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V2 Retail Ltd

BSE Code : 532867 | NSE Symbol : V2RETAIL | ISIN:INE945H01013| SECTOR: - |

NSE BSE
 

91.80

-5.65 (-5.80%) Volume 280564

10-Dec-2019 EOD

Prev. Close

97.45

Open Price

97.95

Bid Price (QTY)

91.80(544)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 97.95 - 97.95

52 wk High/Low 321.65 - 89.25

Key Stats

MARKET CAP (RS CR) 313.31
P/E 10.47
BOOK VALUE (RS) 79.5822841
DIV (%) 0
MARKET LOT 1
EPS (TTM) 8.78
PRICE/BOOK 1.15540790315165
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 78.92
4

News & Announcements

02-Dec-2019

V2 Retail Ltd - V2 Retail Limited - Resignation

30-Nov-2019

V2 Retail announces resignation of company secretary and compliance officer

30-Nov-2019

V2 Retail Ltd - Announcement under Regulation 30 (LODR)-Resignation of Company Secretary / Compliance Officer

20-Nov-2019

V2 Retail Ltd - Disclosures under Reg. 29(2) of SEBI (SAST) Regulations, 2011

30-Nov-2019

V2 Retail announces resignation of company secretary and compliance officer

19-Nov-2019

V2 Retail opens new store in Odisha

12-Oct-2019

V2 Retail to announce Quarterly Result

30-Sep-2019

V2 Retail opens retail store in Guwahati

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Aditri Industries Ltd 534707
Aditya Birla Fashion & Retail Ltd 535755 ABFRL
Alan Scott Industries Ltd 539115
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Amit International Ltd 531300
Anant Rotospin Ltd 521012
Angel Fibers Ltd 541006
Anisa Carpets Ltd 40298
Arora Fibres Ltd 521174
Arrow Textiles Ltd 533068 ARROWTEX
Arrow Webtex Ltd(merged) 514193
Artedz Fabs Ltd 535156 ARTEDZ
Arun Processors Ltd 526239
Ashapura Intimates Fashion Ltd 535467 AIFL
Ashnoor Textile Mills Ltd 507872
Auroknit Exports (India) Ltd 512569
Axita Cotton Ltd 542285
Bang Overseas Ltd 532946 BANG
Barkha Industries Ltd 530587
Bella Casa Fashion & Retail Ltd 539399
Bhandari Hosiery Exports Ltd 512608 BHANDARI
Bharat Textiles & Proofing Industries Ltd 531029
Bhilwara Technical Textiles Ltd 533108
Bindal Exports Ltd 540148
Birla Transasia Carpets Ltd 503823
Bombay Rayon Fashions Ltd 532678 BRFL
Brandhouse Retails Ltd 533059 BRANDHOUSE
Cantabil Retail India Ltd 533267 CANTABIL
Ceenik Exports (India) Ltd 531119 CEENIKEXPO
Celebrity Fashions Ltd 532695 CELEBRITY
Cethar Industries Ltd 531473
Cherry Fashions Ltd 531376
Cityman Ltd 521210
Cosmos Apparels Ltd 531329
Delight Handicrafts Palace Ltd 521218
Denim Fashions Ltd 521169
Denish-Knit Industries Ltd 521058
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Digjam Ltd 539979 DIGJAMLTD
Digjam Ltd (Merged) 503796
Divya Enterprises Ltd 514334
Dollar Industries Ltd 541403 DOLLAR
Dupont Sportswear Ltd 523824
Elar Fashions Ltd 523125
Eskay KnIT (India) Ltd 514118 SHREEKRPET
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Filatex Fashions Ltd 532022
First Winner Industries Ltd 532996 FIRSTWIN
Future Enterprises Ltd 523574 FEL
Future Lifestyle Fashions Ltd 536507 FLFL
Garware Synthetics Ltd 514400
Garware Technical Fibres Ltd 509557 GARFIBRES
GB Global Ltd 533204 GBGLOBAL
Global Knitfab Ltd 531895
Globe Textiles (India) Ltd 538431 GLOBE
Gokaldas Exports Ltd 532630 GOKEX
Gold Multifab Ltd 531709
Golden Carpets Ltd 531928
Goldwon Textiles Ltd 521230
Grabal Alok Impex Ltd(merged) 532909 GRABALALK
Gretex Industries Ltd 538378 GRETEX
Gujarat Apparels Ltd 40358
Gujarat Bulk Packs Ltd 531188
Gujarat Narmada Knitwear Ltd 514278
Hanung Toys and Textiles Ltd 532770 HANUNG
Hari Govind International Ltd 531971
Haria Apparels Ltd 538081
Haria Exports Ltd 512604 HARIAEXPO
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Hindustan Cotex Exports Ltd 521093
H-Lon Hosiery Ltd 521095
Ideal Carpets Ltd 526259
Indian Terrain Fashions Ltd 533329 INDTERRAIN
Integra Garments & Textiles Ltd 535958 INTEGRA
Intercraft Ltd 521072
International Hometex Ltd 526185
Iris Clothings Ltd 535123 IRISDOREME
Jakharia Fabric Ltd 535093 JAKHARIA
Jayatma Enterprises Ltd 539005
Jersey India Ltd (Wound-up) 521145 JERSY
Jet Knitwears Ltd 538374 JETKNIT
Jinaams Dress Ltd 542653
Jindal Worldwide Ltd 531543 JINDWORLD
Junction Fabrics and Apparels Ltd 539216
Jyoti Overseas Ltd 523876
K P R Mill Ltd 532889 KPRMILL
Kewal Kiran Clothing Ltd 532732 KKCL
KG Petrochem Ltd 531609
Khoobsurat Ltd 535730
Kitex Garments Ltd 521248 KITEX
K-Lifestyle & Industries Ltd 514221 SHREEKRPOL
Knitworth Exports Ltd 531587
Koratla Textiles India Ltd 521074
Koutons Retail India Ltd 532901 KOUTONS
KSL and Industries Ltd 530149
Kumar Wire Cloth Manufacturing Company Ltd 513703
Lagnam Spintex Ltd 535108 LAGNAM
Libas Designs Ltd 538391 LIBAS
Lloyd Rock Fibres Ltd 531527
Lovable Lingerie Ltd 533343 LOVABLE
LWS Knitwear Ltd 531402
M K Exim (India) Ltd 538890
Mahalaxmi Rubtech Ltd 514450
Mallcom (India) Ltd 539400
Mandhana Retail Ventures Ltd 540210 TMRVL
Mangal Knits Ltd 531183
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Manomay Tex India Ltd 540396
Mansukh Industries Ltd (Wound-up) 532110 MANSUKHIND
Marvel Decor Ltd 535059 MDL
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Maxwell Apparel Industries Ltd 40152
Meca Quilts Ltd 531747
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Mittal Life Style Ltd 535062 MITTAL
Modern Terry Towels Ltd(Merged) 500283 MODERNWOOL
Momai Apparels Ltd 532520 MOMAI
Monte Carlo Fashions Ltd 538836 MONTECARLO
Morarjee Textiles Ltd 532621 MORARJEE
MW Unitexx Ltd 532442
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Nahar Spinning Mills Ltd 500296 NAHARSPING
Nandan Denim Ltd 532641 NDL
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Neha Exports Ltd 531949
New India Retailing & Investment Ltd 40399
Niryat Sam Apparels (India) Ltd 531836
Novotex Industries Ltd (Wound-up) 514432
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Preyanshu Industies Ltd 524318
Priti International Ltd 535089 PRITI
Prompt International Ltd 40381
Provogue (India) Ltd 532647 PROVOGE
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S P Apparels Ltd 540048 SPAL
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Samtex Fashions Ltd 521206
Santogen Exports Ltd 511141
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Sharadha Terry Products Ltd 514422 SHARADTERY
Sheena Textiles Ltd 521026
Sheshadri Industries Ltd 539111
Shiva Sutex Ltd 531853
Shivam Apperals Export Ltd 531995
Shoppers Stop Ltd 532638 SHOPERSTOP
Shree Ganesh Knit (India) Ltd 530653
Shri Ambica Mills Ltd 40062
Shri Bholanath Carpets Ltd 530841
Shri Dinesh Mills Ltd 503804 SHRIDINESH
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SKS Textiles Ltd 535044 SKSTEXTILE
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SPL Industries Ltd 532651 SPLIL
SRH Synthetics Ltd 530981
Stallion Garments Export Ltd 531123
Subhash Silk Mills Ltd 530231
Subhlaxmi Exports Ltd 512632
Sudar Industries Ltd 533332 SUDAR
Suditi Industries Ltd 521113 SUDITIND
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Sunday Exports Ltd 530425
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Supreme (India) Impex Ltd 532558 SIIL
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TCNS Clothing Co. Ltd 541700 TCNSBRANDS
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United Polyfab Gujarat Ltd 533024 UNITEDPOLY
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Uniworth Textiles Ltd 500138 FABWORTH
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Vandana Knitwear Ltd 532090
Vee Kay Fibres Ltd (Wound-up) 514156
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Welspun India Ltd 514162 WELSPUNIND
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Share Holding

Category No. of shares Percentage
Total Foreign 3639175 10.68
Total Institutions 1913678 5.62
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 2494402 7.32
Total Promoters 17423755 51.14
Total Public & others 8603008 25.25
Total 34074018 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About V2 Retail Ltd

Vishal Retail Ltd is one of fastest growing retailing groups in India. The company offers a portfolio of products, including apparel, non-apparel and fast moving consumer goods. The company sells readymade apparels, household merchandise, and other consumer goods like footwear, watches, toys, toiletries, grocery items, sports items, crockery, novelties and gifts. The company's subsidiaries include VRL Foods Ltd, VRL Movers Ltd, VRL Consumers Goods Ltd, VRL Fashions Ltd and VRL Infrastructure Ltd. Vishal Retail Ltd offer affordable family fashion at prices to suit every pocket. Their outlets cater to almost all price ranges. The showrooms have over 70,000 products range which fulfills all household needs. The cost benefit that is derived from the large central purchase of goods and services is passed on to the consumer. Vishal Retail Ltd was incorporated on July 23, 2001 as Vishal Retail Private Ltd. In November 2001, the company acquired the proprietorship firm Vishal Garments & The Vishal Garments. In the year 2002, they opened their first store in Delhi. In the year 2003, the company acquired the manufacturing facilities from Vishal Fashions Private Ltd and Vishal Apparels as a going concern and set up a manufacturing unit in Gurgaon. In the year 2004, the company started their largest store at New Delhi having an area of 80,000 sq ft. The company was converted to a public company on February 20, 2006. During the year 2006-07, the company opened up three new stores at Patna in Bihar, Karnal in Haryana and Dahisar in Maharashtra. During the year 2007-08, the company established five new companies, namely VRL Foods Ltd, VRL Movers Ltd, VRL Consumer Goods Ltd, VRL Fashions Ltd and VRL Infrastructure Ltd for diversifying the business operations. Also, they set up their manufacturing units at Manesar and Dehradun, with production capacities of 1.5 million pieces each per annum. With this, the company is having three manufacturing facilities with total installed capacity of 4.5 million pieces per annum. During the year, the company added 52 new stores, out of which 34 were in Tier-III cities, two in Tier-II cities and 16 in a Tier-I city. Also, they added 9 warehouses with an area of 581,640 sq ft, taking the total number of warehouses to 29 spread across 1.1 million sq ft of space. Also, they added a fleet of 40 trucks taking the total number of trucks in the fleet to 98. As on March 9, 2009, the company had 182 stores spread across India. In March 2008, the company entered into a an agreement with Hindustan Petroleum Corporation Ltd, in which Hindustan Petroleum Corporation Ltd will provide space to the company for either Retail store or Warehousing at their mutually selected retail outlets. The company opened two such stores on a trial basis and had plans to increase it to 20-25 stores. The company plans to open nine new formats two categories in apparel, fashion mart and separate formats for menswear and women's wear, restaurant & consumer durable as well. They are intending to open new stores through franchisee model to minimize the companies cost in opening up stores and minimize the risk. The company is also working in the feasibility of launching the convenience model (small formats through franchisee). These stores would have a size of about 800-2000 sq ft.

V2 Retail Ltd Chairman Speech

V2 Retail. Inspired by

Bharat's millennial consumer

The answer is that theglobal realities faster than one may realize. For instance, increasing digitization – arguably the most dramatic of technology inflections of the last few decades - is being driven by millennial engineers. Millennials are more knowledge-driven that their predecessors. They are quicker in embracing technologies. They are better connected with global trends. They are usually decided in their choices. Most of their decisions are influenced by the social media. They increasingly buy online. They are more brand-conscious. They are more experiential-driven than thrifty. They like to appraise a wider choice before purchase. They are more impatient with a growing focus on ‘now' than ‘later'.

Interestingly, India sits at the centre of this global millennial phenomenon for a number of reasons. India's median age of 28 years makes it effectively a millennial-driven nation. The country comprises possibly the largest millennial population in the world. Nearly 80% of the country's millennials are connected with a digital device of some kind. Millennials account for a large third of India's population, nearly half of the country's working age population and nearly 71% of India's total household income. More than 50% of the incremental income earned by India's millennials (after essentials) is directed towards eating out, apparel and entertainment while only around 10% of their incremental income is saved.

This millennial revolution has kickstarted three inflection points.

The first inflection is that of price-value. The consumer of the past was driven by the prospect of buying products cheapest; the modern-day millennial-mindset consumer seeks products around the best price-value proposition. This may sound like a small shift in consumer preference; it has in reality kickstarted a large number of superior products and services towards an unprecedented growth journey.

The second inflection is of differentiation. A larger number of consumers seek different experiences. For the millennial-mindset consumers, normal is boring. They need to buy into differentiated products and services. They are increasingly willing to spend more for them. One area where we are seeing a complete transformation is in the area of apparel purchases, where today's purchase is driven less by the functional and more by the fashionable. Wardrobes are being churned faster, fashion cycles are shortening, promotion-driven fashion weeks have increased, the fashion designer community has substantially increased and the number of times people buy apparel has increased from a couple of times a year to around once every couple of months.

The third inflection is digitalisation. The ‘world' has been captured in the palm of one's hand. Money has evolved from paper to virtual. Stores are ‘open' round the clock. Product varieties have become virtually endless. Stores ‘commute' to consumers.

The convergence of these inflections has disrupted the world, threatening the sluggish but energizing the nimble.

At V2 Retail, we perceive these developments as attractive opportunities. In the last few years, we completely transformed our business model with the objective to capitalize and, in some cases, establish a first mover's advantage.

We are addressing the sectoral opportunity by presenting a wide assortment of products in India's organized retail. We are offering a choice that addresses the aspirational needs of Bharat's consumers. We are providing the consumer with far more reasons to spend more and live better.

We have strengthened our differentiation through a superior price-value position extending far beyond the ‘sabse sasta' positioning. At our company, the difference starts from our store design, the friendliness, the engagement quality and our offerings mix compromising a larger proportion of non-food (especially apparel). The result is that V2 Retail is shifting the needle from quality products to holistically superior experiences.

What provides me with optimism is the passion at V2 Retail. This is an organization with a new and younger management team. This is an organization that possesses the self-confidence to perpetually question itself. This is an organization that keeps asking ‘Why not?' when coming to new initiatives. This is an organization with a relatively de-layered organisational structure, making it quicker to communicate. This is an organization where if we have to fail, we would prefer to fail fast and move on. This then is an organisation with a distinctive workplace excitement. This passion translated into stronger fundamentals during the year under review. The Company incurred a one-time expense of around Rs 26 crore on account of Corporate Debt Restructuring, impacting margins. The Company has virtually no competition in India's organized retail sector in addressing the lower middle-class. The inventory days is expected to moderate in coming financial year. To this encouraging reality we bring the prospect of quicker store rollout: the Company launched 15 stores in 2016-17, 12 in 2017-18, 28 in 2018-19 and a projected addition of 25 in the current financial year - without debt – that should translate into a corresponding area of 0.3 million square feet or 33 per cent of our total retail area by the close of FY20. At V2 Retail, we see a vast under-addressed market that is making our business model increasingly relevant. We face exciting days ahead and I welcome you to stay invested in that journey.

Ram Chandra Agarwal

Chairman

   

V2 Retail Ltd Company History

Vishal Retail Ltd is one of fastest growing retailing groups in India. The company offers a portfolio of products, including apparel, non-apparel and fast moving consumer goods. The company sells readymade apparels, household merchandise, and other consumer goods like footwear, watches, toys, toiletries, grocery items, sports items, crockery, novelties and gifts. The company's subsidiaries include VRL Foods Ltd, VRL Movers Ltd, VRL Consumers Goods Ltd, VRL Fashions Ltd and VRL Infrastructure Ltd. Vishal Retail Ltd offer affordable family fashion at prices to suit every pocket. Their outlets cater to almost all price ranges. The showrooms have over 70,000 products range which fulfills all household needs. The cost benefit that is derived from the large central purchase of goods and services is passed on to the consumer. Vishal Retail Ltd was incorporated on July 23, 2001 as Vishal Retail Private Ltd. In November 2001, the company acquired the proprietorship firm Vishal Garments & The Vishal Garments. In the year 2002, they opened their first store in Delhi. In the year 2003, the company acquired the manufacturing facilities from Vishal Fashions Private Ltd and Vishal Apparels as a going concern and set up a manufacturing unit in Gurgaon. In the year 2004, the company started their largest store at New Delhi having an area of 80,000 sq ft. The company was converted to a public company on February 20, 2006. During the year 2006-07, the company opened up three new stores at Patna in Bihar, Karnal in Haryana and Dahisar in Maharashtra. During the year 2007-08, the company established five new companies, namely VRL Foods Ltd, VRL Movers Ltd, VRL Consumer Goods Ltd, VRL Fashions Ltd and VRL Infrastructure Ltd for diversifying the business operations. Also, they set up their manufacturing units at Manesar and Dehradun, with production capacities of 1.5 million pieces each per annum. With this, the company is having three manufacturing facilities with total installed capacity of 4.5 million pieces per annum. During the year, the company added 52 new stores, out of which 34 were in Tier-III cities, two in Tier-II cities and 16 in a Tier-I city. Also, they added 9 warehouses with an area of 581,640 sq ft, taking the total number of warehouses to 29 spread across 1.1 million sq ft of space. Also, they added a fleet of 40 trucks taking the total number of trucks in the fleet to 98. As on March 9, 2009, the company had 182 stores spread across India. In March 2008, the company entered into a an agreement with Hindustan Petroleum Corporation Ltd, in which Hindustan Petroleum Corporation Ltd will provide space to the company for either Retail store or Warehousing at their mutually selected retail outlets. The company opened two such stores on a trial basis and had plans to increase it to 20-25 stores. The company plans to open nine new formats two categories in apparel, fashion mart and separate formats for menswear and women's wear, restaurant & consumer durable as well. They are intending to open new stores through franchisee model to minimize the companies cost in opening up stores and minimize the risk. The company is also working in the feasibility of launching the convenience model (small formats through franchisee). These stores would have a size of about 800-2000 sq ft.

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

   

V2 Retail Ltd Company Background

Ram Chandra AgarwalRam Chandra Agarwal
Incorporation Year2001
Registered OfficeKhasra no 928 Ext Lal dora abd,Village Kapashera vasant vihar
New Delhi,New Delhi-110037
Telephone91-011-4177850,Managing Director
Fax
Company Secretary
AuditorWalker Chandiok & Co LLP
Face Value10
Market Lot1
ListingBSE,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083

V2 Retail Ltd Company Management

Director NameDirector DesignationYear
Ram Chandra Agarwal Chairman & Managing Director 2017
Uma Agarwal Executive Director 2017
Siya Ram Independent Director 2017
Lalan Yadav Independent Director 2017
Rochelle Susanna Dsouza Addtnl Non-Executive Director 2017
Harbir Singh Sidhu Addtnl Independent Director 2017
Akash Agarwal Whole Time Director & CEO 2017
Jitender Director 2017

V2 Retail Ltd Listing Information

Listing Information
BSESMALLCA
BSEALLCAP
GOODSSERVI

V2 Retail Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Apparels Uni000696.9768
Non Apparels NA 00049.4002
Other Operating Income NA 0001.0415
Others NA 0001.0009
Sales tax NA 0000
FMCG NA 0000
Sale of Products NA 0000

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