V2 Retail Ltd
Directors Reports
It gives me great pleasure to share with you the performance of your company along with
audited 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 to
competition. Your company however continued to perform consistently well in these
challenging times and deliver better results. With sales at Rs 748 Crore, V2 retail has
registered an overall growth of 34% in the turnover. EBIDTA at Rs 46.9 Crore has decreased
by 9% over previous year.
In order to strengthen its market share, the company have added 31 new stores and also
taken steps to improve the supply chain network. Besides, e_ciency improvement and cost
optimisation have been followed vigorously across all the functions of the organisation.
Exceptional items amounting to Rs 2,661.89 lakh for the year ended 31 March 2019
represents, one time settlement amount which the Company has paid to the lenders for
relinquishing their Right of Recompense (ROR) for the sacrifices made by them in Financial
year 2010-2011 under the Corporate Debt Restructuring (CDR) package vide Master
Restructuring Agreement (MRA) entered into in November, 2010. Further company have made
gain 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 sale
value of CCD, FDR and other related matters with the CDR lenders.
Further CDR lenders have issued No dues Certificate and released all the securities
held 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 |
74,841.94 |
55,940.36 |
| Other Income |
989.08 |
325.55 |
| Total income |
75,831.02 |
56,265.91 |
| Profit before Interest, Depreciation & Taxation |
5675.23 |
5,498.92 |
| Interest & Finance Costs |
65.99 |
57.49 |
| Depreciation and amortisation |
1442.32 |
840.64 |
| Profit from Operations before Exceptional Items and Tax |
4166.92 |
4,600.79 |
| Exceptional Items |
-2661.89 |
- |
| Profit before Taxation |
1505.03 |
4,600.79 |
| Less : Provision for Taxation |
|
|
| - Current Tax |
76.05 |
- |
| - Deferred Tax |
-620.31 |
1,492.59 |
| Profit After Taxation |
2049.29 |
3,108.20 |
| 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 Retail
stores across north, east, south and central part of India during the year. It is one of
the fastest growing retail company in India and enjoys strong brand equity from customers
across 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 the
capability of the organization and towards the achievement of this goal, the Company has
been taking a number of initiatives.
3. Dividend
Implementation of landmark reforms and immense growth opportunity for the organised
retail industry in India, your Directors intend to retain internal accrual for business
growth of company. Therefore, the Board of Directors does not propose to declare any
dividend 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 the
financial year till the date of this Report, which might affect the financial position of
the Company.
6. Share Capital
The paid - up share capital of the Company was increased from Rs 3392.27 lakhs to
3407.40 lakhs as on March 31, 2019.
During the year the Company made an allotment of 151,334 (One Lakh Fifty One Thousand
Three Hundred Thirty Four) Equity shares at an exercise price (Face Value) of Rs 10/- each
to 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 of
the Companies Act, 2013), your Company has not transferred any amount during the year
2018-19 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 30,
2016. Your Directors have approved grant of options to the eligible employees of the
Company 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 are
displayed on the website of the company i.e. www.v2retail.com.
| Particulars |
Details |
| Date of Shareholders Approval |
September 30, 2016 |
| Number of Options |
12, 44,380 (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 |
227,709 |
| Number of options granted during the year |
245,590 |
| Number of options forfeited / lapsed |
223,335 |
| Number of options vested during the year |
151,334 |
| Number of options exercised during the year |
151,334 |
| Number of shares arising as a result of exercise of options |
151,334 |
| Money realized by exercise of options |
151,3340 |
| Number of options outstanding at the end of the year |
98,630 |
| Number of options exercisable at the end of the year |
98,630 |
| 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 year
ended March 31, 2019. However Company is planning to broaden its operations by adding new
retail stores for strengthening existence and to reach amongst the larger consumer base to
enhance its turnover and operating revenue.
11. Internal Control systems and their adequacy
Your Company has in place, an adequate system of internal controls commensurate with
its size, requirements and the nature of operations. These systems are designed keeping in
view the nature of activities carried out at each location and various business
operations.
Your Company's in-house internal audit department carries out internal audits at all
stores locations, Offices and warehouse / distribution centre across all locations of the
country. Their objective is to assess the existence, adequacy and operation of financial
and operating controls set up by the Company and to ensure compliance with the Companies
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 Khubchandani & Associates, (FRN
No. 009554C) Chartered Accountant, as the Internal Auditor of the Company to conduct the
Internal Audit Functions for Financial Year 2018-19.
A summary of all significant findings by the audit department along with the follow-up
actions undertaken thereafter is placed before the Audit Committee for review.
The Audit Committee reviews the comprehensiveness and effectiveness of the report and
provides valuable suggestions and keeps the Board of Directors informed about its major
observations, from time to time.
12. Internal financial controls
The Company has in place adequate financial controls commensurate with its size, scale
and complexity of its operations. The Company has in place policies and procedures
required to properly and efficiently conduct its business, safeguard its assets, detect
frauds and errors, maintain accuracy and completeness of accounting records and prepare
financial 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 the
Companies Act, 2013 ("Act").
16. Consolidated financial statements
The Company is not having any Subsidiary Companies; therefore, applicable provisions of
Companies Act, 2013 and the Accounting Standard AS-21 in relation to Consolidation of
Financial Statements do not apply on the Company.
17. Deposits
The Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013 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 to
board meetings, general meetings and payment of dividend respectively. The Company is in
compliance with the same.
19. Auditors and Auditors' Report
Statutory audit
Your Company's Auditors, M/s. Walker Chandiok & Co LLP, Chartered Accountants,
Delhi (Firm Registration No. 001076N/N500013), were appointed as the Statutory Auditors of
the Company from the conclusion of 16th Annual General Meeting till the conclusion of the
21st 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, has
dispensed with the requirement of ratification of Auditor's appointment by the
shareholders, every year. Hence, the resolution relating to ratification of Auditor's
appointment 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 the Companies Act
2013 to the effect that they are eligible to continue as Statutory Auditors of the
Company.
The Auditor's have put certain qualifications in their report to which the management
has put forward the following below mentioned replies; Qualification and response to
Auditor's Report (i) As stated in Note 5 to the accompanying financial results, the
Company's other equity as at31 March 2019 includes an amount of Rs 365.36 lakhs in the
nature of capital reserve arising out of business restructuring carried out in earlier
years, for which the Company's management has not been able to provide necessary
reconciliation and information. In the absence of sufficient appropriate audit evidence,
we are unable to comment upon the appropriateness and classification of the aforesaid
balance, and the consequential impact, if any, on the financial results. This matter was
also modified in our audit report on the financial results for the year ended 31 March
2018.
Management Response: The Company restructured its business in the financial year
2010-11 resulting in creation of capital reserve amounting to Rs 60,523.24 lakhs. The
aforementioned reserve has been reconciled except for Rs 365.36 lakhs which the Company is
in the process of reconciling. However, the management believes that there is no impact of
the same on statement of profit and loss.
(ii) As stated in Note 6 to the accompanying financial results, the Company's
contingent liabilities as at 31 March 2019 include an amount of Rs 2,512.37 lakhs relating
to litigations pending with various authorities, for which the Company's management has
not been able to provide necessary details and information. In the absence of sufficient
appropriate audit evidence, we are unable to comment upon the appropriateness and
classification of the aforesaid amounts including management's evaluation of likely
outcome of such litigations in accordance with Ind AS 37, "Provisions, Contingent
Liabilities and Contingent Assets" and the consequential impact, if any, on the total
liabilities and loss as at and for the year then ended. This matter was also modified in
our audit report on the financial results for the year ended 31 March 2018.
Management Response: Out of contingent liabilities existing as at 31 March 2019,
certain liabilities aggregating to Rs 2,512.37 lakhs are under appeal with different
authorities at different levels. Whilst the impact of contingent liabilities on these
results can only be ascertained on the settlement of such cases/ disputes, management has
broadly assessed that based on the merits of such cases, the Company has reasonably good
chances on succeeding and accordingly, no provision has been recognised in these financial
results.
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 has
appointed M/s Sunpreet Singh & Associates, Company Secretaries, New Delhi, as its
secretarial auditor to undertake the secretarial audit for FY 2018-19. The secretarial
audit report certified by the secretarial auditors, in the specified form MR-3 is annexed
herewith and forms part of this report and enclosed as Annexure I. The secretarial audit
report does not contain any qualifications, reservations or adverse remarks.
20. Frauds Reported By Auditor Under Section 143 (12) Other Than Those Which Are
Reportable To The Central Government
There are no such frauds reported by auditor, which are committed against the Company
by Officers or employees of the Company.
21. Conservation energy, technology and foreign exchange outgo
The particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo in accordance with the provisions of Section 134(3) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is
annexed 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 with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the
annual return in form MGT 9 is annexed herewith and forms part of this Report as Annexure
III 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 business
activities. Your Company is a responsible corporate citizen, supporting activities which
benefit the society as a whole. In compliance with Section 135 of the Companies Act, 2013
read with Companies (Corporate social Responsibility Policy) Rules, 2014, the Company has
adopted a CSR policy which is available at www.v2retail.com The disclosures as per Rule 9
of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made as
Annexure – IV.
24. Directors and key managerial personnel
In accordance with provisions of Section 152 of the Act read with Rules made
thereunder, Mr. Akash Agarwal (DIN 03194632), Whole Time Director is liable to retire by
rotation at the 18th Annual General Meeting "AGM" and being eligible, offer
himself for reappointment.
Mr. Manshu Tandon has resigned as CEO of the company w.e.f March 20, 2019 and Mr. Akash
Agarwal 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) has
been 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 Company
w.e.f. April 30, 2019 and Mr. Ravinder Kumar Sharma Independent Director has retired from
the Board of Directors of the Company w.e.f. April 13, 2019 due to completion of his term
of five year as Independent Director of the company.
All the Independent Directors have submitted their declaration to the Board confirming
that they meet the criteria of independence as stipulated in Section 149(6) of the
Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
None of the Directors of the Company is disqualified for being appointed as Director,
as 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 of
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 the
Companies 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. July15,
2019
25. Board induction, training and familiarization programme for Independent Directors
Prior to the appointment of an Independent Director, the Company sends a formal
invitation along with a detailed note on the profile of the Company, the Board structure
and other relevant information. At the time of appointment of the Director, a formal
letter of appointment which interalia explains the role, functions, and responsibilities
expected of him/her as a Director of the Company is given. The Director is also explained
in detail about the various compliances required from him/ her as a Director under the
various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI
(Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and
other relevant regulations.
A Director, upon appointment, is formally inducted to the Board. In order to
familiarise the Independent Directors about the various business drivers, they are updated
through presentations at Board Meetings about the performance and Financials of the
Company. They are also provided presentations/booklets about the business and operations
of the Company.
The Directors are also updated on the changes in relevant corporate laws relating to
their roles and responsibilities as Directors. The details of the Board familiarization
programme 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 rules
made thereunder, Regulation 17(10) of and the SEBI Listing Regulations and the Guidance
note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the
Company has framed a policy for evaluating the annual performance of its Directors,
Chairman, the Board as a whole, and the various Board Committees. The Nomination and
Remuneration Committee of the Company has laid down parameters for performance evaluation
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 or
obstructive
• 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, the
Board as whole and all committees of the Board. The process of evaluation is carried out
in accordance with the Board Evaluation Policy of the Company and as per criteria
suggested by SEBI.
27. Number of meetings of the Board
The Board of Directors held Ten meetings during the year on April 16, 2018; May 02,
2018; 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 two
meetings was less than 120 days as stipulated under SEBI's Listing Requirements, 2015. The
details of Board Meetings held and attendance of Directors are provided 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 of
Independent Directors therein are provided in the Report on Corporate Governance forming
part of this report.
29. Committees of the Board
The Company has constituted/reconstituted various Board level committees in accordance
with the requirements of Companies Act 2013. The Board has the following committees as
under:
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 the
year under review are provided in the Report on Corporate Governance forming part of this
report.
30. Whistleblower policy
The Company has established an effective whistle blower policy (vigil mechanism) and
procedures for its Directors and employees; details of which are provided in the Report on
Corporate Governance which forms part of this report. The policy on vigil mechanism may be
accessed on the Company's website at: www.v2retail.com
31. Remuneration policy
The remuneration policy of the Company aims to attract, retain and motivate qualified
people at the executive and at the board levels. The remuneration policy seeks to employ
people who not only fulfil the eligibility criteria but also have the attributes needed to
fit into the corporate culture of the Company. The remuneration policy also seeks to
provide well-balanced and performance related compensation packages, taking into account
shareholder interests, industry standards and relevant regulations.
The remuneration policy ensures that the remuneration to the directors, key managerial
personnel and the senior management involves a balance between fixed and incentive pay
reflecting short and long-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 in the Remuneration Policy has been disclosed at the
company's website www.v2retail.com. and annexed with the Directors' Report which forms
part of the Annual Report as Annexure VI.
32. Related party transactions
All related party transactions entered into by the Company during the financial year
were at arm's length. During the year the Audit Committee had granted an omnibus approval
for transactions which were repetitive in nature for one financial year and all such
omnibus approvals were reviewed by the Audit Committee on a quarterly basis. No material
contracts or arrangements with related parties were entered into during the year under
review. All related party transactions were placed in the meetings of Audit Committee and
the Board of Directors for the necessary review and approval. Your Company's policy on
related party transactions, as approved by the Board, can be accessed at:
www.v2retail.com. Accordingly, the disclosure of Related Party Transactions as required
under 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 of
NIL in accordance with section 186 of the Companies Act 2013 are given in the notes to
financial statements. During the year, the company has not granted loans, guarantee and or
provided any security.
34. Particulars of employees and managerial remuneration
The information of employees and managerial remuneration, as required under Section
197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, and other details are annexed herewith and forms part of this
report 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 2015,
Management Discussion Analysis, Corporate Governance Practices followed by your Company,
together with a certificate from the Company's auditors confirming compliance of
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 is
periodically reviewed by the management. In accordance with Regulation 21 of SEBI Listing
Regulations, 2015, the enterprise risk management policy of the Company, which has been
duly approved by the Board, is reviewed by the Audit Committee and the Board on a periodic
basis. The risk management process encompasses practices relating to identification,
assessment, monitoring and mitigation of various risks to key business objectives. Besides
exploiting the business opportunities, the risk management process seeks to minimise
adverse 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 woman
employee is treated with dignity, respect and equality. There is zero-tolerance towards
sexual harassment and any act of sexual harassment invites serious disciplinary action.
The Company has established a policy against sexual harassment for its employees. The
policy allows every employee to freely report any such act and prompt action will be taken
thereon. The policy lays down severe punishment for any such act. Further, your Directors
state that during the year under review, there were no cases of sexual harassment reported
to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
38. Depository Systems
Company's shares are compulsorily tradable in electronic form. As on March 31, 2019,
271,35,166 Equity Shares stand with the NSDL Account and 68,06,262 Equity Shares stand
with the CDSL and 1,32,590 Equity Shares stands in physical form.
The Company has entered into agreements with both National securities Depository
Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders
holding Shares in physical mode are requested to avail of the dematerialization facility
with either of the depositories.
Your Company has appointed M/s Link Intime India Private Limited, a Category-I SEBI
registered 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 Stock
Exchanges:-
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/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 Annexure
VII 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 all
levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to
remain at the leadership position in the industry. It has taken various steps to improve
productivity across organization.
The Board also takes this opportunity to express its deep gratitude for the continued
co-operation and support received from its valued shareholders
43. General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:-
a) Issue of the equity shares with differential rights as to dividend, voting or
otherwise.
b) Issue of shares (including sweat equity shares) to Directors or employees except
allotment 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 the
Company except ESOP.
d) There is no subsidiary of the Company, so no policy on material subsidiary is
required to be adopted.
e) As there is no subsidiary or holding Company of your Company, so Managing Director
and Whole Time Directors of the Company does not receive any remuneration or commission
from any of such Companies.
44. Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with
respect to Directors' Responsibility statement, the Directors confirm that:
1) In the preparation of the annual accounts for the year ended March 31, 2019, the
applicable accounting standards have been followed and no material departures have been
made therefrom. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of Affairs of the Company as at March 31, 2019 and
of 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 adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
3) The annual accounts were prepared on a going concern basis.
4) The Directors have laid down effective internal financial controls to consistently
monitor the Affairs of the company and that such internal financial controls were adequate
and operating effectively.
5) The Directors have devised a proper system to ensure compliance with the provisions
of 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 to
the company.
46. Disclosure of details of any application filed for corporate insolvency resolution
process, by a financial or operational creditor or by the company itself under the IBC
before the NCLT;
No application has been filed for corporate insolvency resolution process, by a
financial 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 appreciation
of all stakeholders – shareholders, bankers, dealers, vendors and other business
partners for the excellent support received from them during the year under review. Your
Directors recognise and appreciate the efforts and hard work of all the employees of the
Company 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
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