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Directors Report of Cantabil Retail India Ltd.

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


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

 
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