Directors Report of Cantabil Retail India Ltd.

Mar 31, 2023

DIRECTORS’ REPORT

Dear Members

The Board of Directors has immense pleasure in presenting its 35^th Annual Report on the business and operations of the Company
together with the Audited Financial Statements of the Company for the year ended 31 ^stMarch, 2023.

COMPANY OVERVIEW

Your Company M/s Cantabil Retail India Limited was incorporated on 9^th February, 1989 a well-known brand in retailing and
manufacturing of readymade garments. Today it ranked among the top 1000 most valuable companies with its shares listed at BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE).

BUSINESS PERFORMANCE

Financial results for the year under review are summarized below:

Particulars	For the Year Ended March 31, 2023	For the Year Ended March 31,2022
Revenue From Operations	55,171.52	38,323.53
Other Income	440.98	1,548.29
Profit before Finance Cost, Depreciation Exceptional Items & Tax	16,806.00	12,560.56
Finance Cost	2,628.13	2,272.51
Depreciation	5,250.44	4,329.53
Profit before Exceptional Items & Tax	8,927.43	5,958.52
Exceptional items	-	-
Profit before tax	8,927.43	5,958.52
Tax expense:	2,203.80	2,152.97
Net Profit for the year	6,723.63	3,805.55
Item of Other Comprehensive Income	(23.73)	(38.70)
Total Comprehensive Income for the year	6,699.90	3,766.85
Credit/ (Debit) Balance B/F from previous year	5,619.14	2,015.57
Other Adjustments	(571.47)	(163.28)
Profit available for appropriation	-	-
Surplus/ (Deficit) carried to Balance Sheet	11,747.57	5,619.14

COMPANY''S PERFORMANCE

The management is happy to report that we have crossed
milestone of 460 Brand Outlets in July 2023 and all our sales
channels are fully functional. The Company reported historical
revenues and profits during the year under review.

The Company has achieved total revenue of Rs. 55,171.52
(lakhs) in financial year 2022-23 and Profit after tax (PAT) of Rs.
6,723.63 (lakhs).

RETAIL

Despite an inhibitive business environment during FY23, your
Company''s retail network stands at 447 Showrooms/ Stores
as on March 2023.

Indian fashion industry is slated to be the sixth largest market in
the world. In recent years, private labels have emerged as the
rising stars of retail and e-commerce. Private labels or in-house
brands, typically offer shoppers value for money while earning
higher margins for retailers with potential to develop into self¬
sustaining brands. There is also a growing emphasis on
enriching customer experience. Window displays, in-store
ambience, coordinated product displays, lighting, music and
communication help build brand presence and awareness.

The retail sector in India is emerging as one of the largest
sectors in the economy. It contributes to over 10% to GDP and
8% to employment. India''s high growth potential compared to
global peers has made it a highly favorable destination.

EXPANSION OF BUSINESS

During the period under review, the Company has added 69
new stores and at the end of the year, Cantabil had 447 stores
operational across India. We are evaluating numerous
emerging micro markets with significant growth potential
across India to pursue a disciplined expansion strategy with
strong focus on store level economics. We also conduct active
store optimization programs which involve identifying brand
diluting stores and refreshing them with newer stores in more
attractive micro-markets. We believe that our stores in addition
to being a venue to sell our products also give us a direct
connection to our customers. This is very valuable to us in
building our brands.

While store expansion is a key growth lever for us, maintaining
the quality of stores and ensuring consistent customer
experience is equally important to us. As an ongoing initiative
to emphasize contemporary look & feel and improve
consistency of brand experience across the store, we focused
on the store modernization program. Efficient utilization of
retail space is one of our key initiatives.

The financial year under review was witness to remarkable
growth. Operations and manufacturing are well equipped to
meet the demand for FY24 with capacity enhancement
increase in shift operation and additional capacity in a few
areas.

TRANSFER TO RESERVES

As permitted under the provisions of the Companies Act, 2013,
the Board has not transferred any amount to the general
reserves during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no Material changes and commitments affecting the
financial position of the Company between the end of the
financial year and date of this report.

DIVIDEND
Interim Dividend

The Company had declared interim dividend of Rs.2/-
(i.e.20%) per equity share in its Board Meeting held on
February 07, 2023. The payment of interim dividend was within
the time limit prescribed in the Companies Act, 2013.

Final Dividend

The Board at its meeting held on August 12, 2023 has also
recommended, a final dividend of Rs.2.50/- (i.e.25%) per
equity share of face value of Rs.10 each for the Financial Year
ended March 31,2023, which is payable after Shareholders''

approval at the (35th) thirty fifth Annual General Meeting of the
Company. The final dividend, if approved, will be paid on or
before October 28, 2023.

In view of the changes made under the Income-Tax Act, 1961,
by the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the shareholders.
The Company shall, accordingly, make the payment of
Dividend after deduction of tax at source, as may be
applicable.

The total dividend on equity shares for FY 2022-23, including
final dividend if approved by the shareholders, would
aggregate to Rs. 7,34,74,236/-.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Listing Regulations, top 1000
listed companies are required to formulate a Dividend
Distribution Policy. Accordingly, your Company has adopted
the Dividend Distribution Policy which sets out the parameters
and circumstances to be considered by the Board determining
the distribution of dividend to its shareholders. The policy is
attached with this report as ANNEXURE-8 and also
available on the website of the Company at the link i.e.
https://www.cantabilinternational.com/invstr_pdf/Dividend%
20Distribution%20Policy.pdf

SHARE CAPITAL

The paid-up capital of the company as on March 31,2023 was
Rs.163,276,080/-. During the year under review, the company
did not issue any class or category of shares/securities and
consequently no change in the capital structure since previous
year. The Company has not issued shares with differential
voting rights. The Company has neither issued employee stock
options nor sweat equity shares and does not have any
scheme to fund its employees to purchase the shares of the
Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

The company does not have any subsidiary, joint venture or
associate company during the period of reporting.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the
Company during the Financial Year ended on 31 ^stMarch, 2023.

SECRETARIAL STANDARDS

The Secretarial Standards, i.e. SS-1,SS-2 and SS-3 relating to
Meetings of the Board of Directors, General Meetings and
Dividend respectively, have been duly complied by the
Company.

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is
compliant with the Corporate Governance provisions as
stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to
time. The Company''s core values of honesty and transparency
have since its inception been followed in every line of decision
making. Setting the tone at the top, the Directors cumulatively
at the Board level, advocate good governance standards at
Cantabil. Cantabil has been built on a strong foundation of
good corporate governance which is now a standard for all
operations across your Company. Parameters of Statutory
compliances evidencing the standards expected from a listed
entity have been duly observed.

A separate section on Corporate Governance is included in the
Annual Report along with the certificate from the Practicing
Company Secretary confirming compliance with conditions on
Corporate Governance as stipulated in the Listing Regulations
as on 31stMarch 2023.

CODE OF CONDUCT

The Chairman & Managing Director of the Company has given
a declaration that the members of Board of Directors and
Senior Management Personnel have affirmed compliance with
the code of conduct of the Board of directors and Senior
Management in terms of Schedule V (D) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
a detailed review of operations, performance and future
outlook of the Company is given separately under the head
Management Discussion and Analysis Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company has embedded in its core business philosophy,
the vision of societal welfare and environmental protection.
Responsible business characterizes its policies, practices and
operations. As a believer in the principle of transparency,
Cantabil publishes its Business Responsibility and
Sustainability Report, as a part of its annual report, in
accordance with Regulation 34(2)(f) of the Listing
Regulations, the initiatives taken by the Company LODR
Regulations. The Business Responsibility and Sustainability
Report is also available on the Company''s website
http://www.cantabilinternational.com

DEPOSITS

During the period under review, the company has not accepted
any deposit within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future
operations.

LISTING OF SHARES

The equity shares of your Company are listed on National
Stock Exchange of India Limited (NSE), and BSE Limited
(BSE). The listing fees for the Financial Year 2022-23 have been
paid by the Company within the stipulated time.

STOCK CODE:

NSE - CANTABIL
BSE - 533267

ISIN - INE068L01016 (Shares)

DIRECTORS AND OFFICERS INSURANCE POLICY (D&O
POLICY)

SEBI (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2021, With effect from January 1,
2022, the top 1000 listed entities by market capitalization
calculated as on March 31 of the preceding financial year, shall
undertake Directors and Officers insurance (''D and O
insurance'') for all their independent directors of such quantum
and for such risks as may be determined by its Board of
Directors.

Pursuant to this amendment, your company has taken the
policy of all the independent directors.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 the Companies Act,
2013 and the Article 125 of the Articles of Association of the
Company, Mr. Deepak Bansal (DIN 01111104) Whole Time
Director of the Company retires by rotation and being eligible
offer himself for re-appointment in the 35th Annual General
Meeting of the Company. The details of Directors being
recommended for re-appointment as required is contained in
the accompanying Notice convening the ensuing Annual
General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2023, the Company has following Key
Managerial Personnel in compliance of provisions of Section
203 of the Companies Act, 2013:

S. NO.	NAME	DESIGNATION
1.	Mr. Vijay Bansal	Chairman and Managing Director
2.	Mr. Deepak Bansal	Whole-Time Director
3.	Mr. Basant Goyal	Whole-Time Director
4.	Ms. Poonam Chahal	Company Secretary
5.	Mr. Shivendra Nigam	Chief Financial Officer

BOARD INDEPENDENCE

Based on the confirmation/ disclosures received from the
Directors and evaluation of the relationships disclosed, the
Company is having following Independent Directors, in terms
of Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 and Section 149(6)
of the Companies Act, 2013 on its Board:-

S. NO.	NAME	APPOINTMENT / RE-APPOINTMENT	RESIG¬ NATION
1.	Mrs. Renu Jagdish	Appointed on 30/09/2014 Re-appointed on 29/09/2019	N.A
2.	Mr. Balvinder Singh Ahluwalia	Appointed on 09/08/2019	N.A
3.	Mr. Rajeev Sharma	Appointed on 09/08/2019	N.A

DECLARATION BY INDEPENDENT DIRECTOR (S)
AND RE-APPOINTMENT, IF ANY

Each of the Independent Director has submitted their
declaration that he /she meets the criteria of independence as
stipulated in Section 149(6) of the Companies Act, 2013 and
Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.There has been no change in
the circumstances affecting their status as independent
directors of the Company. There was no appointment/re-
appointment of Independent Director during the year under
review.

STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

During the year no new Independent Director was appointed
on the Board of Directors of the Company, therefore the
statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the proficiency)

of the independent directors appointed during the year is not
applicable.

CERTIFICATION FROM COMPANY SECRETARY IN
PRACTICE

A certificate has been received from M/s DPV & Associates,
LLP Company Secretaries that none of the Directors on the
Board of the Company had been debarred or disqualified from
being appointed or continuing as Director of companies by
SEBI, Ministry of Corporate Affairs or any such other Statutory/
Regulatory authority.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(3) (c) and section 134(5) of the
Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year
ended as on 31st March 2023, the applicable Accounting
Standards (Ind AS) had been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit or loss of the
company for that period;

(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial
year ended 31^st March 2023 on a'' Going Concern'' basis;
and

(e) The directors, in the case of a listed company, had laid
down internal financial controls to be followed by the
Company and that such internal financial controls are
adequate and were operating effectively;

(f) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating
effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on
Company / Business Policy and Strategy apart from other
Board businesses. The Board / Committee Meetings are
scheduled in compliance with the provisions of the Companies
Act, 2013 and the requirement of the Listing Agreement/
Regulations and the Notice of the Board/ Committee Meetings

is circulated to the Directors in advance to facilitate them to
plan their schedule and to ensure meaningful participation in
the meetings.

Usually, meetings of the Board are held in Delhi. The Agenda of
the Board / Committee meetings includes detailed notes on the
items to be discussed at the meeting is circulated at least a
week prior to the date of the meeting.

The Board met five times in financial year 2022-2023 viz., on

18.05.2022, 09.08.2022, 08.11.2022, 07.02.2023 and

28.03.2023. Detailed information on the meetings of the Board
is included in the report on Corporate Governance, which
forms part of this Annual Report.

COMMITTEES OF THE BOARD

There are 6 (Six) Committees of the Board viz: Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Miscellaneous Committee and Risk
Management Committee. A detailed note on the composition
of the Board and its Committees is provided in the Corporate
Governance Report section of this Annual Report.

There are currently Six Committees of the Board, as follows:

NOMINATION AND REMUNERATION POLICY OF
THE DIRECTOR AND KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the
Board of Directors of the Company has, approved a policy on
directors'' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence
of a director and other matters provided u/s 178(3) based on
the recommendations of the Nomination and Remuneration
Committee. The broad parameters covered under the Policy
are -Company Philosophy, Guiding Principles, Nomination of
Directors, Remuneration of Directors, Nomination and
Remuneration of the Key Managerial Personnel (Other than
Managing/ Whole-time Directors), Key-Executives and Senior
Management and the Remuneration of other Employees. The
Company''s Policy relating to appointment of Directors,
payment of Managerial remuneration, Director''s qualifications,
positive attributes, independence of Directors and other

related matters as provided under Section178(3) of the
Companies Act, 2013 is furnished in ANNEXURE- 1 and forms
part of this Report.

The Remuneration Policy adopted by your Company is
available on company''s website
https://www.cantabilinternational.com/invstr_pdf/Nomination
%20and%20Remuneration%20Policy.pdf

BOARD EVALUATION

Meeting the requirements of the statute and considering Board
Performance Evaluation as an important step for a Board to
transit to a higher level of performance, the Nomination and
Remuneration Committee has laid down a comprehensive
framework for carrying out the evaluations prescribed in the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The framework
was developed to give all Board members an opportunity to
evaluate and discuss the Board''s performance openly from
multiple perspectives and enhance governance practices
within the Board. The framework describes the evaluation
coverage and the process thereof.

Further, the detailed criteria for performance evaluation of
Independent Directors are available on company''s website at
https://cantabilinternational.com/polices/EVALUATION_INDE
PENDENT_DIRECTOR_POLICY.pdf

PERFORMANCE EVALUATION OF BOARD AND
COMMITTEE

In respect of the Financial Year ended 31st March, 2023, the
Board conducted its self-evaluation that of its Committees and
all of its individual Members. Some of the parameters which
were taken into account while conducting Board evaluation
were : Board Composition in terms of its size, diversity; Board
processes in terms of communication; Disclosure of
information such that each Board meeting includes an
opportunity for learning about the organization''s activities
through various presentations made to the Board on corporate
functions, business vertical; Accessibility of the Product
Heads/ Factory Heads to the Board, wherever required, for
informed decision-making. The evaluation of each of the Board
Committees were done on parameters such as whether key
items discussed in the Committee are suitably highlighted to
the Board, whether Committee effectively performs support
functions to the Board in fulfilling its responsibilities etc.

PERFORMANCE EVALUATION OF NON-INDEPENDENT
DIRECTORS

The performance evaluation of the Chairman and the Non¬
Independent Directors were carried out by the Independent
Directors, considering aspects such as Effectiveness as
Chairman in developing and articulating the strategic vision of

the Company, Demonstration of ethical leadership, displaying
and promoting throughout the Company a behavior consistent
with the culture and values of the organization, Contribution to
discussion and debate through thoughtful and clearly stated
observations and opinions; Creation of a performance culture
that drives value creation without exposing the Company to
excessive risk.

PERFORMANCE EVALUATION OF INDEPENDENT
DIRECTORS

The performance evaluation of the Independent Directors was
carried out by the entire Board, other than the Independent
Director concerned, taking into account parameters such as -
refrain from any action that may lead to loss of independence;
refrain from disclosing confidential information, including
commercial secrets, technologies, unpublished price sensitive
information, sales promotions plans etc. Support to CMD and
executive directors in instilling appropriate culture, values and
behavior in the Boardroom and beyond, well informed about
the Company and the external environment in which it
operates, moderate and arbitrate in the interest of the
Company as a whole in situations of conflict between
management and shareholders'' interest etc.

EVALUATION OUTCOME

It was assessed that the Board as a whole together with each of
its Committees was working effectively in performance of its
key functions- providing strategic guidance to the Company,
reviewing and guiding business plans and major plans of
action, ensuring effective monitoring of the management and
overseeing risk management function. The Board is kept well
informed at all times through regular communication and
meets once per quarter and more often during times of rapid
growth or if Company needs merit add intimation oversight and
guidance. Comprehensive agendas are sent to all the Board
Members well in advance to help them prepare and keep the
meetings productive. The Company makes consistent efforts
to acquaint the Board with the overall business performance
covering all business aspects by way of presenting specific
performance of each product category and corporate function
from time to time. The performance of the Chairman was
evaluated satisfactory in the effective and efficient discharge of
his role and responsibilities for the day to day management of
the business in line with the strategy and long term objectives.
The Executive Directors and Non-executive Directors provided
entrepreneurial leadership of the Company within a framework
of prudent and effective controls with a balanced focus on
policy formulation and development of operational
procedures. It was acknowledged that the management
provided sufficient insight to the Board in keeping it up-to-date
with key business developments which was essential for each
of the individual Directors to maintain and enhance their
effectiveness.

Familiarization Programme

In terms of Regulation 25(7) of the Listing Regulations, the
Company familiarizes its Directors about their role and
responsibilities at the time of their appointment through a
formal letter of appointment. The format of the letter of
appointment/re-appointment is available on our website at the
link https://www.cantabilinternational.com/Downloads/
Terms%20and%20Conditions%20of%20appointment%20of
%20IDs.pdf. Sessions are conducted at the meetings of the
Board and its various Committees on the relevant subjects
such as strategy, Company performance, financial
performance, internal financial controls, risk management,
plants, retail, products, finance, human resource, capital
expenditure, CSR, Compliances etc. All efforts are made to
keep Independent Directors aware of major developments
taking place in the industry, the Company''s business
model and relevant changes in the law governing the
Company''s business. The details of the programs/
sessions conducted for familiarization of Independent
Directors can be accessed on the Company website at the link
https://www.cantabilinternational.com/Downloads/Familiariz
ation%20Programme%20of%20Independent%20Directors_.
pdf

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or
unclaimed dividends are required to be transferred by the
Company to the IEPF, established by the Government of India,
after the completion of seven years. Further, according to the
IEPF Rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the IEPF
Authority.

a) Transfer of unclaimed dividend to IEPF

NIL

b) Transfer of shares to IEPF

There was no transfer of shares during the year under
review.

UNPAID DIVIDEND

During the year under review, the Company has transferred Rs.
50,954/- the unclaimed dividend to the unpaid divided
account. As on date balance of unpaid dividend account is as
follows:

Details of Unpaid Dividend:-

Year	Dividend	Date of Declaration	Amount
19-20	Final	25.09.2020	44,239
20-21	Interim	05.02.2021	35,422
21-22	Interim	29.10.2021	31,699
21-22	Final	23.09.2022	35,798.50
22-23	Interim	07.02.2023	50954

Year-wise amounts of unpaid / unclaimed dividends
transferred to unpaid dividend account, is also available on
Company''s website at https://www.cantabilinternational.com
/dividend/ .

BOARD DIVERSITY POLICY

The Board of Directors of the Company formulated the Board
Diversity Policy according to the provisions of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015,
draft of which is available on company''s website at
https://cantabilinternational.com/polices/BOARD_DIVERSITY
_POLICY.pdf

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company''s policy on appointment of directors is available
on http://www.cantabilinternational.com.

The policy on remuneration and other matters provided in
Section 178(3) of the Act has been disclosed in the
Corporate Governance Report, which is a part of this report
(ANNEXURE-1) and is also available on
https://www.cantabilinternational.com/invstr_pdf/Nomination
%20and%20Remuneration%20Policy.pdf

AUDITORS AND THEIR REPORTS
APPOINTMENT OF STATUTORY AUDITORS

The shareholders of the Company at the 34^th Annual General
Meeting held on September 23, 2022, approved the
appointment of Company M/s Suresh & Associates, Chartered
Accountants (Registration No. 0003316N) as the Statutory
Auditors of the Company for a period of 5 Years i.e. from the
conclusion of the 34^th Annual General Meeting till the
conclusion of the 39^th Annual General Meeting.

STATUTORY AUDITORS'' REPORT

The observation made by the Auditors with reference to notes
on accounts for the year ended 31^st March 2023 are self¬
explanatory and therefore do not call for any further comments
under section 134 of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud
to the Audit Committee of the Company in the year under
review. There are no qualifications, reservations or adverse
remarks or disclaimers made by M/s Suresh & Associates,
Chartered Accountants.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors and Secretarial Auditors of the

Company have not reported any frauds to the Audit Committee
or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made thereunder, as
amended form time to time.

SECRETARIAL AUDITORS

The Board had appointed M/s DPV & Associates LLP,
Company Secretaries for carrying out Secretarial Audit in
terms of the provisions of Section 204 of the Companies Act,
2013 for the financial year 2023-2024.

SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Act and the
Rules made thereunder, the Board of Directors of the
Company had appointed M/s DPV & Associates, LLP,
Company Secretaries to undertake the Secretarial Audit of the
Company for the year ended 31st March 2023. The report of
the secretarial auditors is annexed as a part to this report as
ANNEXURE-2.

There are no qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditors in their report.

COST AUDITORS

As specified in Rule 3 of the Companies (Cost Records and
Audit) Rules, 2014, the Company is not engaged in the
business of such class of production of goods or providing of
services. Accordingly, the requirement of maintaining cost
records in accordance with Section 148(1) of the Act read with
the aforementioned Rules is not applicable to the Company for
the period under review.

INTERNAL AUDITOR

As per Section 138 of the Companies Act, 2013, the company
being a listed entity is required to have Internal Auditor. Thus,
company has appointed Grant Thornton LLP as its Internal
Auditor.

CREDIT RATING

The Company''s financial discipline and prudence is reflected
in the strong credit ratings prescribed by rating agency(ICRA).
Credit rating was enhanced by ICRA for the financial year
2022-2023.

The details of credit ratings are disclosed in the Corporate
Governance Report, which forms part of the Annual Report.

STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per
provision of Section 164(2) of Companies Act, 2013. The
Directors of the Company have made necessary disclosures as
required under various provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirement) Regulations,
2015.

AUDIT COMMITTEE

The Audit committee held Five (5) meetings during the year viz.,

18.05.2022, 09.08.2022, 08.11.2022, 07.02.2023 and

28.03.2023.

The Audit Committee functions in terms of the powers and role
delegated by the Board of Directors keeping in view the
provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, have been described
separately under the head Audit Committee in Report of
Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rule
made there under , the Board of Directors has constituted a
Corporate Social Responsibility (CSR) Committee. The details
of the Composition of the Committee are set out in Corporate
Governance Report which forms part of this report. The
Committee has adopted a Corporate Social Responsibility
Policy.

Corporate Social Responsibility (CSR) is an integral part of our
culture. The Company strongly believes in the “what comes

from the community should go back many times”. One of the
key features of our CSR projects is focus on participatory and
collaborative approach with the community. The Company
continues to emphasize on implementation of key areas
denoted and chosen in its sustainability. The Company has
spent ''66.53 Lakhs, which is the statutory amount required to
be spent, towards the CSR projects for the Financial Year
2022-23.Details of our CSR are available on our website
https://www.cantabilinternational.com/csr-2/

The Annual Report on CSR activities is attached as
“ANNEXURE -3”.

RISK MANAGEMENT POLICY

The Company has constituted a committee and formulated a
policy and process for risk management. The company has set
up a core group of leadership team, which identifies, assesses
the risks and the trends, exposure and potential impact
analysis at different level and lays down the procedure for
minimization of the risks. Risk management forms an integral
part of management policy and is an ongoing process
integrated with operations.

Company has identified various strategic, operational,
financial risks which may impact company adversely; however,
management believes that the mitigation plans for identified
risks are in place and may not threaten the existence of the
company. The Risk Management Policy is available on
company''s website at https://www.cantabilinternational.com/
NewFolder/Quarterly%20Stock%20exchange%20intimation
s/policies/Risk%20Management%20Policy.pdf

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a policy of Prohibition of Insider
Trading with a few to regulate trading in shares of the Company
by Designated Person and their immediate relatives. The said
policy is available on the website of the Company at
https://cantabilinternational.com/polices/INSIDER_TRADING
_POLICY.pdf

Details of establishment of Vigil Mechanism/ Whistle
Blower Policy

The Board of Directors on the recommendations of the Audit
Committee has approved and adopted a Whistle Blower Policy
that provides a formal mechanism to the Directors, employees,
and other stakeholders of the Company to approach the
Chairman of the Audit Committee / Chief Ethics Counselor of
the Company and make protective disclosure about the
unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct.

The Whistle Blower Policy is available on the website of the Company

https://www.cantabilinternational.com/invstr_pdf/Whistle%2

0Blower%20Policy.pdf

REPORTING OF FRAUDS

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the Act and
the rules made thereunder.

POLICY AGAINST SEXUAL HARASSMENT AT WORK
PLACE

The Company in its endeavor for zero tolerance towards sexual
harassment at the workplace has in accordance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 adopted the “Policy on
redressal of Sexual Harassment”. An Internal Complaints
Committee has been constituted under the policy which
provides a forum to all female personnel to lodge complaints (if
any) there with for redressal. The Committee submits an
Annual Report to the Audit Committee of the Board of Directors
of your Company on the complaints received and action taken
by it and also Reporting to local authority.

During the year, no complaint was lodged with the Internal
Complaints Committee (ICC). In order to fulfill the desired utility
of the Committee and make the Policy meaningful, the
Committee meets at specified intervals to take note of useful
tools, mobile applications, media excerpts etc. that enhance
security of female employees. The same are circulated within
the organization to encourage general awareness. In its
endeavor to ensure the spirit of law, during the Financial Year
2022-2023, the ICC continued to undertake interactive
sessions from time to time. The interactions were primarily
aimed at understanding as to how comfortable female
employees are working in the organization especially from
safety point of view and how forthcoming would they be, in
raising their voice if they are put in an undesirable situation. The
Company is an equal employment opportunity employer and is
committed to provide a safe and condusive work environment
that enables women employees to work without fear of
prejudice, gender bias and sexual harassment. No complaint
was received by ICC during FY23.

It is our constant endeavor to ensure that we provide
harassment free, safe and secure work environment to all
employees specially women.

P A R T I C U L A R S O F C O N T R A C T S O R
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO INSECTION 188;

In line with the requirements of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, your Company has formulated a Policy on
Related Party Transactions which is available on Company''s
website at https://www.cantabilinternational.com/invstr_
shrhldng/Ballot/annual%20report/RPT%20POLICY.pdf. The

Policy intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between
the Company and Related Parties.

All Related Party Transactions are placed before the Audit
Committee for review and approval. Prior omnibus approval is
obtained for Related Party Transactions on a quarterly basis for
transactions which are of repetitive nature and/or entered in
the Ordinary Course of Business and are at Arm''s Length.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by
Audit committee and are also placed before the Board for
necessary approval. The company has developed a related
party transactions manual, standard operating procedures for
the purpose of identification and monitoring of such
transactions.

All related party transactions that were entered into during the
financial year were in the ordinary course of the business and
on an arm''s length basis. The Company has entered into
material contracts or arrangements or transactions with
related parties in accordance with Section 188 of the Act read
with the Companies (Meetings of Board and its Powers) Rules,
2014 with the approval of the Audit Committee.

There were no materially significant Related Party
Transactions made by the Company during the year that would
have required shareholders'' approval under the Listing
Regulations.

All the Related Party Transactions are placed before the Audit
Committee for prior approval, as required under applicable law
and only those who were Independent Directors and members
of the Audit Committee approved the same.

Prior omnibus approval of the Audit Committee is also
obtained for the transactions which are repetitive in nature. A
statement of all Related Party Transactions is placed before
the Audit Committee for its review on a quarterly basis,
specifying the nature and value of the transactions.

There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other related parties which may have
a potential conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 in the prescribed
form (Form AOC-2) are attached as ANNEXURE-4.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

Your Company has not given any loans, guarantee or provided
any security during the year under. The particulars of

investments made by the Company under section 186 as on
31^st March, 2023 are furnished in ANNEXURE-5 and form part
of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure-6.

The information required under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, including amendment thereto, is
provided in the Annexure forming part of the Report. In terms of
the second proviso to Section 136(1) of the Act, the Report and
Accounts are being sent to the shareholders excluding the
aforesaid Annexure. Any shareholder interested in obtaining
the same may write to the Company Secretary at
[email protected]

ANNUAL RETURN

In terms of Sections 92(3) and 134(3) (a) of the Act, annual
return as on 31st March 2023 is available on Company''s
website at https://www.cantabilinternational.com/annual-
return/.

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM
(NEAPS)& DIGITAL EXCHANGE

The NEAPS & Digital Exchange is a web based application
designed by NSE for corporate. All periodical compliance
filings like shareholding pattern, corporate governance report,
press releases, announcements, corporate actions etc. are
filed electronically on NEAPS.

BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE
“LISTING CENTRE”)

The Listing Centre of BSE is a web based application designed
by BSE for corporate. All periodical compliance filings like
shareholding pattern, corporate governance report, press
releases etc. are also filed electronically on the Listing Centre.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web
based complaints redress system. The system enables
centralized database of all complaints, online uploading of
action taken reports (ATRs) by the concerned companies and
online viewing by investors of actions taken on their complaint
and current status. Your company is also registered on
SCORES and there was no complaint filed by any investor
during the year under review.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet
of the Company for the year ended on March 31,2023.

HUMAN RESOURCES

During the year under review many programs were deployed to
augment the capacity of your Company''s human resources.
Technology and automation in Human Resource Management
enabled the analytics-driven, every employee experiences
consistency in HR practices and policies across the Company.
The HR initiatives continue to focus on hiring the talent with the
right attitude, develop and groom them and build the
leadership pipeline. We have shifted our needle towards
grooming out internal talent and were able to successfully fill
few senior roles through internal talent. We are also striving to
bring in more women employees at senior roles. We have also
worked towards becoming a performance-driven
organization. The company has well-crafted and employee-
friendly HR policies, and hence it enjoys a cordial relationship
with its employees. We have not experienced any major work
stoppages due to labour disputes or cessation of work in the
last many years. It continues to emphasize and focus on safety
and security at the workplace by prescribing policies and
procedures, creating awareness and imparting pieces of
training to the workforce. It also has an established mechanism
that fosters a positive work environment that is free from
harassment of any nature. Prevention of sexual harassment
initiative framework is in place to address the complaints of
harassment at the workplace.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis endeavored to
increase awareness among its stakeholders and in the market
place about the Company''s strategy, new developments and
financial performance as per rules laid down by the Regulatory
Authority like SEBI etc. Brand building of the organization is
being given impetus and your Company is poised to achieve
positive results out of these efforts.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors material weakness in the design or operation
was observed.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO

Information in accordance with the provisions of Section134(3)
of the Companies Act, 2013 read with Rule8(3) of the
Companies (Accounts) Rules, 2014and Companies
(Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo is given
in ANNEXURE-7:

GENERAL

Your Directors state that no disclosure or reporting is required
in respect of the following(s), as there were no transactions
have been done w.r.t. these items:

1. Details relating to deposits covered under Chapter V of the
Act.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

4. No Issue of Employee Stock Option has been made.

5. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from its holding company.

6. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

ACKNOWLDEGEMENT

Your Directors would like to express their grateful appreciation
for the assistance and co-operation received from Banks,
Government Authorities, and Business Associates and
shareholders during the year under review. Your Directors wish
to place on record their deep sense of appreciation for the
devoted services of the executives, staff and workers of the
Company for its success.of the executives, staff and workers
of the Company for its success.

For and on behalf of the Board
Cantabil Retail India Limited

Sd/-

VIJAY BANSAL

Date: August 12, 2023 (Chairman and

Place: New Delhi Managing Director)

---

Mar 31, 2018

The Board of Directors has immense pleasure in presenting its 30^th Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below with the previous year’s results for your consideration: Rs. in Lakhs

Particulars	For the year ended
	March 31, 2018	March 31, 2017
Revenue From Operations	19,767.18	16,106.35
Other Income	97.54	51.44
Profit before Finance Cost, Depreciation Exceptional Items & Tax	2,123.46	1,853.83
Finance Cost	665.99	586.28
Depreciation	883.78	798.57
Profit before Exceptional Items & Tax	573.69	468.98
Exceptional items	189.14	(5.07)
Profit before tax	762.83	463.92
Provision for Tax including deferred tax
(Assets) / Liabilities and MAT
1. Current Tax (MAT)	155.53	118.52
2. MAT Credit Entitlement	(311.97)	-
3. Deferred Tax Assets	30.67	(61.40)
4. Deferred Tax on previously	(1,110.14)	-
unrecognised Tax losses
Net Profit for the year	1,998.74	406.79
Credit/ (Debit) Balance B/F from previous year	(2,272.21)	(2,648.61)
Item of Other Comprehensive Income	(5.57)	(23.53)
Other Adjustments	-	(6.87)
Profit available for appropriation	-	-
Surplus/ (Deficit) carried to Balance Sheet	(279.04)	(2,272.21)

The Ministry of Corporate Affairs (MCA), vide its Notification dated February 16, 2015, notified the Indian Accounting standards (Ind AS) applicable to certain classes of companies and are prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For Cantabil Retail India Limited, the Ind AS is applicable with effect from 1 st April, 2017.

The financial statements of the Company have been prepared in accordance with Indian Accounting standards (Ind AS). The Company has followed the Guidance prescribed under Ind AS 101 and has prepared the first set of Financial Statements for the year ended 31 st March, 2018 in accordance with the Ind AS and as per applicable guidelines issued by the Securities and Exchange Board of India (“SEBI”).

REVIEW OF PERFORMANCE

The Company has an increase of 22.73% in total revenue from Rs.16,106.35 Lakhs in Financial Year 2016-17 to Rs.19,767.18 Lakhs in Financial Year 2017-18. The EBIDTA has also improved from Rs. 1853.83 lakhs to Rs. 2123.46 lakhs thereby recording an improvement in profitability of 14.54%.

There has been no change in the nature of business during the reporting period.

TRANSFER TO RESERVES

The company has not transferred any amount to the general reserves during the previous years.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitements affecting financial position between the end of the financial year and date of this report.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31st March, 2018.

SHARE CAPITAL

The paid up capital of the company as on March 31, 2018 was Rs.163,276,080/-. During the year under review, the company did not issue any class or category of shares/ securities and consequently no change in the capital structure since previous year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company during the period of reporting.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the Financial Year ended on 31st March, 2018.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company’s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, the Directors cumulatively at the Board level, advocate good governance standards at Cantabil. Cantabil has been built on a strong foundation of good corporate governance which is now a standard for all operations across your Company. Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Statutory Auditors confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CODE OF CONDUCT

Annual Compliance Report for the year ended 31^st March 2018 has been received from all the Board members and senior management of the Company regarding the compliance of all provisions of Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis forms as part of this report.

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

LISTING OF SHARES

The equity shares of your Company are listed on National Stock Exchange of India Limited (NSE), and BSE Limited (BSE).The listing fees for the Financial Year 2017-18 have been paid by the Company within the stipulated time.

STOCK CODE: NSE BSE ISIN

CANTABIL 533267 INE068L01016 (Shares)

DEMATERIALISATION OF SHARES

Your company has entered into agrrements with the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL) for dematerialization of shares of the company. Accordingly shares of the Company are available for dematerialization and can be traded in Demat form.

DIRECTORS:

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

As informed last year, Shri Anil Bansal (DIN: 02443104) ceased to be a Director of the Company effective 30^th November, 2016. In his place, the Board, upon the recommendations of the Nomination and Remuneration Committee, at its Meeting held on 12th November, 2016, appointed Shri Basant Goyal (DIN:07659491 ) as an Additional Director and Whole Time Director for a period of three years. The members at the 29^th annual general meeting held on 28 September 2017 have approved the appointment of Shri Basant Goyal, as Whole Time Director of the Company.

During the year, Mr Rajesh Rohilla resigned as Chief Financial Officer with effect from 30th June, 2017. The Board places on record its deep appreciation for the contribution made by Mr. Rajesh Rohila. Mr Shivendra Nigam was appointed as Chief Financial Officer of the Company in place of Mr. Rohila with effect from 25th August, 2017 after obtaining requisite approvals.

Detailed information on the directors is provided in the Corporate Governance Report.

WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Mrs. Renu Jagdish was appointed as a Non-Executive Independent Director by the members of the Company at their Annual General Meeting held on 30.09.2014, for a period of 5 years upto 30.09.2019.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 the Companies Act, 2013 and Article 125 of the Articles of Association of the Company, Mr. Basant Goyal (DIN: 07659491), Whole-Time Director of the Company retires by rotation and being eligible offer himself for re-appointment in the 30^th Annual General Meeting of the Company.

The details of Directors being recommended for re-appointment as required are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

Appropriate Resolution(s) seeking your approval to the appointment /re-appointment of Directors are also included in the Notice.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2018, the company has following Key Managerial Personnel in compliance of provisions of Section 203 of the Companies Act, 2013:

S. NO.	NAME	DESIGNATION
1.	Mr. Vijay Bansal	Chairman-cum-Managing Director
2.	Mr. Deepak Bansal	Whole-Time Director
3.	Mr. Basant Goyal	Whole-Time Director
4.	Ms. Poonam Chahal	Company Secretary
5.	Mr. Shivender Nigam*	Chief Financial Officer

*appointed as Chief Financial Officer of the Company with immediate effect i.e 25th August, 2017

BOARD INDEPENDENCE

Our definition of ‘Independence’ of Directors is derived from Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the Company is having following Independent Directors, in terms of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015and Section 149(6) of the Companies Act, 2013 on its Board:-

S.NO.	NAME	APPOINTMENT	RESIGNATION
1.	Mr. Lalit Kumar	Appointed on 11/09/2009 Re-appointed on 30/09/2014
2.	Dr. Arun Kumar Roopanwal	Appointed on 11/09/2009 Re-appointed on 30/09/2014	-
3.	Mrs. Renu Jagdish	Appointed on 30/09/2014	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

Each of the Independent Directors have submitted their declarations that he /she meets the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 134(3)(c) and section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year ended as on 31^st March 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended 31^st March 2018 on a ‘going concern’ basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / Business Policy and Strategy apart from other Board business. The Board / Committee Meetings are scheduled in compliance with the provisions of the Companies Act, 2013 and the requirement of the Listing Agreement/Regulations and the Notice of the Board/Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

Usually, meetings of the Board are held in Delhi. The Agenda of the Board / Committee meetings includes detailed notes on the items to be discussed at the meeting is circulated at least a week prior to the date of the meeting.

The Board met Five times in financial year 2017-2018 viz., on 26.05.2017, 25.08.2017, 14.09.2017, 12.12.2017 13.02.2018. The maximum interval between any two meetings did not exceed 120 days.

Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

There are currently four (4) Committees of the Board, as follows:

1. Audit Committee

The constitution of the Audit Committee is:-

1. Mr. Lalit Kumar - Chairman & Independent Director

2. Dr. Arun Kumar Roopanwal - Member & Independent Director

3. Mr. Vijay Bansal - Member & Managing Director

2. Nomination and Remuneration Committee

The constitution of the Nomination & Remuneration Committee is:-

1. Mr. Lalit Kumar - Chairman & Independent Director

2. Dr. Arun Kumar Roopanwal - Member & Independent Director

3. Mrs. Renu Jagdish - Member & Independent Director

3. Stakeholders’ Relationship Committee

The constitution of the Stakeholders’ Relationship Committee is:-

1. Mr. Lalit Kumar - Chairman & Independent Director

2. Mr. Vijay Bansal - Member & Managing Director

3. Dr. Arun Kumar Roopanwal - Member & Independent Director

4. Corporate Social Responsibility Committee

The constitution of the Corporate Social Responsibility Committee is:-

1. Mr. Vijay Bansal - Chairman & Independent Director

2. Mr. Lalit Kumar - Member & Independent Director

3. Mr. Basant Goyal - Member & Executive Director

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the “Report on Corporate Governance”, a part of this Annual Report.

NOMINATION AND REMUNERATION POLICY OF THE DIRECTOR AND KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 17th June, 2014, approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are -Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE- 1 and forms part of this Report.

The Remuneration Policy adopted by your Company is available on company’s website at www.cantabilinternational.com.

BOARD EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The framework was developed to give all Board members an opportunity to evaluate and discuss the Board’s performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

Further, the detailed criteria for performance evaluation of Independent Directors are available on company’s website at www.cantabilinternational.com.

PERFORMANCE EVALUATION OF BOARD AND COMMITTEE

In respect of the Financial Year ended 31 st March, 2018, the Board conducted its self-evaluation, that of its Committees and all of its individual Members. Some of the parameters which were taken into account while conducting Board evaluation were : Board Composition in terms of its size, diversity; Board processes in terms of communication; Disclosure of information such that each Board meeting includes an opportunity for learning about the organization’s activities through various presentations made to the Board on corporate functions, business verticals etc.; Accessibility of the Product Heads/ Factory Heads to the Board, wherever required, for informed decision-making. The evaluation of each of the Board Committees were done on parameters such as whether key items discussed in the Committee are suitably highlighted to the Board, whether Committee effectively performs support functions to the Board in fulfilling its responsibilities etc.

PERFORMANCE EVALUATION OF NON-INDEPENDENT DIRECTORS

The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as Effectiveness as Chairman, in developing and articulating the strategic vision of the Company; Demonstration of ethical leadership, displaying and promoting throughout the Company a behaviour consistent with the culture and values of the organisation; Contribution to discussion and debate through thoughtful and clearly stated observations and opinions; Creation of a performance culture that drives value creation without exposing the Company to excessive risk.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The performance evaluation of the Independent Directors was carried out by the entire Board, other than the Independent Director concerned, taking into account parameters such as - refrain from any action that may lead to loss of independence; refrain from disclosing confidential information, including commercial secrets, technologies, unpublished price sensitive information, sales promotions plans etc, support to CMD and executive directors in instilling appropriate culture, values and behaviour in the boardroom and beyond, well informed about the Company and the external environment in which it operates, moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholders’ interest etc.

EVALUATION OUTCOME

It was assessed that the Board as a whole together with each of its Committees was working effectively in performance of its key functions- Providing strategic guidance to the Company, reviewing and guiding business plans and major plans of action, ensuring effective monitoring of the management and overseeing risk management function. The Board is kept well informed at all times through regular communication and meets once per quarter and more often during times of rapid growth or if Company needs merit additional oversight and guidance. Comprehensive agendas are sent to all the Board Members well in advance to help them prepare and keep the meetings productive. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time. The performance of the Chairman was evaluated satisfactory in the effective and efficient discharge of his role and responsibilities for the day to day management of the business, in line with the strategy and long term objectives. The Executive Directors and Non-executive Directors provided entrepreneurial leadership of the Company within a framework of prudent and effective controls, with a balanced focus on policy formulation and development of operational procedures. It was acknowledged that the management afforded sufficient insight to the Board in keeping it up-to-date with key business developments which was essential for each of the individual Directors to maintain and enhance their effectiveness.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of Sections 124 and 125 the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the provision for transfer of application money received by companies for allotment of any securities which has remained unclaimed and unpaid for a period of seven years from the date it became due for payment to Investors Educations and Protections funds of Central Government. In accordance with the above provisions, the Company had transferred unpaid/unclaimed application money within the statutory period to the IEPF. During the Financial Year 2017-18, unpaid or unclaimed application money of Rs 96660/- (Rupees Ninety Six thousand Six hundred Sixty Rupees only) was transferred to the IEPF.

BOARD DIVERSITY POLICY

The Boards of Directors of the Company formulated the Board Diversity Policy according to the provisions of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, draft of which is available on company’s website at www.cantabilinternational.com.

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Akhil Mittal & Co. Chartered Accountant (Registration No.026177N) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 29^th Annual General Meeting held on 28th September, 2017 until the conclusion of 34th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Board of Directors. However, as per the Companies Amendment Act, 2017, and Ministry of Corporate Affairs vide notification dated May 7, 2018; the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting has been omitted. Accordingly, no resolution is proposed for ratification of appointment of Auditors in the ensuing Annual General Meeting.

Pursuant to Section 139 and 141 of the Companies Act, 2013, and relevant Rules prescribed there under, the Company has received certificate, that their appointment would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

STATUTORY AUDITORS’ REPORT

The observation made by the Auditors with reference to notes on accounts for the year ended 31^st March 2018 are self explanatory and therefore do not call for any further comments under section 134 of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Akhil Mittal & Co. Chartered Accountant, Statutory Auditors.

SECRETARIAL AUDITORS

The board had appointed M/s Sanjay Grover & Associates, Company Secretaries for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-2018.

SECRETARIAL AUDITORS REPORT

The report of the secretarial auditors is annexed as a part to this report as ANNEXURE-2.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Sanjay Grover& Associates, Secretarial Auditors, in their report.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is not required to have the audit of its cost records.

STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per provision of Section 164(2) of Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

AUDIT COMMITTEE

The Audit committee held five (5) meetings during the year viz., 26.05.2017, 25.08.2017, 14.09.2017, 12.12.2017 and 13.02.2018

The Audit Committee functions in terms of the powers and role delegated by the Board of Directors keeping in view the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, have been described separately under the head Audit Committee in Report of Corporate Governance.

The members of the Audit Committee are:

Name of Members	Designation	Category
Mr. Lalit Kumar	Chairman	Independent Director
Dr. Arun Kumar Roopanwal	Member	Independent Director
Mr. Vijay Bansal	Member	Executive Director

- Mr. Lalit Kumar, Chairman of the Committee has adequate financial and accounting knowledge.

- The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to the Managing Director and Cost Auditor to attend the meeting as and when required.

- Ms. Poonam Chahal, Company Secretary, is Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rule made there under, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The details of the Composition of the Committee are set out in Corporate Governance Report which forms part of this report. The Committee has adopted a Corporate Social Responsibility Policy. Details of our CSR are available on our website www.cantabilinternational.com.

The Annual Report of CSR activities is appended as “Annexure -3” of this Board report

RISK MANAGEMENT POLICY

The Company has volountary constituted a Risk Management Committee and formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational, financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company. The draft of Risk Management Policy is available on company’s website at www.cantabilinternational.com.

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the corporate governance report and is also available on company’s website at www.cantabilinternational.com.

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The Company in its endeavour for zero tolerance towards sexual harassment at the workplace has in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 adopted the “ Policy on redressal of Sexual Harassement”. An Internal Complaints Committee has been constituted under the policy which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal. The Committee submits an Annual Report to the Audit Committee of the Board of Directors of your Company on the complaints received and action taken by it.

During the year, no complaint was lodged with the Internal Complaints Committee (ICC). In order to fulfill the desired utility of the Committee and make the Policy meaningful, the Committee meets at specified intervals to take note 30^th Annual Report 2017-18 of useful tools, mobile applications, media excerpts etc. that enhance security of female employees.

The same are circulated within the organization to encourage general awareness. In its endeavour to ensure the spirit of law, during the Financial Year 2017- 18, the ICC continued to undertake interactive sessions from time to time. The interactions were primarily aimed at understanding as to how comfortable female employees are working in the organisation especially from safety point of view and how forthcoming would they be, in raising their voice if they are put in an undesirable situation.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1);

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is available on Company’s website at www.cantabilinternational.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The board has approved policy for related party transactions which is available on company’s website.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as ANNEXURE-4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial Year ended on 31^st March, 2018, the company has entered into some transaction which was given under section 186 of Companies Act, 2013. The particulars of investments made by the Company under section 1886 are furnished in ANNEXURE-5 and form part of this Report.

PARTICULARS OF EMPLOYEES

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, as amended, there is no employee in the Company who falls under the criteria set out in the Section 197(12) and whose particulars forms part of this report.

However, the information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE- 6

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form No.MGT-9 can be accessed on

http://www.cantabilinternational.com/investors.html

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS)

The NEAPS is a web based application designed by NSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, press releases, announcements, corporate actions etc. are filed electronically on NEAPS.

BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE “LISTING CENTRE”)

The Listing Centre of BSE is a web based application designed by BSE for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, press releases etc. are also filed electronically on the Listing Centre.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web based complaints redress system. The system enables centralized database of all complaints, online uploading of action taken reports (ATRs) by the concerned companies and online viewing by investors of actions taken on their complaint and current status.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc. Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures. The policy is available on company’s website at www.cantabilinternational.com.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in ANNEXURE-7:

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following(s), as there were no transactions have been done w.r.t. these items:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No Issue of Employee Stock Option has been made.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its holding company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future

ACKNOWLDEGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Banks, Government Authorities, Business Associates and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

For and on behalf of the Board

Sd/-

Place: New Delhi VIJAY BANSAL

Date :14^th August, 2018 (Chairman and Managing Director)

---

Mar 31, 2016

The Directors have immense pleasure in presenting the 28^th Director’s Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are compared below with the previous year’s results for your consideration:

Particulars	For the year ended (In Lacs)
	March 31, 2016	March 31, 2015
Sales/ Income from operations (Net of Excise Duty)	15526.52	13867.77
Other Income	1.79	16.92
Profit/ (Loss) before Finance Cost, Depreciation, Extraordinary & Exceptional Items & Tax	1623.11	1448.97
Finance Cost	497.35	494.94
Depreciation	611.75	636.47
Profit/ (Loss) before tax	517.56	257.34
Provision for Tax including deferred tax (Assets) / Liabilities and MAT
1. Current Tax (MAT)	37.92	-
2. Deferred tax (assets)/liability	(27.35)	(31.77)
Net Profit/ (Loss) for the year	506.98	289.11
Credit/ (Debit) Balance B/F from previous year	(3147.21)	(3414.32)
Depreciation adjustment	-	(21.99)
Profit available for appropriation	-	-
Surplus/ (Deficit) carried to Balance Sheet	(2640.23)	(3147.21)

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 as applicable and guidelines issued by the Securities and Exchange Board of India (“SEBI”).

REVIEW OF PERFORMANCE

The Textile and Clothing segment has shown reasonable growth during the year. Inflationary trend continued to hurt even during the current year also which has restricted the discretionary spend in market resulting in flat to marginal growth in domestic business in general consumer product categories. However the company has been successful to earn into profits and brightening its future by taking strong strategic decisions which have helped the company to come out of low remunerative regime of market competition.

Company has recorded improved total revenue from Rs. 13884.69 Lacs in Financial Year 2014-15 to Rs. 15528.31 Lacs in Financial Year 2015-16. The Profit after taxes has also improved from Rs. 289.11 lacs to Rs. 506.98 lacs thereby recording an improvement in profitability by 75.36 %.

There has been no change in the nature of business during the reporting period.

RESERVE & SURPLUS

The company has not transferred any amount to the reserve and surplus as it has accumulated losses during the previous years.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The company has commenced its commercial production at the Company’s manufacturing plant situated at Plot No. 359, 360, & 361, I.E., Phase-IV B, Sector 17, HSIIDC, Bahadurgarh, Haryana and it has also established the suit plant that will enhance the production capacity which is one of the major development that is likely to affect the business of the company.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31^st March, 2016 keeping in view of the non-profitability of the previous years.

SHARE CAPITAL

The paid-up capital of the company as on March 31^st, 2016 was Rs.163,276,080/-. During the year under review, the company did not issue any class or category of shares and consequently no change in the capital structure since previous year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company during the period of reporting. CORPORATE GOVERNANCE

Cantabil Retail India Limited committed to conducting business of your Company with the highest level of integrity and transparency. The commitment of your Company is clearly reflected in the business activities of the Company. 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. Report on Corporate Governance as stipulated under Part C of Schedule V of the Listing Regulations forms a part of the Annual Report. The Compliance Certificate received from a Practicing Company Secretary is attached to the Report on Corporate Governance.

CODE OF CONDUCT

Annual Compliance Report for the year ended 31^st March 2016 has been received from all the Board Members and Senior Management of the Company regarding the compliance of all provisions of Code of Conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report forms as part of this report.

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made there under.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

LISTING FEES

The equity shares of your company are listed on the BSE Limited and National Stock Exchange of India Limited (NSE). The Annual Listing fee for the financial year 2016-2017 has been paid.

DEMATERIALISATION OF SHARES

Your Company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares of the company. Accordingly shares of the company are available for dematerialization and can be traded in Demat form.

DEMAT SUSPENSE ACCOUNT

As per the Registrar to the Issue, M/s Beetal Financial & Computer Services Pvt. Ltd., there is no unclaimed share(s) lying in the Escrow Account of the Company which is required to be disclosed in view of the compliance of the provisions of the Listing Regulations as the Company has not been paid dividend keeping in view of the non-profitability of the Previous Years.

DIRECTORS:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. All Directors, Key Managerial Personnel and Senior Management have confirmed to comply with the company’s Code of conduct.

- WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, 2015, a Company shall have at least one Woman Director on the Board of the Company. Mrs. Renu Jagdish is a Non-Executive Independent Director since 30.09.2014 on the Board of the Company.

- DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 125 of the Articles of Association of the Company Mr. Anil Bansal (DIN: 02443104), Whole-Time Director of the Company retires by rotation and being eligible offer himself for re-appointment in the 28^th Annual General Meeting of the Company.

Mr. Anil Bansal aged 41 years has been actively involved in looking after Advertisement, Warehouse, Inventory Management & Project Divisions of the Company all over India.

KEY MANAGERIAL PERSONNEL

As on 31^st March 2016, company has following Key Managerial Personnel in compliance of provisions of Section 203 of the Companies Act, 2013:

S. NO.	NAME	DESIGNATION
1.	Mr. Vijay Bansal	Chairman-cum-Managing Director
2.	Mr. Deepak Bansal	Whole-Time Director
3.	Mr. Anil Bansal	Whole-Time Director
4.	Ms. Poonam Chahal	Company Secretary
5.	Mr. Rajesh Rohilla	Chief Financial Officer

BOARD INDEPENDENCE

Our definition of ‘Independence’ of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013 :-

S.NO.	NAME	APPOINTMENT/RE-APPOINTMENT	RESIGNATION
1.	Mr. Lalit Kumar	Appointed on 11/09/2009 Re-appointed on 30/09/2014	-
2.	Dr. Arun Kumar Roopanwal	Appointed on 11/09/2009 Re-appointed on 30/09/2014	-
3.	Mrs. Renu Jagdish	Appointed on 30/09/2014	-

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Non-Executive Independent Directors of the Company, viz. Mr. Lalit Kumar, Dr. Arun Kumar Roopanwal and Mrs. Renu Jagdish have affirmed that they continue to meet all the requirements specified under Section 149(6) in respect of their position as an “Independent Director” of Cantabil Retail India Limited.

A statement on declaration given by Independent Directors under Section 149(6) forms as part of this report in ANNEXURE - 1.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR

There is no change in constitution on the Board of the Company. Hence, none of the Director or Key Managerial Personnel were appointed or resigned during the year ended 31^st March, 2016.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate internal control procedures commensurate with the size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by the management and well-documented policies and guidelines to ensure reliability of financial and all other records and to prepare financial statements and other data. Moreover, your Company continuously upgrades these systems to ensure that all the assets are safeguarded and protected against any loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. The Company’s internal systems are supplemented by an extensive programme of internal audit conducted by an external auditor periodically and reviewed by the management together with the Audit Committee of the Board. The emphasis of internal control prevails across functions and processes, covering the entire gamut of activities including finance, supply chain, sales and distribution, marketing etc.

The Company is continuously upgrading its internal control systems by measuring state of controls at various locations. Controls by an ERP system have been strengthened with help of review conducted by Internal Auditors.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year ended as on 31^st March 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the financial year ended 31^st March 2016 on a ‘going concern’ basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company’s / Business Policy and Strategy apart from other Board business. The Board / Committee Meetings are scheduled in compliance with the provisions of the Companies Act, 2013 and the requirement of the Listing Agreement/Regulations and the Notice of the Board/Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

Usually, meetings of the Board are held in Delhi. The Agenda of the Board / Committee meetings includes detailed notes on the items to be discussed at the meeting is circulated at least a week prior to the date of the meeting.

The Board met four times in financial year 2015-2016 viz., on 25.05.2015, 15.07.2015, 31.10.2015, 02.02.2016. The maximum interval between any two meetings did not exceed 120 days.

Detailed information on the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

There were three Committees of the Board during the Financial Year 2015 - 16, which are as follows:

1. Audit Committee

The constitution of the Audit Committee are:-

1. Mr. Lalit Kumar - Chairman & Independent Director

2. Dr. Arun Kumar Roopanwal - Member & Independent Director

3. Mr. Vijay Bansal - Member & Managing Director

2. Nomination and Remuneration Committee

The constitution of the Nomination & Remuneration Committee are:-

1. Mr. Lalit Kumar - Chairman & Independent Director

2. Dr. Arun Kumar Roopanwal - Member & Independent Director

3. Mrs. Renu Jagdish - Member & Independent Director

3. Stakeholders’ Relationship Committee

The constitution of the Stakeholders’ Relationship Committee are:-

1. Mr. Lalit Kumar - Chairman & Independent Director

2. Mr. Vijay Bansal - Member & Managing Director

3. Mr. Anil Bansal - Member & Whole-Time Director

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the “Report on Corporate Governance”, a part of this Annual Report.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed following policies for selection and appointment of Directors, Senior Management and their remuneration, including criteria for determining qualifications, positive attributes, independence of directors, board diversity etc.:

- COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT

The Policy of the Company on Directors’ appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is available on company’s website at www.cantabilinternational.com.

- COMPANY’S POLICY ON DIRECTORS’ REMUNERATION

Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The Remuneration Policy adopted by your Company is available on company’s website at www.cantabilinternational.com.

- PERFORMANCE EVALUATION OF DIRECTORS

The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

However, the criteria for performance evaluation of Independent Directors is available on company’s website at www.cantabilinternational.com.

- BOARD DIVERSITY POLICY

The Board of Directors of the Company formulated the Board Diversity Policy according to the provisions of the Listing Regulations, 2015 draft of which is available on company’s website at www.cantabilinternational.com.

STATUTORY AUDITORS

The appointment of Statutory Auditors of the Company, M/s Suresh & Associates, Chartered Accountants, to be ratified at the ensuing Annual General Meeting. The Company has received a letter from M/s. Suresh & Associates to the effect that their appointment, if ratify at the ensuing Annual General Meeting, would be within the limits prescribed under Section 139 of Companies Act, 2013 and they are not disqualified for such ratification within the meaning of Section 141 of the said Act and Companies (Audit and Auditors) Rules, 2014.

AUDITORS’ REPORT

The observation made by the Auditors with reference to notes on accounts for the year ended 31^st March 2016 are self-explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SECRETARIAL AUDITORS

The board had appointed M/s Sanjay Grover & Associates, Company Secretaries for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-2016. The report of the Secretarial Auditors is annexed as a part to this report. The report does not contain any qualification or adverse remarks.

COMMENTS ON AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Suresh & Associates, Statutory Auditors, in their report and by M/s Sanjay Grover & Associates, Secretarial Auditors, in their report.

STATUTORY DISCLOSURE

None of the Directors of your Company is disqualified as per provision of Section 164(2) of Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year viz., 25.05.2015, 15.07.2015, 31.10.2015 & 02.02.2016.

The Audit Committee functions in terms of the powers and role delegated by the Board of Directors keeping in view the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, have been described separately under the head Audit Committee in Report of Corporate Governance.

The members of the Audit Committee are:

Name of Members	Designation	Category
Mr. Lalit Kumar	Chairman	Independent Director
Dr. Arun Kumar Roopanwal	Member	Independent Director
Mr. Vijay Bansal	Member	Executive Director

- Mr. Lalit Kumar, Chairman of the Committee has adequate financial and accounting knowledge.

- The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee.

- Ms. Poonam Chahal, Company Secretary, is Secretary of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company, in compliance with Section 135 of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors on May 27, 2016. The CSR Committee comprise of 3 Directors viz. Mr. Vijay Bansal as Chairman and Mr. Lalit Kumar & Mr. Anil Bansal as Members of the Committee.

The average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 for the preceding three (3) financial years being negative, the Company is not under any obligation to spend any amount on CSR.

The Policy on Corporate Social Responsibility is attached as ANNEXURE-2 with this report.

RISK MANAGEMENT POLICY

The Company has constituted a committee and formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk Management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational, financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company. The draft of Risk Management Policy is available on company’s website at www.cantabilinternational.com.

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the Corporate Governance Report and is also available on company’s website at www.cantabilinternational.com.

POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

The Company values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

The Company has constituted the Committee and put in place a policy on redressal of Sexual Harassment and a Policy on redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual Harassment Act”). As per the policy, any employee may report his / her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy, during the year. The constitution of Sexual Harassment Complaints Committee is given below :

1. Ms. Poonam Chahal - Chairperson

2. Ms. Renu Aggarwal - Secretary

3. Mr. Rajesh Nair - Member

4. Mr. Ashwani Aggarwal - Member

The Policy on Prevention of Sexual Harassment is attached as ANNEXURE-3 with this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement/Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company’s website at www.cantabilinternational.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

- RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The Board has approved policy for Related Party Transactions which is available on company’s website at www.cantabilinternational.com.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in the prescribed form (Form AOC-2) are attached as ANNEXURE-4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013;

The Company has provided loans and guarantees and made investments pursuant to Section 186 of the Companies Act, 2013, as detailed in ANNEXURE-5.

PARTICULARS OF EMPLOYEES

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, as amended, the required particulars are as follows :

However, the information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

In Rupees (Per Month)
Directors	Remuneration of Director (in Rs.)	Median Salary of Employee (in Rs.)	Ratio to Median Remuneration
Mr. Vijay Bansal	423,300	11,155	37.95
Mr. Deepak Bansal	345,800	11,155	31.00
Mr.Anil Bansal	74,000	11,155	6.63

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

		In Rupees (Per Month)
Directors, Chief Financial Officer, Company Secretary	Designation	Remuneration (F.Y. 2015-16) (in Rs.)	Remuneration (F.Y. 2014-15) (in Rs.)	Increase in Remuneration (in Rs.)	Percentage increase in Remuneration
Mr. Vijay Bansal	Managing Director	423,300	296,017	127,283	43.00
Mr. Deepak Bansal	Whole-time Director	345,800	249,569	96,231	38.56
Mr. Anil Bansal	Whole-time Director	74,000	30,000	44,000	146.67
Mr. Rajesh Rohilla	Chief Financial Officer	195,550	177,217	18,333	10.35
Ms. Poonam Chahal	Company Secretary	97,268	87,100	10,168	11.67

(c) The percentage increase in the median remuneration of employees in the financial year:

Particulars	March, 2016	March, 2015	Increase in Value Terms	Increase in % Terms
No. of Employee	1100	974	126	12.94
Median of Remuneration of employee	11155	10478	677	6.46

(d) The number of permanent employees on the rolls of Company:1100

(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:

Particulars	F.Y. 2015-16 (in rupees)	F.Y. 2014-15 (in rupees)	Increase in Value Terms (in rupees)	% Increase in Remuneration
Average Salary of employee other than Managerial Personnel	13,724	13,100	624	4.76
Average salary of Managerial Personnel	227,183	167,977	59,206	35.25

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

(i) The names of the top ten employees in terms of remuneration drawn and the name of every employee, who employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees: Not Applicable.

(ii) The names of the top ten employees in terms of remuneration drawn and the name of every employee, who if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month : Not Applicable.

(iii) The names of the top ten employees in terms of remuneration drawn and the name of every employee, who if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company : Not Applicable.

However, We are disclosing the details of Top 10 Employees (along with their shareholding) who are currently in receipt of remuneration, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn Whole Time Director:

S. No.	Employee Name	Department	Designation	FIX CTC PER MONTH)	Date of commencement of employment	% of Shareholding of the Employee in the Share Capital of the Company
1	B.P. Trivedi	Production (Staff)	GM-Production	85000	01.10.2003	NIL
2	Mohinder Singh Sethi	Fabric / Design	Fabric Sourcing Manager	85000	13.11.2006	NIL
3	Munish Nayyar	Marketing	Manager Marketing & Business Development	80000	11.01.2010	NIL
4	Megha Bansal	Management	AGM-Finance	100000	13.05.2011	1.31%
5	Poonam Chahal	Secretarial & Finance Dept.	Head-CS & Legal	116970	01.07.2011	NIL

S. No.	Employee Name	Department	Designation	FIX CTC PER MONTH)	Date of commencement of employment	% of Shareholding of the Employee in the Share Capital of the Company
6	Rajesh Rohilla	Management	Chief Finance Officer	225000	12.12.2011	NIL
7	Bhudev Tyagi	Fabric / Design	GM-Planning & Sourcing	120000	01.10.2014	NIL
8	Ravinder Kumar Aggarwal	Fabric / Design Sourcing	Manager	85000	22.06.2015	NIL
9	Suneet Jindal	Fabric / Design	Manager-Knit	80000	01.07.2015	NIL
10	Devendar Kumar Upadhyay	Production	Senior Manager	100000	09.07.2015	NIL
11	Vinay Gandhi	Fabric / Design	Senior Manager	90000	01.04.2016	NIL

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as ANNEXURE-6.

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS)

The NEAPS is a web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, Corporate Governance Report, press releases, announcements, corporate actions etc. are filed electronically on NEAPS.

BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE “LISTING CENTRE”)

The Listing Centre of BSE is a web based application designed by BSE for corporates. All periodical compliance filings like shareholding pattern, Corporate Governance Report, press releases etc. are also filed electronically on the Listing Centre.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web based complaints redress system. The system enables centralized database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on their complaint and current status.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc. Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures. The policy is available on company’s website at www.cantabilinternational.com.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Commitment to shareholders and other stakeholders interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. CONSERVATION OF ENERGY

The operations of your Company are not energy intensive. However, wherever possible your company strives to curtail the consumption of energy on a continued basis by using energy-efficient equipment.

As energy costs comprise a very small part of your Company’s total expenses, the financial implications of these measures are not material.

We have a Diesel Fired Boiler for garment steam pressing in our Finishing Unit with a yearly consumption of 28500 ltrs. approximately of diesel with finishing of approximately 1250000 garments.

Steps for Conservation of Energy taken by us are given below :

At Factory Level :-

1. On & Off Time : We have a strict schedule of switching off the boiler during lunch time i.e. 1:30 pm to 2:00 pm every day. This helps us to save on diesel consumption during idle period.

2. Regular Servicing & Repair : We ensure regular maintenance & servicing of our boiler & other plant & machineries for better performance and to avoid sudden break down.

3. Boiler Testing : To comply with the Govt. norms, we have outsourced the testing of our Boiler through authorized dealer of boiler which provides us regular testing report for the same and improvement if any required.

4. Prevention of Scaling : We use a special chemical to prevent any scaling in the tubes as recommended by the experts.

5. Use of Insulated Pipeline : We use an Insulated Pipeline to ensure good steam quality & it minimize any steam loss.

6. Minimizing Waste of Diesel : We have a regular practice of not switching on any equipment unless all our workers are at their designated spots. This helps us to save wastage of diesel as well as conservation of electricity.

At Corporate office level :-

We have replaced all the regular Tube Lights at our Corporate Office with LED lights to conserve electricity & save money.

At Retail outlet level :-

We have also taken some steps at our Retail Outlets by installing Power Saving units and by using LED Lights instead of Halogens to save energy & money and we have asked the showroom staff to switch on only one Ac during lean hours between 10 am to 5 pm.

B. POLLUTION CONTROL

The operations of the company are not spreading the pollution and effluents. As the company has no activities under its operation requiring the water and water resources as an industrial input they are being used only for the normal usage of human consumption or for office and administrative purposes.

C. TECHNOLOGY ABSORPTION

The particulars regarding absorption of technology is given below as per Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

Research and Development (R & D):

(1) Specific areas in which R & D is carried out by the Company:

Manufacture of fashion garments as per Indian and international trends and standards are the areas in which general research and development work pertaining to the manufacturing process is carried out by the Company.

(2) Benefits derived as a results of the above R&D:

Product improvement in terms of quality, fashion and range.

(3) Future Plan of Action:

Appropriate actions are being planned and required professionals hired to implement the planned action.

(4) Expenditure on R & D:

(a) Capital: There is no Capital Expenditure on R & D.

(b) Recurring :Amount incurred though not material but included in manufacturing cost.

Technology Absorption, Adaptation and Innovation :

(1) Efforts in brief made towards technology absorption, adaptation and innovation:

The Company is monitoring the technological up-gradation taking place in other countries in the field of garment manufacturing and the same are being reviewed for implementation.

(2) Benefit derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

Product Improvement and quality enhancement.

(3) In case of imported Technology (Imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

(a) Technology Imported:

(b) Year of Import

(c) Has technology been fully absorbed NIL

(d) If not fully absorbed, areas where this has not taken

Place, reasons therefore and future plans of actions

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earning and outgo :

a)	Imports on CIF basis	NIL
b)	Expenditure in Foreign Currency (Foreign traveling Directors)
	1. Fee for Software License for access to Fashion Website	7.62 Lacs
	2. Directors Foreign Travelling	4.60 Lacs
c)	Earning in Foreign Currency	NIL

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following(s), as there were no transactions have been done w.r.t. these items:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No Issue of Employee Stock Option has been made.

5. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from its holding company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Banks, Government Authorities, Business Associates and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

By Order of the Board

For Cantabil Retail India Limited

Sd/-

Place: New Delhi VIJAY BANSAL

Date : 12^th August, 2016 Chairman

---

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in presenting the 27th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts of the Company for the year ended 31st March 2015.

FINANCIAL HIGHLIGHT:

The financial results of the Company for the year under review are compared below with the previous year's results for your consideration:

(Rs. In Lacs)

Particulars For the year ended

March 31, 2015 March 31, 2014

Sales/ Income from operations 13867.77 11126.03 (including excise duty)

Other Income 16.92 16.80

Profit/ (Loss) before Finance Cost, Depreciation, Extraordinary & Exceptional 1448.97 (271.33) items & Tax

Finance Cost 494.94 475.22

Depreciation 636.47 155.67

Exceptional Items (60.22) (17.40)

Extraordinary Items - 11.45

Profit/ (Loss) before tax 257.34 (908.16)

Provision for Tax including deferred tax (Assets) / liabilities and wealth tax (31.77) 2.34

Net Profit/ (Loss) for the year 289.11 (910.50)

Credit/ (Debit) Balance B/F from previous (3414.32) (2503.82) year

Depreciation adjustment (21.99) -

Profit available for appropriation - -

Surplus/ (Deficit) carried to Balance (3147.21) (3414.32) Sheet

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India ("SEBI").

REVIEW OF PERFORMANCE

The Textile and Clothing segment has shown reasonable growth during the year. Inflationary trend continued to hurt even during the current year also which has restricted the discretionary spend in market resulting in flat to marginal growth in domestic business in general consumer product categories . However the company has been successful to convert its losses into profits and brightening its future by taking strong strategic decisions which have helped the company to come out of low remunerative regime of market competition.

Company recorded total revenue of Rs. 13884.69 Lacs in Financial Year 2014-15 as against Rs. 11142.83 Lacs in Financial Year 2013-14. The Profit after taxes has improved from a negative of (910.50) lacs to a profit of Rs. 289.11 lacs thereby recording an improvement in profitability of 131.75%.

There has been no change in the nature of business during the reporting period.

RESERVE & SURPLUS

The company has not transferred any amount to the reserve and surplus as it has accumulated losses during the previous years.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments which affect the financial position of the company between the end of the Financial Year and date of report.

DIVIDEND

No dividend on equity shares has been recommended by the Board for the year ended 31st March, 2015 keeping in view the accumulated losses and inadequate profits of the previous years.

SHARE CAPITAL

The paid up share capital of the company as on March 31, 2015 was Rs.163,276,080/-. During the year under review, the company did not issue any class or category of shares and consequently no change in the capital structure since previous year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any subsidiary, joint venture or associate company during the period of reporting.

INITIAL PUBLIC OFFER:

Your Company came up IPO by issuing of 77.78 lac shares and raising Rs. 105 crores through 100% Book Building Route in 2010. The management is pleased to inform you that the IPO proceeds of Rs. 105 Crore have been fully utilized towards the completion of the Objects of IPO.

CORPORATE GOVERNANCE

The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country.

Cantabil Retail India Limited is committed in conducting business of your Company with the highest level of integrity and transparency. The commitment of your Company is clearly reflected in the business activities of the Company. 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. Report on Corporate Governance as stipulated by clause 49 of the Listing Agreement with the stock exchanges forms a part of the Annual Report. The Compliance Certificate received from a Practicing Company Secretary is attached to the Report on Corporate Governance.

CODE OF CONDUCT:

As per Clause 49(II)(E), the Board of the Company has adopted the Code of Internal Procedure & Conduct for Regulating, Monitoring and Reporting Trading by Insiders under SEBI (Prohibition of Insider Trading) Regulations, 2015. Annual Compliance Report for the year ended 31st March 2015 has been received from all the Board members and Senior Management of the Company regarding the compliance of all provisions of Code of Conduct.

The Code of Conduct adopted by your Company is attached to the Report as a part of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis forms as part of this report.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made thereunder.

LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange (BSE) Limited and National Stock Exchange of India Limited. The Annual Listing fee for the Financial Year 2015-2016 has been paid.

DEMATERIALISATION OF SHARES:

Your Company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares of the company. Accordingly shares of the company are available for dematerialization and can be traded in Demat form.

DEMAT SUSPENSE ACCOUNT:

As per the Registrar to the Issue M/s. Beetal Financial & Computer Pvt. Ltd., there is no unclaimed share lying in the Escrow Account of the Company which is required to be disclosed in view of the compliance of the provisions of Clause 5A of the Listing Agreement.

DIRECTORS:

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board. All directors, key managerial personnel and senior management have confirmed to comply with the company's Code of conduct.

* WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. The Board of Directors proposed the appointment of Mrs. Renu Jagdish (DIN 06971367), as a Non-Executive - Independent Director at their meeting held on 14.08.2014 and she was appointed as a Non-Executive - Independent Director in the Annual General Meeting held on 30.09.2014.

* DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Article 125 of the Articles of Association of the Company Mr. Deepak Bansal retires by rotation and being eligible offer himself for re-appointment.

Mr. Deepak Bansal aged 32 years has been actively involved in looking after marketing as well as the operation of the retail outlets of the Company all over India.

* APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS

Mr. Vijay Bansal

Mr. Vijay Bansal (DIN 01110877) was appointed as Chairman-cum-Managing Director of the Company on 15th September 2009 by the Board and approved by the members in the Extra-Ordinary General Meeting held on 19th November 2009. He was further re-appointed as Chairman-cum-Managing Director on 8th August 2012 by the Board on the recommendation of Remuneration Committee and approval of the members in the Annual General Meeting held on 29th September 2012. In view of the experience and invaluable contribution in the growth of the Company, Mr. Vijay Bansal was re-appointed as Chairman-cum-Managing Director of the Company on 12th February 2015 by the Board on the recommendation of Nomination and Remuneration Committee for a period of three years w.e.f. 1st April 2015. The re-appointment is subject to the approval of members.

Mr. Deepak Bansal

Mr. Deepak Bansal (DIN 01111104) was appointed as Whole-Time Director for a period of five years w.e.f. 15th September, 2012 at a remuneration approved by shareholders in Annual General Meeting held on 30th September, 2012. As the Company has earned inadequate profits during the previous years, therefore in view of this and pursuant to the provisions of Companies Act, 2013 and subject to approval of shareholders, the Board in its meeting held on 12th February, 2015,decided to re-appoint Mr. Deepak Bansal as Whole-Time Director on revised terms and conditions w.e.f. 1st April, 2015 and also revised his remuneration effective from 1st April, 2015.

Mr. Anil Bansal

Mr. Anil Bansal (DIN 02443104) was appointed as Whole-Time Director for a period of five years w.e.f. 15th September, 2012 at a remuneration approved by shareholders in Annual General Meeting held on 30th September, 2012. As the Company has earned inadequate profits during the previous years, therefore in view of this and pursuant to the provisions of Companies Act, 2013 and subject to approval of shareholders, the Board in its meeting held on 12th February, 2015, decided to re-appoint Mr. Anil Bansal as Whole-Time Director on revised terms and conditions w.e.f. 1st April, 2015 and also revised his remuneration effective from 1st April, 2015.

* Details of the proposal for appointment and re-appointment of above directors are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the 27th Annual General Meeting.

The boards recommend their re-appointment.

Note: Brief resume of the Director proposed to be appointed and re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership / chairmanship of the Board/ Committees, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

KEY MANAGERIAL PERSONNEL

As on 31st March 2015, company has following Key Managerial Personnel In compliance of provisions of Section 203 of the Companies Act, 2013:

1. Vijay Bansal Chairman-cum-Managing Director

2. Deepak Bansal Whole-Time Director

3. Anil Bansal Whole-Time Director

4. Ms. Poonam Chahal Company Secretary

5. Mr. Rajesh Rohilla Chief Financial Officer

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :-

S.NO. NAME APPOINTMENT RESIGNATION

1. Mr. Lalit Kumar 11/09/2009 -

2. Mr. Arun Kumar Roopanwal 11/09/2009 -

3. Mrs. Renu Jagdish 30/09/2014 -

4. Mr. Brij Mohan Aggarwal 11/09/2009 14/08/2014

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Non-Executive-Independent Directors of the Company, viz. Mr. Lalit Kumar, Mr. Arun Kumar Roopanwal and Mrs. Renu Jagdish have affirmed that they continue to meet all the requirements specified under Section 149(6) in respect of their position as an "Independent Director" of Cantabil Retail India Limited.

A statement on declaration given by independent directors under Section 149(6) forms as part of this report in Annexure - 1.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR:

The details of directors or key managerial personnel who were appointed or resigned during the year are given in Annexure - 2. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 the Directors hereby confirm that:

(a) in the preparation of the Annual Accounts for the year ended as on 31st March 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the accounts for the Financial Year ended 31st March 2015 on a 'going concern' basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company's / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Delhi. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met four times in Financial Year 2014-2015 viz., on 26.05.2014, 14.08.2014, 14.11.2014, 12.02.2015 . The maximum interval between any two meetings did not exceed 120 days.

Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", as a part of this Annual Report.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed following policies for selection and appointment of Directors, senior management and their remuneration, including criteria for determining qualifications, positive attributes, independence of directors, board diversity etc.:

* COMPANY'S POLICY ON DIRECTORS' APPOINTMENT

The Policy of the Company on Directors' appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) of Section 178, is appended as Annexure-3 to this Report.

* COMPANY'S POLICY ON DIRECTORS' REMUNERATION

Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The Remuneration Policy adopted by your Company is appended in Annexure - 4.

* PERFORMANCE EVALUATION OF DIRECTORS

The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

However , the criteria for performance evaluation of Independent Directors is appended in Annexure-5.

* BOARD DIVERSITY POLICY

The Board of Directors of the Company formulated the Board Diversity Policy pursuant to Clause 49 of the Listing Agreement, draft of which is appended in Annexure-6.

STATUTORY AUDITORS:

The appointment of Statutory Auditors of the Company, M/s Suresh & Associates, Chartered Accountants, to be ratified at the ensuing Annual General Meeting. The Company has received a letter from Suresh & Associates to the effect that their appointment, if ratified at the ensuing Annual General Meeting, would be within the limits prescribed under Section 139 of Companies Act, 2013 and they are not disqualified for such ratification within the meaning of Section 141 of the said Act and Companies (Audit and Auditors) Rules, 2014.

AUDITORS' REPORT:

The observation made by the Auditors with reference to notes on accounts for the year ended 31st March 2015 are self explanatory and therefore do not call for any further comments under Section 134 of the Companies Act, 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Suresh & Associates, Statutory Auditors, in their report.

SECRETARIAL AUDITORS:

The board had appointed Mr. Sanjay Grover, Company Secretary in Practice for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2014-2015. The report of the secretarial auditors is annexed as a part to this annual report. The report does not contain any qualification or adverse remarks.

STATUTORY DISCLOSURE:

None of the Directors of your Company is disqualified as per provision of Section 164(2) of Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

AUDIT COMMITTEE:

In accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee, which consists of two Non-Executive-Independent Directors of the Company viz Mr. Lalit Kumar (Chairman of the Audit Committee) and Dr. Arun Kumar Roopanwal (Member) and one Executive Director Mr. Vijay Bansal (Member). The Audit Committee functions in terms of the powers and role delegated by the Board of Directors keeping in view the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, have been described separately under the head Audit Committee in Report of Corporate Governance.

The Audit committee held four (4) meetings during the year. The members of the audit committee are:

Mr. Lalit Kumar Chairman Independent Director

Dr. Arun Kumar Roopanwal Member Independent Director

Mr. Vijay Bansal Member Executive Director

* Mr. Lalit Kumar, Chairman of the Committee has adequate financial and accounting knowledge.

* The Chief Financial Officer, Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to the Managing Director and Cost Auditor to attend the meeting as and when required.

* Ms. Poonam Chahal, Company Secretary, is Secretary to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

Your company has accumulated losses during previous Financial Years. Therefore, constitution of corporate social responsibility committee is not required for the year under review.

RISK MANAGEMENT POLICY

The Company has constituted a committee and formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational, financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company. The draft of Risk Management Policy is appended in Annexure-7 , which is also available on company's website at www.cantabilinternational.com.

VIGIL MECHANISM

Details of establishment of vigil mechanism are disclosed in the corporate governance report and is also available on company's website at www.cantabilinternational.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.cantabilinternational.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by a reputed Audit & Secretarial firms to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement.

* RELATED PARTIES DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed a related party transactions manual, standard operating procedures for the purpose of identification and monitoring of such transactions.

The board has approved policy for related party transactions which is available on company's website www.cantabilinternational. com.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in sub-Section (1) of Section 188 in the prescribed form (Form AOC-2) are attached as Annexure-8.

PARTICULARS OF LOANS, Guarantees OR INVESTMENTS UNDER SECTION 186

The Company has provided loans and guarantees and made investments pursuant to Section 186 of the Companies Act, 2013, as detailed in Annexure-9.

PARTICULARS OF EMPLOYEES:

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, as amended, there is no employee in the Company who falls under the criteria set out in the Section 197(12) and whose particulars forms part of this report.

However, the information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) The ratio of the remuneration (avg. per month) of each director to the median remuneration of the employees of the Company for the Financial Year:

In Rupees

Directors Remuneration of Director Median Salary of Employee

Vijay Bansal 296,000 10,478

Deepak Bansal 249,569 10,478

Anil Bansal 30,000 10,478

Directors Ratio to Median Remuneration

Vijay Bansal 28.25

Deepak Bansal 23.82

Anil Bansal 2.86

(b) The percentage increase in remuneration (avg. per month) of each director, chief executive officer, chief financial officer, company secretary in the Financial Year:

In Rupees

Directors, Chief Financial Remuneration Remuneration Officer, Company Secretary (F.Y. 2014-15) (F.Y. 2013-14)

Vijay Bansal 296,000 203,300

Deepak Bansal 249,569 168,548

Anil Bansal 30,000 30,000

Rajesh Rohilla 177,217 133,300

Poonam Chahal 87,100 76,208

Directors, Chief Financial Increase in Percentage increase Officer, Company Secretary Remuneration in remuneration (%)

Vijay Bansal 92,700 45.60

Deepak Bansal 81,022 48.07

Anil Bansal - -

Rajesh Rohilla 43,917 32.95

Poonam Chahal 10,892 14.29

(c) The percentage increase in the median remuneration of employees in the Financial Year: 6.81%

(d) The number of permanent employees on the rolls of Company: 974

(e) The explanation on the relationship between average increase in remuneration and Company performance:

There exists no relationship between average increase in remuneration and Company performance as there is no key parameters for any variable component of remuneration.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate Remuneration of Key Managerial Personnel (KMP) (in rupees) 10,078,830

Revenue (in rupees) 1,382,916,833

Remuneration of KMPs (as % of revenue) 0.73

Profit before Tax (PBT) (in rupees) 28,910,898

Remuneration of KMP (as % of PBT) 34.86

(g) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current Financial Year and previous Financial Year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Particulars F.Y. 2014-15 F.Y. 2013-14

Price of Share (BSE) (in rupees) (as at 50.50 17 the closing date of the respective F.Y.)

No. of Share 16327608 16327608

Market Capitalization (in rupees) 824,544,204 277,569,336

Earning Price Ratio (EPS) 1.77 -5.58

Particulars % Change

Price of Share (BSE) (in rupees) (as at 197.05 the closing date of the respective F.Y.)

No. of Share N.A.

Market Capitalization (in rupees) 197.05

Earning Price Ratio (EPS) N.A.

Particulars F.Y. 2014-15 F.Y. 2013-14 % Change

Price Earnings Ratio 28.53 - N.A.

IPO Price (in rupees) 135 135 N.A.

% to IPO Price 37.41 12.59 24.82

(h) 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:

Particulars F.Y. 2014-15 F.Y. 2013-14 (in rupees) (in rupees)

Average Salary of employee other than 13,100 11,995 managerial personnel

Average salary of managerial personnel 167,977 122,271

Particulars Increase in % Increase in Value Terms Remuneration (in rupees)

Average Salary of employee other than 1,105 9.21 managerial personnel

Average salary of managerial personnel 45,706 37.38

(i) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

In Rupees

Key Managerial Remuneration Turnover Profit Personnel

Vijay Bansal 3,552,200 1,382,916,833 28,910,898

Deepak Bansal 2,994,830 1,382,916,833 28,910,898

Anil Bansal 360,000 1,382,916,833 28,910,898

Poonam Chahal 1,045,200 1,382,916,833 28,910,898

Rajesh Rohilla 2,126,600 1,382,916,833 28,910,898

Key Managerial Remuneration Remuneration Personnel As % of Turnover As % of Profit

Vijay Bansal 0.26 12.29

Deepak Bansal 0.22 10.36

Anil Bansal 0.03 1.25

Poonam Chahal 0.08 3.62

Rajesh Rohilla 0.15 7.36

(j) The key parameters for any variable component of remuneration availed by the directors: None.

(k) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

(l) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that remuneration is as per the remuneration policy of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-10.

NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS):

The NEAPS is a web based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, press releases, announcements, corporate actions etc. are filed electronically on NEAPS.

BSE CORPORATE COMPLIANCE & Listing CENTRE (the "Listing Centre"):

The Listing Centre of BSE is a web based application designed by BSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, press releases etc. are also filed electronically on the Listing Centre.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The system enables centralized database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on their complaint and current status.

COMMUNICATION AND PUBLIC RELATIONS:

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company's strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc. Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures. The policy is appended in Annexure - 11.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Commitment to shareholder's and other stakeholder's interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. CONSERVATION OF ENERGY:

The operations of your Company are not energy intensive. However, wherever possible your company strives to curtail the consumption of energy on a continued basis by using energy-efficient equipment.

As energy costs comprise a very small part of your Company's total expenses, the financial implications of these measures are not material.

We have a Diesel Fired Boiler for garment steam pressing in our Finishing Unit with a yearly consumption of 28500 ltrs. approximately of diesel with finishing of approximately 1250000 garments.

Steps for Conservation of Energy taken by us are given below.

At Factory Level :-

1. On & Off Time : We have a strict schedule of switching off the boiler during lunch time i.e. 1.30 pm to 2 pm every day. This helps us to save on diesel consumption during idle period.

2. Regular Servicing & Repair : We ensure regular maintenance & servicing of our boiler & other plant & machineries for better performance and to avoid sudden break down.

3. Boiler Testing : To comply with the Govt. norms, we have outsourced the testing of our Boiler through authorised dealer of boiler which provides us regular testing report for the same and improvement if any required.

4. Prevention of Scaling : We use a special chemical to prevent any scaling in the tubes as recommended by the experts.

5. Use of Insulated Pipeline : We use an Insulated Pipeline to ensure good steam quality & it minimize any steam loss.

6. Minimizing Waste of Diesel : We have a regular practice of not switching on any equipment unless all our workers are at their designated spots. This helps us to save wastage of diesel as well as conservation of electricity.

At Corporate Office Level:-

We have replaced all the regular Tube Lights at our Corporate Office with LED lights to conserve electricity & save money.

At Retail Outlet Level

We have also taken some steps at our Retail Outlets by installing Power Saving units and by using LED Lights instead of Halogens to save energy & money and we have asked the showroom staff to switch on only one AC during lean hours between 10 am to 5 pm.

B. POLLUTION CONTROL

The operations of the company are not spreading the pollution and effluents. As the company has no activities under its operation requiring the water and water resources as an industrial input they are being used only for the normal usage of human consumption or for office and administrative purposes.

C. TECHNOLOGY ABSORPTION

The particulars regarding absorption of technology is given below as per Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

Research and Development (R & D):

(1) Specific areas in which R & D is carried out by the Company:

Manufacture of fashion garments as per Indian and International trends and standards are the areas in which general research and development work pertaining to the manufacturing process is carried out by the Company.

(2) Benefits derived as a results of the above R&D:

Product improvement.

(3) Future Plan of Action:

Appropriate actions are being planned.

(4) Expenditure on R&D:

(a) Capital: There is no capital expenditure on R&D.

(b) Recurring : Amount incurred though not material but included in manufacturing cost.

Technology Absorption, Adaptation and Innovation :

(1) Efforts in brief made towards technology absorption, adaptation and innovation:

The Company is monitoring the technological up-gradation taking place in other countries in the field of garment manufacturing and the same are being reviewed for implementation.

(2) Benefit derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

Product Improvement.

(3) In case of imported Technology (Imported during the last 5 years reckoned from the beginning of the Financial Year), following information may be furnished:

(a) Technology Imported:

(b) Year of Import

(c) Has technology been fully absorbed NIL

(d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of actions:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo :

a) Imports on CIF basis NIL

b) Expenditure in Foreign Currency Payment of USD 12000/- (INR 7,29,000) towards access to WGSN website for latest Fashion Trends.

c) Earning in Foreign Currency NIL

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following(s), as there were no transactions have been done w.r.t. these items:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No Issue of Employee Stock Option has been made.

5. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from its holding company.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Banks, Government Authorities, Business Associates and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

By Order of the Board For Cantabil Retail India Limited

Sd/- Place : New Delhi VIJAY BANSAL Date : 15th July, 2015 Chairman

---

Mar 31, 2013

To The Shareholders of Cantabil Retail India Limited

The Directors have pleasure in presenting the 25th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL HIGHLIGHT:

The financial results of the Company for the year under review are compared below with the previous year''s results for your consideration:

(Rs. In Lacs)

For the year ended For the year ended 31.03.2013 31.03.2012

Total Revenue 11488.01 15964.13

Profit before Tax & Depreciation (3158.54) (2319.13)

Profit before Tax (3327.09) (2583.81)

Provision for Income Tax 1.33

Provisions for Deffered Tax Liability/ (Assets) (39.48) (38.33)

Profit after Tax (3287.60) (2546.82)

REVIEW OF PERFORMANCE

During the year, textile industries slow down mainly due to inflationary trend and volatility in commodity/ raw material prices. During the year under review, your Company recorded a slowdown. Revenue from operation went down from Rs. 15964.13 lacs to 11488.01 lacs in Financial Year 2012-13 recording a downfall of 28.03 percent.

Due to the prevailing recession in the industry and rising cost trends, the margins got squeezed and resulted in a post tax loss of Rs. 3287.60 lacs.

The volatility during the year in the consumer demand (impacting the branded business) have been unprecedented.

As of 31st March, 2013, the Company had 152 stores. 4 new stores were opened and 93 were closed during the year. A net decrease of 89 stores. The Company''s strategy of investing in growth of its own retail business is being pursued steadfastly.

The outlook for the branded business, including the Company''s own retail stores, continues to look most promising in the medium to long term.

INITIAL PUBLIC OFFER

Your Company entered the capital market issue of 77,77,778/- Equity Shares of Rs. 10/- each for cash at a price of Rs. 135/- per Equity Share (including a share premium of Rs. 125/- per Equity Share) through 100% Book Building Route. Following is the utilization of funds as on 30th June, 2013.

(Rupees In Lacs) Particulars IPO Objects ** Actual Utilization

Amount received from IPO 10,500 Utilisation of funds upto June 30, 2013

Establishment of new manufacturing facility 3,025 2,831

Expansion of our Retail Network 431 417

Additional Working Capital 3,250 3,250

Repayment of Debt 3,500 3,500

General Corporate Purposes 200 115

Expenses of the issue 1,001 1,009

1,407 1,121

Above Objects were to be financed as Under:

From The proceeds of IPO 10,500 10,500

From Internal Accruals*** 907 621

** As approved by the shareholders in the EGM through Postal Ballot dt. 21/12/2012 & 09/01/2012, the objects of the IPO have been revised and modified as; The Retail Expansion object has been scaled down to Rs. 4.31 cr and Establishment of New Integrated Manufacturing Facility object has been scaled down to Rs. 30.25 cr. and Repayment of Debt object has been augmented to Rs. 35.00 cr and IPO Expenses have been augmented to Rs. 10.01 cr and corresponding internal contribution has been brought down to Rs. 9.07 cr.

***The Proceeds of the IPO have been fully utilized towards the completion of the Objects of IPO, with modification duly approved by the shareholders in the EGM through Postal Ballot dt. 21/12/2012 & 09/01/2012. The Balance cost of the Objects of IPO which are under completion shall be met from the internal accruals.

DIVIDEND

Keeping in view of the non profitability of the previous year, your Directors are of the opinion not to declare any dividend.

CORPORATE GOVERNANCE:

The process of sharpening and consistent improvement in the already high standards of Corporate Governance is an ongoing effort of the company. As required under the revised Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed note on Corporate Governance is annexed to this Report. The company is in full compliance with the requirements and disclosures that have to be made in this regard. Practising Company Secretary''s Certificate confirming compliance of the Corporate Governance requirements by the company is attached to the Report on Corporate Governance.

CODE OF CONDUCT:

As per Clause 49(I)(D), the Board of the Company has laid down Code of Conduct for all the Board Members of the Company and senior management as well and the same has been posted on website of the Company. Annual Compliance Report for the year ended 31st March 2013 has been received from all the Board members and senior management of the Company regarding the compliance of all provisions of Code of Conduct. Declaration regarding compliance by Board members and senior management personnel with the Company''s Code of Conduct is hereby attached as annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis and forms as part of this report.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Annual Listing fee for the financial year 2013-2014 has been paid.

DEMATERIALISATION OF SHARES:

Your Company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares of the company. Accordingly shares of the company are available for dematerialization and can be traded in Demat form.

DEMAT SUSPENSE ACCOUNT:

As per the Registrar to the Issue, M/s. Beetal Financial & Computer Pvt. Ltd., there is no unclaimed share lying in the Escrow Account of the Company which is required to be disclosed in view of the compliance of the provisions of Clause 5A of the Listing Agreement.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, there is no employee in the Company who falls under the criteria set out in the Section 217(2A) and whose particulars forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the year ended as on 31st March 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. CONSERVATION OF ENERGY:

The operations of your Company are not energy intensive. However, wherever possible your company strives to curtail the consumption of energy on a continued basis by using energy-efficient equipment.

As energy costs comprise a very small part of your Company''s total expenses, the financial mplications of these measures are not material.

B. TECHNOLOGY ABSORPTION

The particulars regarding absorption of technology is given below as per Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

Research and Development (R&D):

(1) Specific areas in which R & D is carried out by the Company:

Manufacture of fashion garments as per Indian and international trends and standards are the areas in which general research and development work pertaining to the manufacturing process is carried out by the Company.

(2) Benefits derived as a results of the above R&D: Product improvement.

(3) Future Plan of Action: Appropriate actions are being planned.

(4) Expenditure on R&D:

(a) Capital:

(b) Recurring: }Amount incurred through not material but included in manufacturing cost.

(c) Total:

(d) Total R&D expenditure as a percentage of total turnover Technology Absorption, Adaptation and Innovation :

(1) Efforts in brief made towards technology absorption, adaptation and innovation:

The Company is monitoring the technological upgradation, taking place in othercountries in the field of garment manufacturing and retailing and the same are being reviewed for implementation and improvement.

(2) Benefit derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

Product Improvement.

(3) In case of imported Technology (Imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

(a) Technology Imported: }

(b) Yearoflmport } NIL

(c) Has technology been fully absorbed }

(d) If notfully absorbed, areas where this has nottaken } Place, reasons therefore and future plans of actions:

Initiatives taken to increase Exports:

The Company mainly deals in domestic market and has NIL sales on account of exports during the Financial Year 2012-13. Hence details regarding followings are not applicable:

1) Activities relating to exports

2) Development of new export markets for products and services

3) Export Plan

ACKNOWLDEGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Banks, Government Authorities, Business Associates, and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success. By Order of the Board

For Cantabil Retail India Limited

Sd/-

Place: New Delhi VIJAY BANSAL

Date :12th August 2013 Chairman

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Mar 31, 2012

To The Members of Cantabil Retail India Limited

The Directors have immense pleasure in presenting the 24th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts of the Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHT:

The financial results of the Company for the year under review are compared below with the previous year's results for your consideration:

(Rs. In Lacs) For the year For the year ended ended 31.03.2012 31.03.2011

Total Revenue 15964.13 18656.85

Profit before Tax & Depreciation (2319.13) 1960.94

Profit before Tax (2583.81) 1708.31

Provision for Income Tax 1.33 554.35

Provisions for Deffered Tax Liability/ (Assets) (38.33) (83.79)

Profit after Tax (2546.82) 1237.75

REVIEW OF PERFORMANCE

During the year, textile industry showed sluggish growth due to erratic raw material price movement and its resultant impact on the production. The year under review, your Company recorded a slowdown. Revenue from operations went down from Rs. 18656.85 to 15964.13 lacs in Financial Year 2011-12 recording a downfall of 14.43 percent.

Due to the higher cost and squeezed margins, the operations resulted in a post tax loss of Rs. 2546.82 lacs as against profit of Rs. 1237. 75 lacs in the previous year.

Your company has a healthy track record which coupled with various initiatives such as launching of new products and concerted R&D activities would be the key drivers for the growth in the current year. However, continued lower industrial production and difficult economic environment poses the challenges for the year ahead.

INITIAL PUBLIC OFFER

Your Company entered the capital market issue of 77,77,778/- Equity shares of Rs.10/- each for cash at a price of Rs. 135/- per Equity Share (including a share premium of Rs. 125/- per Equity Share) through 100% Book Building Route. Following is the utilization of funds as on 30th June, 2012.

Particulars Objects as per Actual Utilization Prospectus**

Amount received from IPO 10,500 Utilisation of funds upto June 30, 2012

Establishment of new manufacturing facility 3,203 1,649

Expansion of our Retail Network** 1,248 680

Additional Working Capital** 3,250 3,250

Repayment of Debt** 3,000 3,000

General Corporate Purposes 200 69

Expenses of the issue 978 1,009

11,878 9,656

Unutilized Amount

Temporary deployment of unutilised amount as follows:

Investment in Units of Mutual Funds 675

Balance with Banks 157

Cash 11

Total 10,500

** As approved by the shareholders in the EGM through Postal Ballot, the object of Retail Expansion has been scaled down by Rs. 12.50 cr. and the same amount has been utilized for debt repayment of the Rs. 10 cr. and for additional Working Capital of Rs. 2.50 cr.

DIVIDEND

Keeping in view of the non profitability of the previous year, your Directors are of the opinion not to declare any dividend.

TRANSFER TO RESERVES

The Company did not propose to transfer any amount to the General Reserve.

CORPORATE GOVERNANCE:

Cantabil Retail India Limited Committed to conducting business of your Company with the highest level of integrity and transparency. The commitment of your Company is clearly reflected in the business activities of the Company. Your Company fully confirm to standards set out by SEBI and other regulatory authorities and has implemented and complied with all of its major stipulations. Report on Corporate Governance as stipulated by clause 49 of the Listing Agreement with the stock exchanges forms a part of the Annual Report. The Compliance Certificate from a practicing Company Secretary by your Company is attached to the Report on Corporate Governance.

CODE OF CONDUCT:

As per Clause 49(I)(D), the Board of the Company has laid down Code of Conduct for all the Board Members of the Company and senior management as well and the same has been posted on website of the Company. Annual Compliance Report for the year ended 31st March 2012 has been received from all the Board members and senior management of the Company regarding the compliance of all provisions of Code of Conduct. Declaration regarding compliance by Board members and senior management personnel with the Company's Code of Conduct is hereby attached as annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis and forms part of this report.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under. LISTING FEES:

The equity shares of your company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Annual Listing fee for the financial year 2012-2013 has been paid.

DEMATERIALISATION OF SHARES:

Your Company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares of the company. Accordingly shares of the company are available for dematerialization and can be traded in Demat form.

DEMAT SUSPENSE ACCOUNT:

As per the Registrar to the Issue, M/s. Beetal Financial & Computer Pvt. Ltd., there is no unclaimed share lying in the Escrow Account of the Company which is required to be disclosed in view of the compliance of the provisions of Clause 5A of the Listing Agreement.

DIRECTORS:

Pursuant to provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Brij Mohan Aggarwal and Dr. Arun Kumar Roopanwal, Indpendent Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offer themselves for re-appointment.

Yours Directors recommend their re-appointment.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorship and membership / chairmanship of the Board/ Committees, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

STATUTORY DISCLOSURE:

None of the Directors of your Company is disqualified as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

AUDITORS:

The Statutory Auditors of the Company, Suresh & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from Suresh & Associates to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT:

The observation made by the Auditors with reference to notes on accounts for the year ended 31st March 2012 are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, there is no employee in the Company who falls under the criteria set out in the Section 217(2A) and whose particulars forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

1. in the preparation of the Annual Accounts for the period ended as on 31st March 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. CONSERVATION OF ENERGY:

The operations of your Company are not energy intensive. However, wherever possible your company strives to curtail the consumption of energy on a continued basis by using energy-efficient equipment.

As energy costs comprise a very small part of your Company's total expenses, the financial implications of these measures are not material.

B. TECHNOLOGY ABSORPTION

The particulars regarding absorption of technology is given below as per Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

Research and Development (R & D):

(1) Specific areas in which R & D is carried out by the Company:

Manufacture of fashion garments as per Indian and international trends and standards are the areas in which general research and development work pertaining to the manufacturing process is carried out by the Company.

(2) Benefits derived as a results of the above R&D:

Product improvement.

(3) Future Plan of Action:

Appropriate actions are being planned.

(4) Expenditure on R&D:

(a) Capital:

(b) Recurring: } Amount incurred though not material but included in manufacturing cost.

(c) Total:

(d) Total R&D expenditure as a percentage of total turnover Technology Absorption, Adaptation and Innovation :

(1) Efforts in brief made towards technology absorption, adaptation and innovation:

The Company is monitoring the technological upgradation taking place in other countries in the field of garment manufacturing and the same are being reviewed for implementation.

(2) Benefit derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

Product Improvement.

(3) In case of imported Technology (Imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

(a) Technology Imported: }

(b) Year of Import }

(c) Has technology been fully absorbed } NIL

(d) If not fully absorbed, areas where this has not taken }

Place, reasons therefore and future plans of actions: }

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earning and outgo :

a) Imports on CIF basis NIL

b) Expenditure in Foreign Currency (Foreign traveling Directors) NIL

c) Earning in Foreign Currency NIL

Initiatives taken to increase Exports:

The Company mainly deals in domestic market and has NIL sales on account of exports during the Financial Year 2011-12. Hence details regarding followings are not applicable:

1) Activities relating to exports

2) Development of new export markets for products and services

3) Export Plan

ACKNOWLDEGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from Banks, Government Authorities and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the executives, staff and workers of the Company for its success.

By Order of the Board For Cantabil Retail India Limited

Sd/-

Date : 8th August 2012 VIJAY BANSAL

Place : New Delhi Chairman