOSE 81.70
VOLUME 11009
52-Week high 321.00
52-Week low 74.00
P/E 16.80
Mkt Cap.(Rs cr) 279
Buy Price 81.45
Buy Qty 18.00
Sell Price 82.00
Sell Qty 2.00
OPEN 82.50
CLOSE 81.70
VOLUME 11009
52-Week high 321.00
52-Week low 74.00
P/E 16.80
Mkt Cap.(Rs cr) 279
Buy Price 81.45
Buy Qty 18.00
Sell Price 82.00
Sell Qty 2.00

V2 Retail Ltd. (V2RETAIL) - Director Report

Company director report

It gives me great pleasure to share with you the performance of your company along withaudited accounts for the financial year ended March 31 2019.

1. State of company Affairs

The Financial Year 2018-19 was marked with volatility and disruptions due tocompetition. Your company however continued to perform consistently well in thesechallenging times and deliver better results. With sales at Rs 748 Crore V2 retail hasregistered an overall growth of 34% in the turnover. EBIDTA at Rs 46.9 Crore has decreasedby 9% over previous year.

In order to strengthen its market share the company have added 31 new stores and alsotaken steps to improve the supply chain network. Besides e_ciency improvement and costoptimisation have been followed vigorously across all the functions of the organisation.

Exceptional items amounting to Rs 2661.89 lakh for the year ended 31 March 2019represents one time settlement amount which the Company has paid to the lenders forrelinquishing their Right of Recompense (ROR) for the sacrifices made by them in Financialyear 2010-2011 under the Corporate Debt Restructuring (CDR) package vide MasterRestructuring Agreement (MRA) entered into in November 2010. Further company have madegain of Rs 459.70 lakh on Sale of CCD of TPG Wholesale Private Limited.

The net amount paid by the company was around Rs 2202.19 lakhs after adjusting salevalue of CCD FDR and other related matters with the CDR lenders.

Further CDR lenders have issued No dues Certificate and released all the securitiesheld by them.

Financial Results

The operating results of the Company for the year under review are as follows:

(Rs in lakhs except for per share data)
Particulars For the Year ended 31.03.2019 For the Year ended 31.03.2018
Revenue from operation 74841.94 55940.36
Other Income 989.08 325.55
Total income 75831.02 56265.91
Profit before Interest Depreciation & Taxation 5675.23 5498.92
Interest & Finance Costs 65.99 57.49
Depreciation and amortisation 1442.32 840.64
Profit from Operations before Exceptional Items and Tax 4166.92 4600.79
Exceptional Items -2661.89 -
Profit before Taxation 1505.03 4600.79
Less : Provision for Taxation
- Current Tax 76.05 -
- Deferred Tax -620.31 1492.59
Profit After Taxation 2049.29 3108.20
Total other Comprehensive Income -6.42 -11.19
Total Comprehensive Income for the period 2042.87 3097.01
Paid up equity share capital (Face value of Rs 10 each) 3407.40 3392.27
Other Equity as per balance Sheet 26128.36 24003.68
Earnings Per Share 6.02 9.62

2. Operations Review

The Company continued with its strategy to establish "V2" brand of Retailstores across north east south and central part of India during the year. It is one ofthe fastest growing retail company in India and enjoys strong brand equity from customersacross segments.

During the year the number of "V2" stores increased to 77 (Seventy Seven)spread across 17 state and 72 cities with total retail area in excess of 9 lakhs sq. ft.The Company added 31 (Thirty one) and closed 3 (Three) stores during the year.

During the year under review the Company continued to focus on enhancing thecapability of the organization and towards the achievement of this goal the Company hasbeen taking a number of initiatives.

3. Dividend

Implementation of landmark reforms and immense growth opportunity for the organisedretail industry in India your Directors intend to retain internal accrual for businessgrowth of company. Therefore the Board of Directors does not propose to declare anydividend for this year.

4. Transfer to Reserve

Your Directors do not propose to transfer any amount to the general reserve.

5. Material changes and commitments

No material changes and commitments have occurred from the date of close of thefinancial year till the date of this Report which might affect the financial position ofthe Company.

6. Share Capital

The paid - up share capital of the Company was increased from Rs 3392.27 lakhs to3407.40 lakhs as on March 31 2019.

During the year the Company made an allotment of 151334 (One Lakh Fifty One ThousandThree Hundred Thirty Four) Equity shares at an exercise price (Face Value) of Rs 10/- eachto respective eligible employee pursuant to exercise of employee stock options under V2R -Employee Stock Option Scheme 2016 ("ESOP 2016") amounting to Rs 15.13 lakhs.

7. Transfer to Investor Education Protection Fund

Pursuant to the provisions of Section 205C of the Companies Act 1956 (Section 125 ofthe Companies Act 2013) your Company has not transferred any amount during the year2018-19 to the Investor Education and Protection Fund.

8. Employee Stock Option Scheme

The Company has implemented a V2R-Employee Stock Option Scheme 2016 (‘ESOP 2016')which was approved by the members at the Annual General Meeting held on September 302016. Your Directors have approved grant of options to the eligible employees of theCompany under the scheme ‘V2R-Employee Stock Option Scheme 2016' (‘ESOP 2016').

The information required to be disclosed under SEBI (Share Based Employee Benefits)Regulations 2014 as on March 31 2019 are as follows and respective disclosures aredisplayed on the website of the company i.e. www.v2retail.com.

Particulars Details
Date of Shareholders Approval September 30 2016
Number of Options 12 44380 (Twelve lakhs forty four thousand three hundred eighty) options to be convertible into equal number of fully paid up Equity Shares of the Company of face value of Rs 10 each.
Number of options outstanding at the beginning of the year 227709
Number of options granted during the year 245590
Number of options forfeited / lapsed 223335
Number of options vested during the year 151334
Number of options exercised during the year 151334
Number of shares arising as a result of exercise of options 151334
Money realized by exercise of options 1513340
Number of options outstanding at the end of the year 98630
Number of options exercisable at the end of the year 98630
Exercise Pricing Formula Exercise price is Face Value of the Share of the company as on date on which the options are exercised by employee.

Person-wise details of options granted as on March 31 2019:

Particulars Details
Key Managerial Personnel Vipin Kaushik CFO (2273 ESOP Option)
Umesh Kumar Company Secretary & Compliance
Officer (2810 ESOP Option)
Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year Nil
Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Nil

9. Bonus issue

Company has not allotted/transferred or issued any bonus shares during the year.

10.Change in the nature of the Business if any

There was no change in the nature of business of the Company during the financial yearended March 31 2019. However Company is planning to broaden its operations by adding newretail stores for strengthening existence and to reach amongst the larger consumer base toenhance its turnover and operating revenue.

11. Internal Control systems and their adequacy

Your Company has in place an adequate system of internal controls commensurate withits size requirements and the nature of operations. These systems are designed keeping inview the nature of activities carried out at each location and various businessoperations.

Your Company's in-house internal audit department carries out internal audits at allstores locations Offices and warehouse / distribution centre across all locations of thecountry. Their objective is to assess the existence adequacy and operation of financialand operating controls set up by the Company and to ensure compliance with the CompaniesAct 2013 SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015(SEBI Listing Regulations 2015) and corporate policies.

Board of Directors of the company has appointed M/s Khubchandani & Associates (FRNNo. 009554C) Chartered Accountant as the Internal Auditor of the Company to conduct theInternal Audit Functions for Financial Year 2018-19.

A summary of all significant findings by the audit department along with the follow-upactions undertaken thereafter is placed before the Audit Committee for review.

The Audit Committee reviews the comprehensiveness and effectiveness of the report andprovides valuable suggestions and keeps the Board of Directors informed about its majorobservations from time to time.

12. Internal financial controls

The Company has in place adequate financial controls commensurate with its size scaleand complexity of its operations. The Company has in place policies and proceduresrequired to properly and efficiently conduct its business safeguard its assets detectfrauds and errors maintain accuracy and completeness of accounting records and preparefinancial records in a timely and reliable manner.

13.Segment Reporting

The Board wishes to inform you that Segment Reporting is not applicable to the Company.

14. Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of Regulation 36 of SEBI(LODR) Regulations 2015 is annexed with the Annual Accounts of the Company.

15. Subsidiary companies joint ventures and associate companies

The Company had no subsidiary and joint venture during the financial year 2018-19.Further there are no associate companies within the meaning of Section 2(6) of theCompanies Act 2013 ("Act").

16. Consolidated financial statements

The Company is not having any Subsidiary Companies; therefore applicable provisions ofCompanies Act 2013 and the Accounting Standard AS-21 in relation to Consolidation ofFinancial Statements do not apply on the Company.

17. Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 read with The Companies (Acceptance of Deposits) Rules 2014.

18. Secretarial Standards of ICSI

The Ministry of Corporate Affairs has mandated SS-1 SS-2 and SS-3 with respect toboard meetings general meetings and payment of dividend respectively. The Company is incompliance with the same.

19. Auditors and Auditors' Report

Statutory audit

Your Company's Auditors M/s. Walker Chandiok & Co LLP Chartered AccountantsDelhi (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors ofthe Company from the conclusion of 16th Annual General Meeting till the conclusion of the21st Annual General Meeting of the Company subject to ratification by members every year.

The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting TheCompany has received a certificate from the Auditor under section 141 of the Companies Act2013 to the effect that they are eligible to continue as Statutory Auditors of theCompany.

The Auditor's have put certain qualifications in their report to which the managementhas put forward the following below mentioned replies; Qualification and response toAuditor's Report (i) As stated in Note 5 to the accompanying financial results theCompany's other equity as at31 March 2019 includes an amount of Rs 365.36 lakhs in thenature of capital reserve arising out of business restructuring carried out in earlieryears for which the Company's management has not been able to provide necessaryreconciliation and information. In the absence of sufficient appropriate audit evidencewe are unable to comment upon the appropriateness and classification of the aforesaidbalance and the consequential impact if any on the financial results. This matter wasalso modified in our audit report on the financial results for the year ended 31 March2018.

Management Response: The Company restructured its business in the financial year2010-11 resulting in creation of capital reserve amounting to Rs 60523.24 lakhs. Theaforementioned reserve has been reconciled except for Rs 365.36 lakhs which the Company isin the process of reconciling. However the management believes that there is no impact ofthe same on statement of profit and loss.

(ii) As stated in Note 6 to the accompanying financial results the Company'scontingent liabilities as at 31 March 2019 include an amount of Rs 2512.37 lakhs relatingto litigations pending with various authorities for which the Company's management hasnot been able to provide necessary details and information. In the absence of sufficientappropriate audit evidence we are unable to comment upon the appropriateness andclassification of the aforesaid amounts including management's evaluation of likelyoutcome of such litigations in accordance with Ind AS 37 "Provisions ContingentLiabilities and Contingent Assets" and the consequential impact if any on the totalliabilities and loss as at and for the year then ended. This matter was also modified inour audit report on the financial results for the year ended 31 March 2018.

Management Response: Out of contingent liabilities existing as at 31 March 2019certain liabilities aggregating to Rs 2512.37 lakhs are under appeal with differentauthorities at different levels. Whilst the impact of contingent liabilities on theseresults can only be ascertained on the settlement of such cases/ disputes management hasbroadly assessed that based on the merits of such cases the Company has reasonably goodchances on succeeding and accordingly no provision has been recognised in these financialresults.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Sunpreet Singh & Associates Company Secretaries New Delhi as itssecretarial auditor to undertake the secretarial audit for FY 2018-19. The secretarialaudit report certified by the secretarial auditors in the specified form MR-3 is annexedherewith and forms part of this report and enclosed as Annexure I. The secretarial auditreport does not contain any qualifications reservations or adverse remarks.

20. Frauds Reported By Auditor Under Section 143 (12) Other Than Those Which AreReportable To The Central Government

There are no such frauds reported by auditor which are committed against the Companyby Officers or employees of the Company.

21. Conservation energy technology and foreign exchange outgo

The particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo in accordance with the provisions of Section 134(3) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules 2014 isannexed herewith and forms part of this Report and enclosed as Annexure II.

22. Extract of Annual Returns

In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extracts of theannual return in form MGT 9 is annexed herewith and forms part of this Report as AnnexureIII and same is displayed on the website of the company i.e. www.v2retail.com.

23. Corporate social responsibility

Corporate social responsibility forms an integral part of your Company's businessactivities. Your Company is a responsible corporate citizen supporting activities whichbenefit the society as a whole. In compliance with Section 135 of the Companies Act 2013read with Companies (Corporate social Responsibility Policy) Rules 2014 the Company hasadopted a CSR policy which is available at www.v2retail.com The disclosures as per Rule 9of Companies (Corporate Social Responsibility Policy) Rules 2014 shall be made asAnnexure – IV.

24. Directors and key managerial personnel

In accordance with provisions of Section 152 of the Act read with Rules madethereunder Mr. Akash Agarwal (DIN 03194632) Whole Time Director is liable to retire byrotation at the 18th Annual General Meeting "AGM" and being eligible offerhimself for reappointment.

Mr. Manshu Tandon has resigned as CEO of the company w.e.f March 20 2019 and Mr. AkashAgarwal whole time Director of the company has been appointed of CEO of the company w.e.f.April 30 2019 Mrs. Rochelle Susana D'Souza (representative of India 2020 fund II Ltd) hasbeen appointed as additional Nominee Director w.e.f. November 28 2018 and Mr.Harbir Singh Sidhu has been appointed as Additional Independent Director of the Companyw.e.f. April 30 2019 and Mr. Ravinder Kumar Sharma Independent Director has retired fromthe Board of Directors of the Company w.e.f. April 13 2019 due to completion of his termof five year as Independent Director of the company.

All the Independent Directors have submitted their declaration to the Board confirmingthat they meet the criteria of independence as stipulated in Section 149(6) of theCompanies Act 2013 read with Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

None of the Directors of the Company is disqualified for being appointed as Directoras specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

A brief resume of the Director proposed to be reappointed is provided in the Notice ofthe Annual General Meeting forming part of the Annual report.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

1. Mr. Ram Chandra Agarwal: Chairman &Managing Director

2. Smt. Uma Agarwal: Whole-time Director

3. Mr. Akash Agarwal : Whole-time Director

4. Mr. Umesh Kumar: Company Secretary & Compliance Officer

5. Mr. Vipin Kaushik : Chief Financial Officer*

* Mr. Vipin Kaushik Chief Financial Officer of the company has resigned w.e.f. July152019

25. Board induction training and familiarization programme for Independent Directors

Prior to the appointment of an Independent Director the Company sends a formalinvitation along with a detailed note on the profile of the Company the Board structureand other relevant information. At the time of appointment of the Director a formalletter of appointment which interalia explains the role functions and responsibilitiesexpected of him/her as a Director of the Company is given. The Director is also explainedin detail about the various compliances required from him/ her as a Director under thevarious provisions of the Companies Act 2013 SEBI Listing Regulations 2015 SEBI(Prohibition of Insider Trading) Regulations 2015 the Code of Conduct of the Company andother relevant regulations.

A Director upon appointment is formally inducted to the Board. In order tofamiliarise the Independent Directors about the various business drivers they are updatedthrough presentations at Board Meetings about the performance and Financials of theCompany. They are also provided presentations/booklets about the business and operationsof the Company.

The Directors are also updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors. The details of the Board familiarizationprogramme for the Independent Directors can be accessed at www.v2reatil.com

26. Performance evaluation

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with rulesmade thereunder Regulation 17(10) of and the SEBI Listing Regulations and the Guidancenote on Board evaluation issued by SEBI vide its circular dated January 5 2017 theCompany has framed a policy for evaluating the annual performance of its DirectorsChairman the Board as a whole and the various Board Committees. The Nomination andRemuneration Committee of the Company has laid down parameters for performance evaluationin the policy they include:

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in meetings

• Constructive contributions/positive attributes

• Engaging with and challenging management team without being confrontational orobstructive

• Protection of stakeholder interests

• Contribution to strategic planning

• Carrying out responsibilities as per the code of conduct

The Board also evaluated the performance of each of the Directors the Chairman theBoard as whole and all committees of the Board. The process of evaluation is carried outin accordance with the Board Evaluation Policy of the Company and as per criteriasuggested by SEBI.

27. Number of meetings of the Board

The Board of Directors held Ten meetings during the year on April 16 2018; May 022018; May 30 2018; June 29 2018; August 1 2018; September 1 2018; November 02 2018;November28 2018; January25 2019;; March 30 2019 The maximum time gap between any twomeetings was less than 120 days as stipulated under SEBI's Listing Requirements 2015. Thedetails of Board Meetings held and attendance of Directors are provided in the Report onCorporate Governance forming part of this report.

28. Separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held and attendance ofIndependent Directors therein are provided in the Report on Corporate Governance formingpart of this report.

29. Committees of the Board

The Company has constituted/reconstituted various Board level committees in accordancewith the requirements of Companies Act 2013. The Board has the following committees asunder:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

Details of all the above Committees along with composition and meetings held during theyear under review are provided in the Report on Corporate Governance forming part of thisreport.

30. Whistleblower policy

The Company has established an effective whistle blower policy (vigil mechanism) andprocedures for its Directors and employees; details of which are provided in the Report onCorporate Governance which forms part of this report. The policy on vigil mechanism may beaccessed on the Company's website at: www.v2retail.com

31. Remuneration policy

The remuneration policy of the Company aims to attract retain and motivate qualifiedpeople at the executive and at the board levels. The remuneration policy seeks to employpeople who not only fulfil the eligibility criteria but also have the attributes needed tofit into the corporate culture of the Company. The remuneration policy also seeks toprovide well-balanced and performance related compensation packages taking into accountshareholder interests industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors key managerialpersonnel and the senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals. The remuneration policy is consistent with the‘pay-for-performance' principle. The Company's policy on remuneration and appointmentof Board members as mentioned in the Remuneration Policy has been disclosed at thecompany's website www.v2retail.com. and annexed with the Directors' Report which formspart of the Annual Report as Annexure VI.

32. Related party transactions

All related party transactions entered into by the Company during the financial yearwere at arm's length. During the year the Audit Committee had granted an omnibus approvalfor transactions which were repetitive in nature for one financial year and all suchomnibus approvals were reviewed by the Audit Committee on a quarterly basis. No materialcontracts or arrangements with related parties were entered into during the year underreview. All related party transactions were placed in the meetings of Audit Committee andthe Board of Directors for the necessary review and approval. Your Company's policy onrelated party transactions as approved by the Board can be accessed at:www.v2retail.com. Accordingly the disclosure of Related Party Transactions as requiredunder Section 134(3)(Rs) of the Companies Act 2013 in Form AOC-2 is not applicable

33. Particulars of loans guarantees and investments

During the financial year ended March 31 2019 the Company has made an investment ofNIL in accordance with section 186 of the Companies Act 2013 are given in the notes tofinancial statements. During the year the company has not granted loans guarantee and orprovided any security.

34. Particulars of employees and managerial remuneration

The information of employees and managerial remuneration as required under Section197(2) read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and other details are annexed herewith and forms part of thisreport as Annexure V.

35. Management discussion and analysis and Corporate Governance Report

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015Management Discussion Analysis Corporate Governance Practices followed by your Companytogether with a certificate from the Company's auditors confirming compliance ofconditions of Corporate Governance are an integral part of this report.

36. Risk Management system

The Company has developed and implemented a risk management policy which isperiodically reviewed by the management. In accordance with Regulation 21 of SEBI ListingRegulations 2015 the enterprise risk management policy of the Company which has beenduly approved by the Board is reviewed by the Audit Committee and the Board on a periodicbasis. The risk management process encompasses practices relating to identificationassessment monitoring and mitigation of various risks to key business objectives. Besidesexploiting the business opportunities the risk management process seeks to minimiseadverse impacts of risk to key business objectives.

37. Prevention of sexual harassment at workplace

Your Company is committed to provide a work environment which ensures that every womanemployee is treated with dignity respect and equality. There is zero-tolerance towardssexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. Thepolicy allows every employee to freely report any such act and prompt action will be takenthereon. The policy lays down severe punishment for any such act. Further your Directorsstate that during the year under review there were no cases of sexual harassment reportedto the Company pursuant to the sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

38. Depository Systems

Company's shares are compulsorily tradable in electronic form. As on March 31 201927135166 Equity Shares stand with the NSDL Account and 6806262 Equity Shares standwith the CDSL and 132590 Equity Shares stands in physical form.

The Company has entered into agreements with both National securities DepositoryLimited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholdersholding Shares in physical mode are requested to avail of the dematerialization facilitywith either of the depositories.

Your Company has appointed M/s Link Intime India Private Limited a Category-I SEBIregistered R&T Agent as its Registrar and Share Transfer Agent.

39. Listing Of Shares

The Company's shares are listed and actively traded on the below mentioned StockExchanges:-

I. National Stock Exchange of India Limited (NSE)

"Exchange Plaza" C-1 Block G

Bandra-Kurla Complex

Bandra (East) Mumbai – 400051

II. BSE Limited (BSE)

Phiroze Jeejeebhoy Towers

25th Floor Dalal Street

Mumbai – 400001

40. Details of significant and material orders passed by regulators/courts/ tribunals

There was no instance of any material order passed by any regulators/courts/tribunalsimpacting the going concern status of the Company.

41. Dividend Distribution Policy

The Company has formulated a dividend distribution policy which is enclosed as AnnexureVII and the same is also displayed on the website of the company i.e. www. v2retail.com.

42. Industrial Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of Employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders

43. General

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 underreview:-

a) Issue of the equity shares with differential rights as to dividend voting orotherwise.

b) Issue of shares (including sweat equity shares) to Directors or employees exceptallotment of shares to respective employees pursuant to ESOP Scheme of the Company.

c) Purchase of or subscription for shares in the Company by the employees of theCompany except ESOP.

d) There is no subsidiary of the Company so no policy on material subsidiary isrequired to be adopted.

e) As there is no subsidiary or holding Company of your Company so Managing Directorand Whole Time Directors of the Company does not receive any remuneration or commissionfrom any of such Companies.

44. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility statement the Directors confirm that:

1) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and no material departures have beenmade therefrom. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of Affairs of the Company as at March 31 2019 andof the profit of the Company for the year ended on that date.

2) The Directors have 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.

3) The annual accounts were prepared on a going concern basis.

4) The Directors have laid down effective internal financial controls to consistentlymonitor the Affairs of the company and that such internal financial controls were adequateand operating effectively.

5) The Directors have devised a proper system to ensure compliance with the provisionsof all applicable laws and the same are adequate and operating effectively.

45. Disclosure with Respect to DMAT suspense account /unclaimed suspense account;

No DMAT suspense account /unclaimed suspense account reported by RTA NSDL and CDSL tothe company.

46. Disclosure of details of any application filed for corporate insolvency resolutionprocess by a financial or operational creditor or by the company itself under the IBCbefore the NCLT;

No application has been filed for corporate insolvency resolution process by afinancial or operational creditor or by the company itself under the IBC before the NCLT

47. Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciationof all stakeholders – shareholders bankers dealers vendors and other businesspartners for the excellent support received from them during the year under review. YourDirectors recognise and appreciate the efforts and hard work of all the employees of theCompany and their continued contribution to its progress.

For and on behalf of the Board

Ram Chandra Agarwal

Chairman and Managing Director

DIN 00491885

Place: Delhi

Date: 29-07- 2019