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V2 Retail Ltd.

BSE: 532867 Sector: Industrials
NSE: V2RETAIL ISIN Code: INE945H01013
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VOLUME 2303
52-Week high 206.95
52-Week low 98.80
P/E
Mkt Cap.(Rs cr) 513
Buy Price 0.00
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OPEN 147.80
CLOSE 147.90
VOLUME 2303
52-Week high 206.95
52-Week low 98.80
P/E
Mkt Cap.(Rs cr) 513
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

V2 Retail Ltd. (V2RETAIL) - Director Report

Company director report

Dear Members

It gives us great pleasure to share with you the performance of your company along withthe Audited Financial Statements for the Financial Year ended March 31 2021.

1. State of company A_airs

The Financial Year 2020-21 was one of most difficult year for Retail Industry. YourCompany’s operations have been impacted by the Covid-19 pandemic related developmentsstarting from March 2020 and continued restrictions adversely affected activities acrossthe economic ecosystem. Significant measures were implemented to ensure safety ofemployees of the Company and safety measures were continue to be in force at all ourstores and offices. The stores site operations were resumed gradually from June 2020 uponrevocation of the restrictions imposed by the State / Central Governments.

Despite the challenging environment your Company was able to post decent performance.During the year your Company reported total revenue of B538.64 Crores and PAT/(Loss) of B(11.03) Crores on standalone basis.

In order to strengthen its market share the company have added 27 new stores andclosed 8 stores during the year and also taken steps to improve the supply chain network.Besides efficiency improvement and cost optimisation have been followed vigorously acrossall the functions of the organisation.

Financial Results

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

(Bin lakhs)

Particulars

Standalone

Consolidated

For the Year ended 31.03.2021 For the Year ended 31.03.2020 For the Year ended 31.03.2021 For the Year ended 31.03.2020
Revenue from operation 53864.74 70122.12 53864.74 70122.62
Other Income 2215.84 226.59 2296.54 247.52
Total Income 56080.58 70348.71 56161.28 70370.14
Profit before Interest Depreciation & Taxation 7093.01 7830.29 7150.33 7735.42
Interest & Finance Costs 3023.51 2992.53 3128.10 3025.12
Depreciation and amortisation 5378.51 5045.09 5551.32 5097.71
Profit/(Loss) from Operations before Exceptional Items and Tax -1309.01 -207.33 -1529.10 -387.41
Exceptional Items - -1254.51 - -1254.51
Profit/(Loss) before Taxation -(1309.01) 1047.18 -1529.10 867.1
Less : Provision for Taxation
- Current Tax - - - -
- Deferred Tax -205.18 32.65 -244.83 -11.07
Profit/(Loss) After Taxation (1) -1103.83 1014.53 -1284.27 878.17
Other Comprehensive Income/ (Loss) (2) -0.94 -51.39 -1.18 -51.39
Total Comprehensive Income/ (Loss) (1+2) -1104.77 963.14 -1285.45 826.78

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 95 (Ninety Five)spread across 16 state and 83 cities with total retail area of around 10 lacs sq. ft. TheCompany added 27 (Twenty Seven) and closed 8 (Eight) 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

Due to the Covid-19 pandemic as well as 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.

The disruption in operations due to Second wave of Covid 19 pandemic started from themonth of April 2021 and negatively impacted our financial performance for the firstquarter ending on June 2021. The various state governments have started giving relaxationsfor opening of the stores starting from June 2021. The consumer confidence is all timelow however based on our product as well efforts of the management we are confident toovercome this difficult and uncertain times.

6. Share Capital

The paid - up share capital of the Company is B 3410.50 Lakhs as on March 31 2021.

During the year under review the paid up share capital of the Company remains the same.

7. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act 2013 your Company wasnot required to transfer any amount during the year 2020-21 to the Investor Education andProtection Fund.

8. Employee Stock Option Scheme

The Company has implemented a V2R-Employee Stock Option Scheme 2016 (‘ESOP2016’) which was approved by the members at the Annual General Meeting held onSeptember 30 2016. Your Directors have approved grant of options to the eligibleemployees of the Company under the scheme ‘V2R-Employee Stock Option Scheme2016’ (‘ESOP 2016’).

The information required to be disclosed under SEBI (Share Based Employee Benefits)Regulations 2014 as on March 31 2021 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 1244380 (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 B 10 each.
Number of options outstanding at the beginning of the year 290175
Number of options granted during the year Nil
Number of options forfeited / lapsed 5860
Number of options vested during the year 3277
Number of options exercised during the year -
Number of shares arising as a result of exercise of options -
Particulars Details
Money realized by exercise of options Nil
Number of options outstanding at the end of the year 284315
Number of options exercisable at the end of the year 284315
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 2021:

Particulars Details
Key Managerial Personnel Nil
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 2021. 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 atall stores locations offices and warehouse / distribution centre across all locations ofthe country. Their objective is to assess the existence adequacy and operation offinancial and operating controls set up by the Company and to ensure compliance with theCompanies Act 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 H Dangi and Company (FRN No.08143C)Chartered Accountants as the Internal Auditor of the Company to conduct the Internal AuditFunctions for Financial Year 2020-21.

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 AuditCommittee reviews the comprehensiveness and effectiveness of the report and providesvaluable 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

Your Company has a wholly owned subsidiary Company named as M/s V2 Smart ManufacturingPrivate Limited which was incorporated on 25.10.2019. Except this your Company had nosubsidiary and joint venture during the financial year 2020-21. Further there are noassociate companies within the meaning of Section 2(6) of the Companies Act 2013("Act").

16. Consolidated Financial Statements

The Consolidated Profit and Loss Account for the period ended 31st March 2021includes the Profit and Loss Account for the subsidiary for the complete financial yearended 31st March 2021. The Board of Directors of the Company has at its Meeting held onJune 28 2021 given consent for not attaching the Balance Sheets of the subsidiariesconcerned.

The Consolidated Financial Statements of the Company including its subsidiaries dulyaudited by the statutory auditors are presented in the Annual Report. The ConsolidatedFinancial Statements have been prepared in strict compliance with applicable AccountingStandards and where applicable the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as prescribed by the Securities and Exchange Board of India. A reporton performance and financial position of the subsidiaries companies included in theConsolidated Financial Statement is presented in a separate section in this Annual Report.Please refer (form No. AOC-1) annexed to the financial statements in the Annual Report.

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 CharteredAccountants Delhi (Firm Registration No. 001076N/N500013) were appointed as theStatutory Auditors of the Company from the conclusion of 16th Annual GeneralMeeting of the Company held on 29th September 2017 for a period of Five Years till theconclusion of the 21st Annual General Meeting of the Company subject toratification by members every year.

However 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

The Company has received a certificate from the Auditor under section 141 of theCompanies Act 2013 to the effect that they are eligible to continue as Statutory Auditorsof the Company.

The Auditor’s have put certain qualifications in their report to which themanagement has put forward the following below mentioned replies;

Qualification and response to Auditor’s Report

(i) As stated in Note 4 to the accompanying financial results the HoldingCompany’s other equity as at 31 March 2021 includes an amount of B 365.36 lakh in thenature of capital reserve arising out of business restructuring carried out in earlieryears for which the Holding Company’s management has not been able to providenecessary reconciliation and information. In the absence of sufficient appropriate auditevidence we are unable to comment upon the appropriateness and classification of theaforesaid balance and the consequential impact if any on the financial results. Thismatter was also modified in our audit report on the financial results for the year ended31 March 2020.

Management Response: The Company restructured its business in the financial year2010-11 resulting in creation of capital reserve amounting to B 60523.24 lakh. Theaforementioned reserve has been reconciled except for B 365.36 lakh which the

Company is in the process of reconciling. However the management believes that thereis no impact of the same on statement of profit and loss.

(ii) As stated in Note 5 to the accompanying financial results the Company’scontingent liabilities as at

31 March 2021 include an amount of B799.59 lakh relating to litigations pending withvarious authorities for which the Holding Company’s management has not been able toprovide necessary details and information. In the absence of sufficient appropriate auditevidence we are unable to comment upon the appropriateness and classification of theaforesaid amounts including management’s evaluation of likely outcome of suchlitigations in accordance with Ind AS 37 "Provisions Contingent Liabilities andContingent Assets" and the consequential impact if any on the total liabilities andloss as at and for the year then ended. This matter was also modified in our audit reporton the financial results for the year ended 31 March 2020.

Management Response: Out of contingent liabilities existing as at 31 March 2021certain liabilities aggregating to B799.59 lakh 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 2020-21. 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. Annual Return

In accordance with Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2021 the requirement of attaching extract ofannual return in Form MGT 9 with the Board’s Report is done away with. The AnnualReturn as referred in Section 134(3)(a) of the Act for the financial year ended March 312021 is available on the websites of the Company 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 annual report on CSR activities pursuant to Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is provided in Annexure – III to this report.

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 20th Annual General Meeting "AGM" and being eligible offershimself for reappointment.

During the year under review Mr. Lalit Kumar (DIN 00025150) Dr. Arun Kumar Roopanwal(DIN 00406817) and Mrs. Archana Surendra Yadav (DIN 07335198) who were appointed asAdditional Independent Directors of the Company w.e.f. January 27 2020 were regularizedas Independent Director at the 19th Annual General Meeting of the Company heldon September 28 2020.

During the year Mr. Akash Agarwal Whole time Director (DIN 03194632) of the Companyhas been appointed/ designated as CFO of the Company w.e.f. June 25 2020 along withcontinuation as Whole-time Director of the Company.

During the year under review Ms. Jagpreet Kaur resigned as Company Secretary &Compliance Officer of the Company w.e.f. June 17 2020 and Mr. Sudhir Kumar was appointedas Company Secretary & Compliance Officer of the Company w.e.f. June 25 2020.

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 Directors proposed to be reappointed is provided in the Noticeof the 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. Mrs. Uma Agarwal: Whole-time Director

3. Mr. Akash Agarwal : Whole-time Director & CFO*

4. Mr. Manshu Tandon: Chief Executive Officer

5. Mr. Sudhir Kumar: Company Secretary & Compliance Officer**

* Designated/appointed as CFO w.e.f. June 25 2020 **Appointed w.e.f. June 25 2020

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 inter-alia explains the role functions andresponsibilities expected of him/her as a Director of the Company is given. The Directoris also explained in detail about the various compliances required from him/ her as aDirector under the various provisions of the Companies Act 2013 SEBI Listing Regulations2015 SEBI (Prohibition of Insider Trading) Regulations 2015 the Code of Conduct of theCompany and other 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.v2retail.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 and

Remuneration Committee of the Company has laid down parameters for performanceevaluation in 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 five meetings during the year on June 25 2020 August 192020 November 11 2020 February 04 2021 and March 26 2021. The maximum time gapbetween any two meetings was less than 120 days as stipulated under SEBI’s ListingRequirements 2015. The details of Board Meetings held and attendance of Directors areprovided in the Report on Corporate 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. StakeholdersRelationship Committee IV. Corporate Social Responsibility Committee V. Risk ManagementCommittee

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 remunerationpolicy ensures that the remuneration to the directors key managerial personnel and thesenior management involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.The remuneration policy is consistent with the ‘pay-for-performance’ principle.The Company’s policy on remuneration and appointment of Board members as mentioned inthe Remuneration Policy has been disclosed at the company’s website www.v2retail.comand annexed with the Directors’ Report which forms part of the Annual Report asAnnexure IV.

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 omnibusapproval for transactions which were repetitive in nature for one financial year and allsuch omnibus approvals were reviewed by the Audit Committee on a quarterly basis. Nomaterial contracts or arrangements with related parties were entered into during the yearunder review. All related party transactions were placed in the meetings of AuditCommittee and the Board of Directors for the necessary review and approval. YourCompany’s policy on related party transactions as approved by the Board can beaccessed at: www.v2retail.com. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable.

33. Particulars of loans guarantees and investments

During the financial year ended March 31 2021 the Company has not made any investment.During the year the Company has also not granted loans guarantee and or provided anysecurity.

34. Particulars of employees and managerial remuneration

The statement of disclosure of Remuneration under Section 197(12) of the Act read withthe Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (‘Rules’) is appended as Annexure V to this Report.

The information as per the provisions of Section 197(12) of the Act read with Rule 5(2)and 5(3) of the Rules is provided in a separate annexure forming part of this Report.However the Annual Report is being sent to the Members of the Company excluding the saidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office as well as Corporate Office of your Company. Any Member interestedin obtaining a copy of the said statement may write to the Company Secretary of theCompany.

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 Secretary in Practice confirming complianceof conditions 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.

Post closure of Financial Year under review the Board of Directors has approved theConstitution of Risk Management Committee at its meeting held on June 28 2021. Theconstitution of the Risk Management Committee is as follows:

S. No. Name Designation
1 Mr. Akash Agarwal Chairman
2 Dr. Arun Kumar Roopanwal Member
3 Mr. Manshu Tandon Member

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 312021 23859052 Equity Shares stand with the NSDL Account and 10175884 Equity Sharesstand with the CDSL and 70090 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 PrivateLimited a Category-I SEBI registered R&T Agent as its Registrar and Share TransferAgent

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 BlockG Bandra-Kurla Complex Bandra (East) Mumbai – 400051

II. BSE Limited (BSE)

PhirozeJeejeebhoy Towers 25th Floor Dalal Street Mumbai – 400001

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

During the year under review there was no instance of any material order passed by anyregulators/courts/ tribunals impacting the going concern status of the Company.

41. Dividend Distribution Policy

The Company has formulated a dividend distribution policy which is enclosed as AnnexureVI 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) The Company has a wholly owned subsidiary but the same is not a material subsidiaryso no policy on material subsidiary is required to be adopted.

e) Managing Director and Whole Time Directors of the Company does not receive anyremuneration or commission from the Subsidiary Company of the Company and there is noholding Company of your Company.

44. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors to thebest of their knowledge and ability in relation to the Audited Financial Statements ofthe Company for the year ended March 31 2021 confirm that:

a. in the preparation of the accounts for financial year ended March 31 2021 theapplicable accounting standards had been followed and there are no material departures;

b. they have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the profits of theCompany for that year;

c. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a ‘going concern’basis;

e. they have laid down Internal Financial Controls to be followed by the Company andsuch Internal Financial Controls are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were 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

During the year an application u/s 9 Insolvency & Bankruptcy Code was filed by anoperational creditor before NCLT New Delhi against the Company subsequently NCLT videits order dated 10/07/2020 has withdrawn & dismissed the said CIRP initiated againstthe Company.

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

V2 Retail Ltd.

Ram Chandra Agarwal

Chairman and Managing Director

DIN: 00491885

Place: New Delhi

Date: August 13 2021

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