Cantabil Retail India Ltd Directors Report.

Dear Members

The Board of Directors has immense pleasure in presenting its 32nd Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2020.

FINANCIAL RESULTS

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

(Rs in Lakhs)

Particulars For the Year Ended March 31, 2020 For the Year Ended March 31, 2019
Revenue From Operations 33,803.65 28,855.08
Other Income 405.66 399.83
Profit before Finance Cost, Depreciation Exceptional Items & Tax 8,890.78 3360.35
Finance Cost 2,071.00 851.85
Depreciation 4,419.18 889.24
Profit before Exceptional Items & Tax 2,400.61 1619.25
Exceptional items - -
Profit before tax 2,400.61 1619.25
Tax expense:
1. Current Tax (MAT) 418.54 349.88
2. Current Tax :- MAT Entitlement/(Credit) 71.08 (349.88)
3. Deferred Tax (assets)/ liability 268.04 369.26
Net Profit for the year 1,642.94 1,249.99
Item of Other Comprehensive Income (5.96) 70.41
Total Comprehensive Income for the year 1,636.98 1,320.41
Credit/ (Debit) Balance B/F from previous year 1,041.36 (279.04)
Other Adjustments (1,260.32) -
Profit available for appropriation - -
Surplus/ (Deficit) carried to Balance Sheet 1,418.02 1,041.36

The financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS"). as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter prescribed under Section 133 of the Companies Act, 2013.

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Company has an increase of 17.15 % in total revenue from Rs. 28,855.08 Lakhs in Financial Year 2018 -19 to Rs.33,803.65 Lakhs in Financial Year 2019-20. The PAT has also improved from Rs. 1,249.99 lakhs to Rs.1,642.94 lakhs thereby recording an improvement of 31.43 %.

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.

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report are given below.

GLOBAL PANDEMIC COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus including travel bans, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way of interruption in production, supply chain disruption, unavailability of personnel, closure / lockdown of production facilities & Retail Stores etc. On March 24, 2020, the Government of India ordered a nationwide lockdown for 21 days which further got extended till May 3, 2020 to prevent community spread of COVID-19 in India resulting in significant reduction in economic activities.

In assessing the recoverability of Companys assets such as property, plant & equipment, investments, loans, intangible assets, Trade receivable etc. The Company has considered internal and external information / indicators of future economic conditions and the Company expects to recover the carrying amount of the assets.

Although there are uncertainties due to the pandemic and reversal of the positive momentum gained in the last quarter of FY2020, the strong balance sheet position, and inherent resilience of the business model position, the Company well to navigate the challenges ahead and gain market share.

DIVIDEND

For FY 2019-2020, based on the Companys performance, the Directors in its meeting held on 28th August 2020 have declared dividend of Rs. 1/- (Rupees One only) per share i.e @10% on equity share of face value of Rs. 10/- (Rupees Ten only) each, fully paid up, for the financial year ended on 31 March 2020, subject to the approval of members.

SHARE CAPITAL

The paid up capital of the company as on March 31, 2020 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, 2020.

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 complied by the Company.

CORPORATE GOVERNANE

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 Companys 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 Secretarial 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 31st March 2020 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 2019-20 have been paid by the Company within the stipulated time.

STOCK CODE: NSE BSE ISIN

CANTABIL 533267 INE068L01016 (Shares)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Renu Jagdish was re-appointed as a Non- Executive Independent Director at the thirty first Annual General Meeting (AGM) held on September 26, 2019 for a period of five years w.e.f. September 29, 2019 up to September 28 2024. Further, in the opinion of the Board Mrs. Renu Jagdish posses adequate integrity, expertise and experience required to best serve the interest of the Company.

During the year, Mr Arun Kumar Roopanwal and Mr. Lalit Kumar ceased to be the Directors with effect from September 29, 2019 upon completion of their term as Independent Directors. The Board places on record its appreciation for their invaluable contribution and guidance. Accordingly Mr. Balvinder Singh Ahluwalia and Mr. Rajeev Sharma was appointed as an Independent Director in place of them pursuant to the provision of Section 149, 152, 161, Schedule IV, and other applicable provisions of the Companies Act, 2013. Further, in the opinion of the Board Mr. Balvinder Singh Ahluwalia and Mr. Rajeev Sharma posses adequate integrity, expertise and experience required to best serve the interest of the Company.

Mr. Basant Goyal was re-appointed as a Whole Time Director at the thirty first Annual General Meeting (AGM) held on September 26, 2019 for a period of three years w.e.f. December 01, 2019 till the conclusion of Annual General Meeting to be held in the year 2022 or till such earlier date as may be determined by the Board of Directors of the company.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The appointment of new directors is recommended by the Nomination and Remuneration Committee (NRC) on the basis of requisite skills, proficiency, experience and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

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. Basant Goyal (DIN: 07659491), Whole-Time Director of the Company retires by rotation and being eligible offer himself for re-appointment in the 32nd 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 31st March 2020, 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

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, 2015 and Section 149(6) of the Companies Act, 2013 on its Board:-

S.NO. NAME APPOINTMENT/RE-APPOINTMENT RESIGNATION/CESSATION
1. Mrs. Renu Jagdish Appointed on 30/09/2014 N.A
Re-appointed on 29/09/2019
2. Mr. Balvinder Singh Ahluwalia Appointed on 09/08/2019 N.A
3. Mr. Rajeev Sharma Appointed on 09/08/2019 N.A
4. Mr. Lalit Kumar Appointed on 11/09/2009 29/09/2019
Re- appointed on 30/09/2014
5. Dr. Arun Kumar Roopanwal Re- appointed on 30/09/2014
Appointed on 11/09/2009 29/09/2019

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 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 31st March 2020, 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 31st March 2020 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

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 2019-2020 viz., on 23.05.2019, 09.08.2019, 07.11.2019, 16.01.2020 and 14.02.2020. 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 the Board has reconstituted its composition of committees w.e.f October 9, 2019 by way of resolution by circulation

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

1. Audit Committee
The constitution of the Audit Committee is:-
1. Mrs. Renu Jagdish Chairman & Independent Director
2. Mr. Balvinder Singh Ahluwalia Member & Independent Director
3. Mr. Vijay Bansal Member & Managing Director
2. Nomination and Remuneration Committee
The constitution of the Nomination & Remuneration Committee is:-
1. Mrs. Renu Jagdish Chairman & Independent Director
2. Mr. Balvinder Singh Ahluwalia Member & Independent Director
3. Mr. Rajeev Sharma Member & Independent Director
3. Stakeholders Relationship Committee
The constitution of the Stakeholders Relationship Committee is:-
1. Mrs. Renu Jagdish Chairman & Independent Director
2. Mr. Rajeev Sharma Member & Independent Director
3. Mr. Vijay Bansal Member & Managing Director
4. Corporate Social Responsibility Committee
The constitution of the Corporate Social Responsibility Committee is:-
1. Mr. Vijay Bansal Chairman & Executive Director
2. Mr. Renu Jagdish 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 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 Companys 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 companys 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 Boards 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 companys website at www.cantabilinternational.com.

PERFORMANCE EVALUATION OF BOARD AND COMMITTEE

In respect of the Financial Year ended 31st March, 2020, 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 organizations 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 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 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 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 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.

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 companys website at www.cantabilinternational.com.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys 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 and is also available on http://www.cantabilinternational.com/.

AUDITORS AND THEIR REPORTS

M/s A N S K & Associates, Chartered Accountant (Registration No.026177N), holds office until the conclusion of 34th Annual General Meeting of the Company. The Auditors Report to the members for the year under review does not contain any qualification, reservation or adverse remark. The observation of the Auditors and the relevant notes on accounts are self-explanatory and therefore, do not call for any further comment.

STATUTORY AUDITORS REPORT

The observation made by the Auditors with reference to notes on accounts for the year ended 31st March 2020 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 A N S K & Associates, Chartered Accountants

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 2019-2020.

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 for its cost records.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s Grant Thorton India LLP as an internal auditor, to conduct Internal Audit of the Company during the year.

The Company has a robust Internal Audit Functioning System which provides an independent, objective assurance services to value-add and improve operations of business units and processes by Financial, Business Process and Compliance Audit, Operation Reviews, Best Practices and Benchmarking, Leadership Development. The Head of Internal Audit reports to the Chairman of the Audit Committee and administratively to the Chief Financial Officer.

CREDIT RATING

The Companys financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. 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 four (4) meetings during the year viz., 23.05.2019, 09.08.2019, 07.11.2019, 14.02.2020

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
Mrs Renu Jagdish Chairman Independent Director
Mr. Balvinder Singh Ahluwalia Member Independent Director
Mr. Vijay Bansal Member Executive Director

• Mrs. Renu, Jagdish 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 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 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 companys website at www.cantabilinternational.com.

VIGIL MECHANISM

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

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.

INVESTOR RELATION ADVISOR

During the year, the company has appointed Bridge Investor Relation Private Limited (BRIDGE) as an Investor Relation Advisor which provide advisory services to the Company. The main function of BRIDGE is to :

a) Preparation of Communication Pack

b) Interaction with Research Analysts

c) Interaction with Institutional Investors

d) Interaction with Equity Sales and Investment Bankers.

e) Routine activities of Investor Relations

AWARDS AND RECOGNITION

Cantabil Retail India Limited was felicitated with the Saksham Sathi award by the Government of Haryana for the commendable contribution in implementation of Apprentices Act, 1961 during the year 2019-2020. The company trained good number of youngsters and provided them employment in its facility under this act.

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) 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 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 2019-2020, 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.

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 Companys 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 Arms 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 companys 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 31st March, 2020, the company has entered into transactions which were given under section 186 of Companies Act, 2013. The particulars of investments made by the Company under section 186 as on 31st March, 2020 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

As per the requirement of Section 92(3) of the Companies Act 2013 and rules framed thereunder, the extract of annual return for the F.Y. 2020, given in ANNEXURE-7 in the prescribed form MGT - 9, this is the part of this report. The same is available on the company website www.cantabilinternational.com.

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. Your company is also registered on SCORES and there was no complaint filed by any investor during the year under review.

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 Companys 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 Companys 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 companys 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, 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-8:

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 Companys 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/-
Date: August 28, 2020 VIJAY BANSAL
Place: New Delhi (Chairman and Managing Director)