V2 Retail Ltd
Directors Reports
To
The Members,
V2 Retail Limited
Your Directors are delighted to present their Report on Company's Business Operations
along with the Audited Statement of Accounts for the Financial Year ended March 31,2017.
FINANCIAL HIGHLIGHTS
Your Company's financial performance for the year under review has been encouraging.
Key aspects of Financial Performance for V2 Retail Limited for the current financial year
2016 -17:
|
Year Ended |
| Particulars |
31st March, 2017 |
31st March, 2016 |
| PART-I |
Audited |
Audited |
| Income from Operations |
|
|
| a. Revenue from operations |
47,142.17 |
31,994.12 |
| 1 b. Other Income |
198.37 |
252.49 |
| Total Revenue (a+b) |
47,340.54 |
32,246.61 |
| Expenses |
|
|
| a Purchase of traded goods |
33,902.19 |
25,393.38 |
| b Changes in inventories of stock in trade |
(573.88) |
(2,955.82) |
| c Employee benefits expense |
3,333.40 |
2,296.61 |
| 2 d Finance Costs |
861.39 |
1,324.74 |
| e Depreciation and amortization expense |
671.77 |
440.70 |
| f Other expenses |
6,581.57 |
4,123.53 |
| Total Expenses (a)+(b)+(c)+(d)+(e)+(f) |
44,776.44 |
30,623.14 |
| 3 Profit (loss) from Operations before Exceptional Items and Tax (1-2) |
2,564.10 |
1,623.47 |
| 4 Exceptional Items |
2,331.44 |
392.09 |
| 5 Profit (loss) before tax (3+4) |
4,895.54 |
2,015.56 |
| Tax expense: |
|
|
| a Current tax |
- |
- |
| 6 b Deferred tax charge |
1,170.02 |
798.68 |
| Total |
1,170.02 |
798.68 |
| 7 Net Profit (loss) for the period (5-6) |
3,725.52 |
1,216.88 |
| 8 Paid-up equity share capital (Face Value of Rs. 10/- per share) |
3,092.27 |
2,488.76 |
| 9 Reserve excluding Revaluation Reserves |
34,454.05 |
26,264.18 |
| 10 Earnings Per Share (EPS) of Face Value of Rs. 10/- each (not annualized): |
|
|
| a. Basic EPS before Extraordinary items for the period, for the year to date and for
the previous year (not annualized) |
5.21 |
3.34 |
| a(i) Diluted EPS before Extraordinary items for the period, for the year to date and
for the previous year (not annualized) |
4.98 |
2.40 |
| b. Basic EPS after Extraordinary items for the period, for the year to date and for
the previous year (not annualized) |
13.91 |
4.93 |
| b(i). Diluted EPS after Extraordinary items for the period, for the year to date and
for the previous year (not annualized) |
13.30 |
3.54 |
STATE OF COMPANY'S AFFAIRS
Your Company has earned total revenue of Rs. 47,340.54 Lakhs as against Rs 32,246.61
Lakhs achieved during the previous years. The Company has made significant changes in its
business strategy and result thereof are visible as seen in the business growth in the
year.
Your Directors expect that there will be further improvement in overall performance in
the coming years.
FINANCIAL PERFORMANCE REVIEW
The Indian retail industry has experienced high growth over the last decade with a
noticeable shift towards organized retailing formats. Dining the year the Company has
increased its turnover from Rs. 3,22,46,60,782 to 4,73,40,53,740 compared to previous
year. The Company has significantly generated profits for its stakeholders. The overall
retail market continues to grow and consumer aspiration for a better service environment
still remains intact. Your Company continues to endeavor to reinstate its growth pattern
in the retail industry with a chain of stores under the 'V2' brand in the Retail Industry.
DIVIDEND
Keeping in view of the expansion of the existing business, your Directors intend to
retain internal accrual which will generate a good return for shareholders both for today
and tomorrow. Thus the Board of Directors does not propose to declare any dividend for
this year.
DETAILS OF SUBSIDIARY COMPANIES. JOINT VENTURES AND ASSOCIATE COMPANIES. AND HIGHLIGHTS
OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
The Company had no subsidiary and joint venture during the financial year 2016-17.
Further, there are no associate companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act").
During the previous years, the process of closure of Subsidiary Companies, which were
not in operation, has been initiated and the same were applied to the Registrar of
Companies to strike-off their names from its Registerwhere VRL Infrastructure Limited is
under the process of being strike-off.
Pursuant to the provisions of section 136 of the Act, the financial statements of the
Company along with relevant documents are available on the website of the Company.
TRANSFER TO RESERVES
In view of the previous losses incurred in the Company no amount has been transferred
to the Reserves of the Company.
SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs. 30.92
Crores. Further, an allotment of 60,35,065 Equity Shares amounting to Rs. 42,18,74,955
has been made during the year pursuant to preferential allotment to promoter and non
promoter group and on conversion of warrants to M/s Bennett Coleman and Co. Ltd. being the
non promoter.
WARRANTS
10, 00,000 Convertible warrant for a value of Rs. 7,50,00,000/- (Rupees Seven Croreand
Fifty Lakhs only) were issued to promoter Group being M/s. Ricon Commodities Private
Limited on preferential basis and allotment of the same was made in the Board meeting held
on 22nd November, 2016 and 25% upfront amount of Rs 1,87,50,000 has been
received from M/s Ricon Commodities Private Limited in lieu of allotment of aforesaid
warrants.
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
2016-17 to the Investor Education and Protection Fund.
EMPLOYEE STOCK OPTION SCHEME
In the Annual General Meeting held on 30th September, 2016, your Directors
have approved the V2R-Employee Stock Option Scheme 2016 (‘ESOP 2016') and grant of
options to the eligible employees of the Company under the scheme.
Details of the V2R-Employee Stock Option Scheme 2016 are as follows:-
(a) Options granted; The maximum number of options to be granted under V2R - Employee
Stock Option Scheme 2016 ("ESOP 2016") is 1244380 (Twelve lakh 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.
(b) Options vested; Nil
(c) Options exercised; Nil
(d) Total number of shares arising as a result of exercise of option; Nil
(e) Options lapsed; 30,317
(f) Exercise price; Face Value of Share or any other price not exceeding market price
at the time of grant of options
(g) Variation of terms of options; NA
(h) Money realized by exercise of options; NA
(i) Total number of options in force; 2,26,261
(j) Employee wise details of options granted; -
(i) Key Managerial Personnel; CS (Umesh Kumar) (2810 ESOP Option)
(ii) 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
(iii) 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
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended March 31, 2017.
However, the 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.
SEGMENT REPORTING
The Board wishes to inform you that Segment Reporting is not applicable to the Company.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI
(LODR) Regulations, 2015 (Clause 32 of the Listing Agreement entered by the Company with
the Stock Exchanges), is annexed with the Annual Accounts of the Company.
SUBSIDIARY COMPANY
Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard AS-21
issued by the Institute of Chartered Accountants of India, Financial Statements presented
by the Company does not includes the Financial Statements of its Subsidiaries as there is
no subsidiary of Company as on 31st March 2017.
CONSOLIDATED FINANCIAL STATEMENTS
The Company does not have any Subsidiary Companies; hence, applicable provisions of
Companies Act, 2013 and the Accounting Standard AS-21 on Consolidated Financial Statements
do not apply on the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
• Retirement by Rotation
The Members of the Company at the 15th Annual General Meeting held on 30th
September, 2016, had approved the re-appointment of Mrs. Uma Aggarwal, who was liable to
retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Smt. Uma Aggarwal, Whole Time Director, is liable
to retire by rotation at the ensuing Annual General Meeting, who being eligible, has offer
herself for re-appointment.
The brief resume of the Directors being reappointed, the nature of their expertise in
specific functional areas, names of companies in which they have held Directorships,
Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the
explanatory statement to the notice of the ensuing AGM.
The Board recommends her re-appointment at the ensuing Annual General Meeting.
• Appointment / Re-appointment & Cessation of Directors
During the period under review, members approved the appointment of Mr. Lalan Yadav as
Independent Director of the Company for a period of five consecutive years.
During the year under review, Mr. Sourabh Kumar, Independent Director has resigned
from the Board of Directors of the Company w.e.f. 17-09-2016.
Further, Mr. Rohit Singh,Independent Director has resigned from the Board of
Directors the Company w.e.f. 03rd May, 2017.
The Board recommends the re-appointment of Mr. Ram Chandra Agarwal as chairman and
Managing Director of the company for a period 5 years and appointment of Mr. Akash Agarwal
as Whole time Director of the Company for a period 5 years and Mr. Siya Ram and Mr.
Jitender as Independent Director of the Company for a consecutive period of five years at
the ensuing Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
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: Managing Director
2. Smt. Uma Agarwal: Whole-time Director
3. Mr. Manshu Tandon: Chief Executive Officer*
4. Mr. Umesh Kumar Company Secretary & Compliance Officer
5. Mr. Vanin Kumar Singh (Chief Financial Officer)**
6. Mr. Vipin Kaushik : Chief Financial Officer**
* Mr. Manshu Tandon: Chief Executive Officer of the Company has resigned as Chief
Executive Officer w.e.f 31-12-2016.
** Mr. Varun Kumar Singh: Chief Financial Officer of the Company has resigned as Chief
Financial Officer of the Company w.e.f. 23-05-2017 and Mr. Vipin Kaushik has been
appointed as Chief Financial Officer of the Company w.e.f. 30-05-2017.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to the requirement under Section 134(3) (e) and Section 178(3) of the
Companies Act, 2013, the Nomination and Remuneration Policy of the Company which includes
criteria for Appointment and Re-Appointment of Director, the Remuneration payable to
Managing and Whole Time Director, the Remuneration payable to Non-Executive Directors and
the evaluation of Directors is attached as ‘ Annexure 1 ' which forms part of this
report.
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the Company. The notice along
with Agenda and notes on agenda of each Board Meeting was given in writing to each
Director.
During the Financial Year 2016-17, 11 (Eleven) number of Board meetings were held. The
interval between two meetings was well within the maximum period mentioned under Section
173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015.
For details thereof kindly refer to the Corporate Governance Report of this Annual
Report.
AUDIT COMMITTEE
As on 31st March, 2017, the Audit Committee comprises of four directors with majority
of Independent Directors namely Mr. Rohit Singh Rautela (Chairman), Mr. Lalan Yadav, Mr.
Ram Chandra Agarwal and Mr. Ravinder Kumar Sharma as other members.
All the recommendations made by the Audit Committee were accepted by the Board.
Further, the Roles and Responsibility and other related matters of Audit Committee
forms an integral part of Corporate Governance Report as part of Annual Report.
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.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
As the ultimate responsibility for sound governance and prudential management of a
Company lies with its Board, it is imperative that the Board remains continually
energized, proactive and effective. An important way to achieve this is through an
objective stock taking by the Board of its own performance.
The Companies Act, 2013 notified on April 1, 2014, not only mandates Board's and
Directors' evaluation, but also requires the evaluation to be formal, regular and
transparent. Subsequently, SEBI has brought into force Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to bring the
requirements on this subject in line with the Act.
The Independent Directors had met separately without the presence of Non-Independent
Directors and discussed, inter-alia, the performance of nonindependent Directors and the
Board as a whole and the performance of the Chairman of the Company after taking into
consideration the views of executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of every
Director's performance.
The performance evaluation criteria of the Board include growth in business volumes and
profitability, compared to earlier periods, growth over the previous years through and
fairness in Board's decision making processes. The performance evaluation criteria of
individual Directors and Committees include awareness to responsibilities, duties as
director, attendance record and intensity of participation at meetings, quality of
interventions, special contributions and inter-personal relationships with other Directors
and management. The Board evaluated the performance of Independent Directors based on
their attendance record, contributions, their interventions and inter- personal
relationships.
The performance evaluation of Committees and Board as a whole was done on the basis of
questionnaire which was circulated among the board members and committee members and on
receiving the inputs from them, their performance was assessed by the Board.
Lastly, performance evaluation of individual Directors was done on the basis of
selfevaluation forms which were circulated among the Directors and on receiving the duly
filled forms, their performance was assessed.
The Directors expressed their satisfaction with the evaluation process. It was further
acknowledged that every individual Member and Committee of the Board contribute its best
in the overall growth of the organisation.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, the Directors confirm:
1. That in the preparation of the Annual Accounts for the year ended March 31,2017, the
applicable Accounting Standards have been followed and there are no material departures;
2. That appropriate Accounting Policies have been selected and applied consistently and
judgments and estimates that are reasonable and prudent have been made so as to give a
true and fair view of the state of affairs as at March 31, 2017 and of the profit of the
Company for the Financial year ended March 31,2017;
3. That proper and sufficient care has been taken 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; and
4. That the annual accounts for the year ended March 31, 2017 has been prepared on a
going concern basis.
5. That they had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
6. That they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR(S)
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
OPERATIONS, PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY
A detailed review of operations, performance and future outlook of the Company is given
separately under the head "Management Discussion & Analysis" pursuant to
Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed and forms part of this Annual Report as annexure 6.
ENERGY CONSERVATION,RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 the details of activities in the nature of
Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange
Earnings and Outgo is attached as‘ Annexure 2 which forms part of this report.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP'S
The details of top employees in terms of Remuneration Drawn as per provisions of
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Disclosure pertaining to
remuneration and other details as required under section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure - 3 to this Report.
Further, In terms of the provisions of Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, there is no employee in the Company, which draws the remuneration in excess of the
limits set out in the said rules.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, an
extract of the Annual Return in Form MGT-9 is attached as ‘Annexure 4' which forms
part of this Report.
AUDITOR AND AUDITOR'S REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s AKGVG & Associates, Chartered
Accountants, the Auditor of the Company shall hold office till the conclusion of the
ensuing (16th AGM) Annual General Meeting. Your Board places on record its deep
appreciation for the valuable contributions of the Auditor dining their association and
wishes them success in the future. Based on the recommended of the Audit Committee, the
Board has appointed in Board of Directors meeting dated August 21, 2017 M/s. Walker
Chandiok & Co LLP, Chartered Accountants, Delhi (Firm Registration No.
001076N/N500013), as the Statutory Auditor of the Company, in place of retiring auditor
M/s. AKGVG & Associates, Chartered Accountants, Delhi (Firm Registration No. 018598N),
to hold office for a term of five consecutive years, from the conclusion of the ensuing
16th Annual General Meeting till the conclusion of 21st Annual General Meeting of the
Company to be held in the Calendar year 2022, subject to an yearly ratification by the
members of the Company at every Annual General Meeting, on such remuneration including out
of pocket expenses and other expenses as may be mutually agreed by and between the Board
of Directors and the Auditor, and recommended to the shareholders of the Company for their
approval.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and Rules framed there
under, the Company has received a certificate from the auditor confirming their
eligibility to be appointed as Auditor of the Company. They have also confirmed that they
have hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of
the Listing Regulation.
The Auditor's have put certain qualifications their report to which the management has
put forward the following below mentioned replies;
Qualification and response to Auditor's Report
1. The Capital Reserve amounting to Rs.60, 523.24 Lakhs, is Rs. 42,942.24 Lakhs arising
out of transfer of asset and liabilities to the acquiring companies in earlier years for
which necessary reconciliation/ information to the tune of Rs 372.24 Lakhs is not
available with the Company . Accordingly in the absence of the same, we are unable to
comment on the appropriateness of capital reserve including consequential impact, if any,
arising out of the same on these financial statements.
Management Response: The Company restructured its business in F.Y 2010-11,
resulting a Capital Reserve of Rs. 60,523 Lakhs. The amount of Capital Reserve has been
reconciled except Rs. 372.24.akhs for which the Company is in process to reconcile and
there is no impact on Profit & Loss account.
2. As stated in these quarterly results, the Company has recognized Rs. 24,273.18/-
Lakhs as deferred tax assets at the quarter-end for which it does not have virtual
certainty supported by convincing evidence that sufficient future taxable income will be
available against which such deferred tax assets can be realized in accordance with
principles of Accounting Standard 22 "Accounting for Taxes on Income" issued by
the Institute of Chartered Accountants of India. Had the company not recognized deferred
tax, impact on profit and loss account would have been decrease in profit during the
quarter by Rs.24,273.18/-Lakhs and decrease in accumulated balances of Reserves and
Surplus by Rs. 24,273.18/- Lakhs.
Management Response: During previous financial yearsthe Company has started to earn
profits and it has earned profits after tax of Rs. 3,725.52 Lakhs during F.Y. 2016-17Rs
and Rs 1,216.86 Lakhs during F.Y. 2015 16 and Rs. 975.ll.akhs during F.Y. 2014-15
resulting in reversal of Deferred Tax Assets by a sum of Rs 1157Lakhs during FY 16-17, Rs.
798.68Lakhs during F.Y. 2015 16 and Rs. 869.18 Lakhs during F.Y. 2014-15. The rest amount
will be reversed in due course of business.
3. The Company has disclosed contingent liabilities on account of appeals with various
statutory authorities at different levels amounting to Rs. 4,556.99/- Lakhs, of which
necessary information is not available with the Company to reliably ascertain estimated
amount (f such liabilities and consequential impact thereof on these quarterly financial
results in accordance with Accounting Standard-29, "Provisions, Contingent
Liabilities and contingent assets ''issued by the Institute of Chartered Accountants of
India. Hence, we are unable to comment on the same
Management Response The Contingent Liabilities of Rs.4,556.99 /- Lakhs are under
appeal with different authorities at different levels. The chances of these obligations
are very remote even recently the Company has been awarded the Order in its favour by
Hon'ble CIT (Appeal), Kolkata dropping the Income Tax Demand of Rs. ll,880.71Lakhs .
During the quarter and year ended March 31, 2017 some of the matters have been adjudged in
favour of the company, resulting a reduction of Rs 232.84 Lakhs in contingent Liabilities.
Impact of contingent liabilitieson Profit & Loss account cannot be ascertained till
the matter is pending with different government authorities.
SECRETARIAL AUDITORS
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 to undertake
the Secretarial Audit of the Company for the FY 2016-17.
The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached
as ‘Annexure 5' which forms part of this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
CORPORATE GOVERNANCE
V2 Retail Limited is ‘Your Company' because it belongs to you- the stakeholders.
The Chairman and Directors are ‘Your' fiduciaries and trustees. Their objective is to
take the business forward in such a way that it maximizes ‘Your' long-term value.
The new Companies Act, 2013 and SEBI (LODR) Regulations, 2015 have strengthened the
governance regime in the country. Your Company is in compliance with the governance
requirements provided under the new law and had proactively adopted many provisions of the
new law, ahead of time. Your Company is committed to embrace the new law in letter and
spirit. In line with the requirements of new law, your Company has constituted new Board
Committees. Your Company has in place all the statutory Committees required under the law.
Details of Board Committees along with their terms of reference, composition and meetings
of the Board and Board Committees held during the year, are provided in the Corporate
Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As on 31st March 2017, the Corporate Social Responsibility Committee
comprises of majority Independent Directors namely Mr. Rohit Singh Rautela (Chairman), Mr.
Ravinder Kumar Sharma, Mr. Lalan Yadav and Mr. Ram Chandra Agarwal* (Managing Director) as
other members.
* Mr. Ram Chandra Agarwal, Managing Director (DIN 00491885) appointed as member
of Corporate Social Responsibility Committee w.e.f. 31-07-2017
During the year, the Company has not spentany amount against CSR due to previous debt
restructuring, net worth and deferred tax assets. However Company is committed towards its
social responsibility and CSR committee is in process of identifying the proposed CSR
projects which will be implemented in following years.
The CSR Policy may be accessed on the Company's website at the link:
http://v2retail.com/wp- content/uploads/2016/12/CSR_POLICY.pdf
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 shall be made as Annexure - 7
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.
The Company has a well placed, proper and adequate internal financial control system
which ensures that all assets are safeguarded and protected and that the transactions are
authorised, recorded and reported correctly. Your Company has appointed M/s. Sharma G
& Associates (FRN No. 027579N), Chartered Accountant, as the Internal Auditor of the
Company to conduct the Internal Audit Functionrfor Financial Year 2016-17. The Internal
Auditor independently evaluates the adequacy of internal controls and concurrently audit
the majority of the transactions in value terms.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial
Control system in the Company. The system should be designed and operated effectively.
Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of Internal Financial Controls with reference to the financial statements to be
disclosed in the Board's report.
Your Company's Internal Control Systems are commensurate with the nature, size and
complexity of its business and ensure proper safeguarding of assets, maintaining proper
accounting records and providing reliable financial information.
An external independent firm carries out the internal audit of the Company operations
and reports its findings to the Audit Committee on a regular basis. Internal Audit also
evaluates the functioning and quality of internal controls and provides assurance of its
adequacy and effectiveness through periodic reporting. During the year, no reportable
material weaknesses in the design or operation were observed. Your company has adequate
internal financial control with reference to its financial statements.
The Audit Committee also reviews the risk management framework periodically and ensures
it is updated and relevant.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Board of the Company has formed a risk management policy to frame, implement and
monitor the risk management plan for the Company. The Board is responsible for reviewing
the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
Further, there are no risks, which, in the opinion of the Board, threaten the very
existence of your Company.
The development and implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this report.
PERSONNEL
During the year under review, no employees, whether employed for the whole or part of
the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12)
of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Hence the details required under Section 197(12) are not required to be given.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a protective environment at workplace for all its
women employees. To ensure that every woman employee is treated with dignity and respect
and as mandated under "The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013" the Company has in place a formal framework for
prevention of sexual harassment of its women employees.
Dining the year, no allegations of sexual harassment were filed with the Company.
DEPOSITORY SYSTEMS
As the members are aware, the Company's shares are compulsorily tradable in electronic
form. As on March 31, 2017, 2,69,49,066 Equity Shares stand with the NSDL Account
and38,14,892 Equity Shares with the CDSL and 1,58,726 Equity Shares stands in physical
form.
Your Company has established connectivity with both depositories - National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantages offered by the depository system, member 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 across physical and
electronic alternative.
CHANGE IN CAPITAL STRUCTURE AND 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-l, Block G,
Bandra-Kurla Complex,
Bandra (East), Mumbai - 400051
II. BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
25th Floor, Dalai Street,
Mumbai - 400001
Further, there was change in the capital structure in the Company as an allotment of
60, 35,065 Equity Shares amounting to Rs. 42,18,74,955 have been made during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
During the financal year ended March 31, 2017 the Company has neither made any
investments nor given any loans or guarantees or provided any security.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES
ACT, 2013
The Company has formulated a policy on dealing with Related Party Transactions. The
policy is disclosed on the website of the Company.
Weblink:
http://www.v2retail.com/admins/pic/2015051810_38_52_Related%20Party%20Transaction%20Policy.pdf
All Related Party Transactions that were entered into during the financial year were on
an arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Companies Act, 2013 (‘the Act') and the Listing
Regulations. There were no materially significant Related Party Transactions made by the
Company during the year that would have required Shareholder approval under the Listing
Regulations. Accordingly the disclosure of related party transactions as required under
Section 134(3) (h) of the Companies Act, 2013 read with rules made there under, in Form
AOC-2 is not applicable
Details of Related Party Transactions have been disclosed in notes to the financial
statements.
DISCLOSURE ON VIGIL MECHANISM (Whistle Blower Policy)
Your Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower
Policy)' for Directors and employees to report to the appropriate authorities of unethical
behavior, actual or suspected, fraud or violation of the Company's code of conduct or
ethics policy and provides safeguards against victimization of employees who avail the
mechanism. The policy permits all the Directors and employees to report their concerns
directly to the Chairman of the Audit Committee of the Company.
The Vigil Mechanism', as approved by the Board, is uploaded on the Company's website at
the web link: http://www.v2retail.com/admins/pic/2015 05 18 10
_39_12_WHISTLE%20_BLOWER%20_POLICY.pdf
DISCLOSURE ON DEPOSIT UNDER CHAPTER V
The Company has neither accepted nor renewed any deposits during the Financial Year
2016-17 in terms of Chapter V of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any
Regulatory Authority, Court or Tribunal which shall impact the going concern status and
Company's operations in future.
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
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 of the
Company.
c) Purchase of or subscription for shares in the Company by the employees of the
Company.
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.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for assistance and co-operation
received from the Bankers, Venders, Government Authorities, Customers and Member during
the year under review. Your Directors also wish to place on record their deep sense of
appreciation for committed services by the executive staffs & employees of the Company
and gratitude to the members for their continued support and confidence.
|
On behalf of the Board of Directors |
|
V2 Retail Limited |
|
Ram Chandra Agarwal |
| Date : 21-08-2017 |
(Chairman and Managing Director) |
| Place : New Delhi |
DIN:-00491885 |
Annexnre-I
NOMINATION AND REMUNERATION POLICY
The Board has delegated to the Nomination and Remuneration Committee in consultation
with the Chairman of the Board, the responsibility for identifying and recommending to the
Board, candidates for the Board, after considering the necessary and desirable
competencies for new Board members and board also has delegated the power to Nomination
and Remuneration Committee to act as Compensation Committee as per V2R 2016 ESOP Scheme.
Policy for Appointment and Re Appointment of Director
The Board believes that its membership should comprise Directors with an appropriate
mix of skills, experience and personal attributes that will best complement board
effectiveness, cohesion and diversity and allow the Directors to individually, and as a
Board collectively, to:
(a) Discharge their responsibilities and duties under the law effectively and
efficiently;
(b) Assess the performance of management in meeting those objectives and goals.
Accordingly, in selecting potential new directors, the Nominations and Remuneration
committee will seek to identify the competencies required to enable the Board to fulfill
its responsibilities. In doing so, the Committee will have regard to the results of the
annual appraisal of the Board's performance.
While recognizing thatcheadirector will not necessarily fulfill all criteria, the
Nominations and Remuneration Committee have identified the following fundamental factors
as relevant to the selection and appointment of new directors:
(a) Outstanding in capability with extensive and senior commercial experience;
(b) High level of personal integrity; and
(c) Time available to meet the commitment required.
Remuneration payable to Managing Director and Whole Time Director
The Managing Director and Whole-Time Director are receiving remuneration from the
Company as per the approval by the members of the Company in the AGM dated 30th
September, 2016.
The annual increments and performance incentive of the Managing Director and Whole Time
Directors are linked to their performance and are decided by the Nomination and
Remuneration Committee from time to time.
Remuneration payable to Non-Executive Directors
The Non-Executive Directors will be paid with the sitting fee, if any, subject to the
approval of Board of Directors/including any sub-committee thereof, upto the limit as
specified under Companies Act, 2013 and also in Compliance with the Listing Agreement.
Evaluation
In addition to an annual self-evaluation by the Nomination and Remuneration Committee,
the Board must review the effectiveness of the Committee annually.
Amendments
This policy can be modified or repealed at any time by the Board of Directors of the
Company.
|
On behalf of the Board of Directors of V2 Retail Limited |
|
Ram Chandra Agarwal |
| Date: 21.08.201 |
(Chairman and Managing Director) |
| Place:Delhi |
DIN:-00491885 |
Annexure-2
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of Companies (Accounts) Rules, 2014, and forming part of the Directors' Report.
(A) Conservation of energy
(i) Steps taken or impact on conservation of energy:
The Board considers the conservation of energy as one of the most vital point and has
taken steps for formulation of policy for energy consumption. During the year under
review, further efforts were made to ensure optimum utilization of electricity.
(ii) Steps taken by the Company for utilizing alternate sources of energy: Nil
(iii) Capital invested on energy conservation equipments: Nil
(B) Technology absorption-
(i) Efforts made towards technology absorption: The Company is implementing the updated
softwares and other technology in the operations.
(ii) Benefits derived like product improvement, cost reduction, product development or
import substitution: Nil
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year): Nil
(a) Details of technology imported - NA
(b) Year of import - NA
(c) Whether the technology been fully absorbed -NA
(d) If not fully absorbed, areas where absorption has not taken place and the reasons
thereof - NA
(iv)Expenditure incurred on Research and Development - Nil
Foreign Exchange Earnings and outgo
The Company is not indulged into export of goods. No activities relating to exports
have been undertaken by the Company during the financial year 2016-2017.
| Particulars |
2016-17 |
2015-16 |
| Foreign Exchange Outgo |
|
|
| Traveling |
81464 |
599,965 |
| Consultancy |
Nil |
Nil |
| Others |
Nil |
Nil |
| Imports |
|
|
| Raw Materials |
Nil |
Nil |
| Finished Goods |
Nil |
Nil |
| Capital Goods |
Nil |
Nil |
| Others |
|
|
| Foreign Exchange Earnings |
|
|
| Earnings in foreign exchange |
Nil |
Nil |
Annexure-3
DETAILS OF TOP EMPLOYEES IN TERMS OF REMUNERATION DRAWN AS PER PROVISIONS OF SECTION
197(12) OF THE ACT READ WITH RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
| S.No |
Name of the Employee |
Designation of the Employee |
Remuneration Received (Amount inRs.) |
Nature of employment whether contractual or otherwise |
Qualificati ons and experienc e of the employee |
Date of comme ncement of employ ment |
The last empl oym ent held by such empl oyee befo re joini ng the Com
pany City Life |
The percentage of equity shares held by the employee within the meaning
of clause (iii) of sub-rule (2) of rule 2 of Companies (Appointme nt and Remuneration )
Rules, 2014 |
Whether any such employee is a relative of any Director or Manager of
the Company and if so, name of such Director or Manager |
| 1. |
ABHISHEK KHEMKA |
GENERAL MANAGER |
3000000 |
Permanent |
|
11-07 2016 |
|
- |
- |
| 2. |
PRATIK ADUKIA |
CATEGRORY HEAD |
2753784 |
Permanent |
|
09-05 2011 |
|
|
Ram Chandra Agarwal & Uma Agarwal |
| 3. |
AKASH AGARWAL |
BUYING & MERCHANDISING |
1986336 |
Permanent |
|
23-07 2012 |
|
24,88,750 |
Ram Chandra Agarwal & Uma Agarwal |
| 4. |
SUNIL KUMAR |
MANAGER |
1440000 |
Permanent |
|
01-10 2011 |
- |
- |
- |
| 5. |
PRANAV DILIP MEHENDARGE |
MANAGER |
1246152 |
Permanent |
|
16-01 2017 |
- |
" |
- |
| 6. |
ANSHUL CHHABRA |
SR.MANAGER |
1200000 |
Permanent |
|
20-03 2017 |
- |
" |
- |
| 7. |
SHAKTI PRASAD MOHANTY |
HEAD- RETAIL OPERATION |
1047024 |
Permanent |
|
30-01 2012 |
|
|
|
| 8. |
ARIJIT GHOSH |
MERCHANDI SER |
1161696 |
Permanent |
|
01-10 2011 |
- |
" |
- |
| 9. |
PARDEEP JAJORIA |
SR. MANAGER |
1107696 |
Permanent |
|
15-12 2016 |
- |
" |
- |
| 10. |
MOHAMMED PARVEZ |
AREA MANAGER |
1015380 |
Permanent |
|
25-11 2016 |
- |
" |
- |
DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
PARTICULARS OF REMUNERATION
a) the ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year;
| S. No. |
Nature of Directorships held & Name of Directors |
Ratio of Median Remuneration |
| 1 |
Executive Directors |
|
| a) |
Mr. Ram Chandra Agarwal |
1.70% |
| b) |
Smt. Uma Agarwal |
1.70% |
| 2 |
Non-Executive Directors |
|
| a) |
Mr. Sourabh Kumar |
Nil |
| b) |
Mr. Rohit Singh Rautela |
Nil |
| c) |
Mr. Ravinder Kumar Sharma |
Nil |
| d) |
Mr. Lalan Yadav |
Nil |
b) the percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary, if any, in the financial year;
| S.No. |
Name of Person |
% Increase in remuneration |
| 1 |
Mr. Ram Chandra Agarwal |
150% |
| 2 |
Smt. Uma Agarwal |
150% |
| 3. |
Mr. Sourabh Kumar |
Nil |
| 4. |
Mr. Rohit Singh Rautela |
Nil |
| 5. |
Mr. Ravinder Kumar Sharma |
Nil |
| 6. |
Mr. Lalan Yadav |
Nil |
| 7. |
Mr. Manshu Tandon, CEO |
13.83% |
| 8. |
Mr. Varun Kumar Singh, CFO |
2.8% |
| 9. |
Mr. Umesh Kumar, Company Secretary & Compliance Officer |
15% |
c) the percentage increase in the median remuneration of employees in the financial
year:- 10%
d) the number of permanent employees on the rolls of Company: 1796
e) average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration;
The average increase in salaries of employees other than managerial personnel in
2016-17 was 10%. Percentage increase in the KMP, other than Directors, managerial
remuneration for the year was 10.54%.
f) affirmation that the remuneration is as per the remuneration policy of the Company
The Company's remuneration policy is driven by the success and performance of the
individual employees and the Company. Through its compensation package, the Company
endeavors to attract, retain, develop and motivate a high performance staff. Individual
performance pay is determined by business performance and the performance of the
individuals measured through the annual appraisal process. The Company affirms
remuneration is as per the remuneration policy of the Company.
|
On behalf of the Board of Directors of Y2 Retail Limited |
|
Ram Chandra Agarwal |
| Date 21-08-2017 |
(Chairman and Managing Director) |
| Place : New Delhi |
DIN:-00491885 |
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