Cantabil Retail India Ltd Directors Report.

Dear Members

The Board of Directors has immense pleasure in presenting its 33rd 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, 2021.

COMPANY OVERVIEW

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

FINANCIAL RESULTS

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

a) Financial
Particulars For the Year Ended March 31, 2021 For the Year Ended March 31, 2020
Revenue From Operations 25,164.38 33,803.65
Other Income 1,678.04 405.66
Profit before Finance Cost, Depreciation Exceptional Items & Tax 7,614.28 8,890.78
Finance Cost 2,479.67 2,071.00
Depreciation 3,908.92 4,419.18
Profit before Exceptional Items & Tax 1,225.69 2,400.61
Exceptional items - -
Profit before tax 1,255.69 2,400.61
Tax expense: 259.30 757.67
Net Profit for the year 966.39 1,642.94
Item of Other Comprehensive Income (42.29) (5.96)
Total Comprehensive Income for the year 924.10 1,636.98
Credit/ (Debit) Balance B/F from previous year 1,418.02 1,041.36
Other Adjustments (326.55) (1,260.32)
Profit available for appropriation - -
Surplus/ (Deficit) carried to Balance Sheet 2,015.57 1,418.02

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.

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

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

Despite COVID-19 impact, the Company has achieved total revenue of Rs.25164.38 Lakhs in Financial year 2020-21 and Profit after tax (PAT) of Rs.924.10 Lakhs.

b) Non-Financial

The year gone by started with an unprecedented nationwide lockdown due to pandemic which negatively impacted the economic activities across the globe. Even though initially due to nationwide lockdown the manufacturing operations and administrative offices were closed in the month of April and May and most part of June, 2020. Despite the Covid-19 Pandemic, your Company has emerged stronger and resilient. Post relaxation of lockdown economic activities gradually started picking up from mid May, 2020. With an objective of staying salient in the minds of the consumers, the tone of communication was attuned to being helpful in everyday life, informative, positive and building trust.

As the nation entered in unlock phase, your company took to:

• Reassuring its customers by communicating various preventive measures adopted for a safer shopping experience as well as safe manufacturing practice at its Factory at Bahadurgarh.

• Realigning marketing spends towards e-commerce channels and digital media for brand promotion campaigns.

• The oneset of the pandemic has further fuelled e-commerce activities in the Country. Your Company too, has increased range presence and refreshed its presentation for all brands on leading portals. With sustained investments on these platforms your company is well positioned to drive growth in this channel.

RETAIL

Retail sector was most affected during lockdown due to Covid-19 pandemic and all operations were shut down in the month of April, May and most part of June 2020.

Your Company took this opportunity to renegotiate long term rentals with the landlords and adopt strategic preventive measures to assure a safe shopping experience for its customers, even as the showrooms slowly re-opened with time restrictions and scant footfalls. Proper staff training, adoption of Covid appropriate practices in stores and use of digital payments helped regain customer confidence and store traffic.

Despite an inhibitive business environment during FY21, your Companys retail network stands at 320 as on March 2021.

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 slow down of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. India has witnessed it in its worst possible way. Considering the widespread impact of this crisis, the Central Government has declared COVID-19 as a national calamity. To contain this situation and arrest of any further spread of COVID-19, besides providing medical attention to all the affected, the Central Government and all the State Governments have been taking series of preventive measures by imposing strict Lockdown across the country with guidelines like prohibition of social gatherings and closure of schools/colleges/malls/shops, etc. Citizens have been asked to stay at home and venture out only if absolutely necessary. Even the corporate houses have been asked to extend their support to the initiatives of the Governments by allowing their employees to work from home, closure of offices, restriction on office timings, working with limited staffing, etc. As responsible law abiding citizens, each one us have been doing the maximum to contain the situation.

Hence, with the constant time restrictions & lockdowns happening in the State it has become extremely difficult to run retail operations. The result is unviable store & huge mounting losses in the stores where there has been a consistent drop in footfalls and consumer spending behavior. 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 .

Economic environment continues to remain uncertain and challenging owing to Covid and partial lockdowns across the Country. However, we as an organization remain vigilant to the ground developments with confidence and optimism to manage emerging scenarios.

DIVIDEND

The Company had declared interim dividend of Rs.1/- (i.e. 10%) per equity share in its Board Meeting held on February 05, 2021. The payment of interim dividend was within the time limit prescribed in the Companies Act, 2013.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Listing Regulations, top 1000 listed companies are required to formulate a Dividend Distribution Policy. Accordingly, your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board determining the distribution of dividend to its shareholders. The policy is attached with this report as ANNEXURE- 10 and also available on the website of the Company at the link i.e. http://www.cantabilinternational.com/invstr_pdf/DividendPoli cy0621.pdf

SHARE CAPITAL

The paid up capital of the company as on March 31, 2021 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, 2021.

SECRETARIAL STANDARDS

The 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 GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The 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 Practising Company Secretary confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CODE OF CONDUCT

The Chairman & Managing Director of the Company has given a declaration that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Annual Compliance Report for the year ended 31st March 2021 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 2020-21 have been paid by the Company within the stipulated time.

STOCK CODE: NSE BSE ISIN

CANTABIL 533267 INE068L01016 (Shares)

DETAILS OF NON- COMPLIANCE WITH REGARD TO CAPITAL MARKET DURING THE LAST THREE YEARS:

There has been no instance of non-compliances by the Company with regard to the Capital Markets during the last three years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The shareholders in the 32nd Annual General Meeting (AGM) of the Company held on September 25, 2020 through video conferencing ("VC") other audio visual means ("OAVM") have approved the re-appointment of Mr. Vijay Bansal (DIN 01110877) for a period of three years w.e.f. April 01, 2021 to 31st March, 2024.

The shareholders in the 32nd Annual General Meeting (AGM) of the Company held on September 25, 2020 through video conferencing ("VC") other audio visual means ("OAVM") have approved the re-appointment of Mr. Deepak Bansal (DIN 01111104) for a period of three years w.e.f. April 01, 2021 to 31st March, 2024.

As on March 31, 2021, Mr. Vijay Bansal (DIN 01110877) Chairman and Managing Director, Mr. Deepak Bansal (DIN 01111104) Whole Time Director, Mr. Basant Goyal (DIN 07659491) Whole Time Director, Mr. Shivendra Nigam, Chief

Financial Officer (CFO) and Ms. Poonam Chahal, Company Secretary, are the key managerial personnel (KMP) of your Company.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 the Companies Act, 2013 and the Article 125 of the Articles of Association of the Company, Mr. Deepak Bansal (DIN: 01111104), Whole-Time Director of the Company retires by rotation and being eligible offer himself for re-appointment in the 33rd 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 2021, 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 one valuation 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:-

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

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

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from Devesh Vasisht, Practicing Company Secretary that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by SEBI, Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the Annual Accounts for the year ended as on 31st March 2021, the applicable Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;

(b) the directors had elected 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;

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

(d) the directors had prepared the accounts for the financial year ended 31st March 2021 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 Six times in financial year 2020-2021 viz., on 29.06.2020, 28.08.2020, 15.09.2020, 07.11.2020, 05.02.2021 and 30.03.2021. Detailed information on the meetings of the Board is included in the report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

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

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

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

5. Risk Management Committee

The constitution of the Risk Management Committee is:-

1. Mr. Vijay Bansal -Chairman & Executive Director

2. Mr. Renu Jagdish -Member & Independent Director

3. Mr. Basant Goyal -Member & Executive Director

6. Miscellaneous Committee

The constitution of the Miscellaneous Committee is:-

1. Mr. Vijay Bansal -Chairman & Executive Director

2. Mr. Deepak Bansal -Member & Executive 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 a v a i l a b l e o n c o m p a n y s w e b s i t e a t http://www.cantabilinternational.com/invstr_pdf/Nomination-and-remuneration_policy.pdf.

BOARD EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The framework was developed to give all Board members an opportunity to evaluate and discuss the 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, 2021, 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 vertical.; Accessibility of the Product Heads/ Factory Heads to the Board, wherever required, for informed decision-making. The evaluation of each of the Board Committees were done on parameters such as whether key items discussed in the Committee are suitably highlighted to the Board, whether Committee effectively performs support functions to the Board in fulfilling its responsibilities etc.

P E R F O R M A N C E E V A L U A T I O N O F N O N -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 Board room and beyond, well informed about the Company and the external environment in which it operates, moderate and arbitrate in the interest of the Company as a whole in situations of conflict between management and shareholders interest etc.

EVALUATION OUTCOME

It was assessed that the Board as a whole together with each of its Committees was working effectively in performance of its key functions- providing strategic guidance to the Company, reviewing and guiding business plans and major plans of action, ensuring effective monitoring of the management and overseeing risk management function. The Board is kept well informed at all times through regular communication and meets once per quarter and more often during times of rapid growth or if Company needs merit add intimation over sight 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 the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

UNPAID DIVIDEND

During the year under review, the Company has transferred the unclaimed dividend of financial year 2019-20 of Rs.44,239 and interim dividend for the financial year 2020-21 of Rs. 35743 to the unpaid divided account . Year-wise amounts of unpaid / unclaimed dividends transferred to unpaid dividend account, i s a l s o a v a i l a b l e o n C o m p a n y s w e b s i t e a t http://www.cantabilinternational.com/.

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 http://www.cantabilinternational.com/polices/BOARD_DIVER SITY_POLICY.pdf.

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 (ANNEXURE-1) and is also available onhttp://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 2021 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 2020-2021.

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.

CREDIT RATING

The Companys financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agency (ICRA). 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 Six (6) meetings during the year viz., 29.06.2020, 28.08.2020, 15.09.2020, 07.11.2020, 05.02.2021 and 30.03.2021

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 websitehttp://www.cantabilinternational.com/invstr_pdf/Corp orate_social_responsibility_policy.pdf.

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 Risk Management Policy is available on companys website at http://www.cantabilinternational.com/ invstr_pdf/RiskManagementPolicy0621.pdf

POLICY ON PREVENTION OF INSIDER TRADING

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

REPORTING OF FRAUDS

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

POLICY AGAINST SEXUAL HARASSMENT AT WORK PLACE

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

During the year, no complaint was lodged with the Internal Complaints Committee (ICC). In order to fulfill the desired utility of the Committee and make the Policy meaningful, the Committee meets at specified intervals to take note of useful tools, mobile applications, media excerpts etc. that enhance security of female employees. The same are circulated within the organization to encourage general awareness. In its endeavor to ensure the spirit of law, during the Financial Year 2020-2021, 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 forth coming 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 w h i c h i s a v a i l a b l e o n C o m p a n y 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 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, 2021, 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, 2021 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. 2021, 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.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2021.

HUMAN RESOURCES

FY 2020-21 has been a challenging year for businesses and people across the globe. It was a year of unprecedented times and thus called for unprecedented actions. As we were combating the Global pandemic, the safety and health of the employees were of utmost priority while keeping the business afloat. In this new normal, the Human Resource function has demonstrated agility by ensuring new systems and processes to cater to the needs of changing times. Different SOPs related to safety and work from home challenges was formalized to ease the operations of the business and people. Staying connected with employees, leadership connects and employee motivation is the key focus areas. Technology and automation in Human Resource Management enabled the analytics-driven, every employee experiences consistency in HR practices and policies across the Company. The HR initiatives continue to focus on hiring the talent with the right attitude, develop and groom them and build the leadership pipeline. We have shifted our needle towards grooming out internal talent and were able to successfully fill few senior roles through internal talent. We are also striving to bring in more women employees at senior roles. We have also worked towards becoming a performance-driven organization. The company has well-crafted and employee-friendly HR policies, and hence it enjoys a cordial relationship with its employees. We have not experienced any major work stoppages due to labour disputes or cessation of work in the last many years. It continues to emphasize and focus on safety and security at the workplace by prescribing policies and procedures, creating awareness and imparting pieces of training to the workforce. It also has an established mechanism that fosters a positive work environment that is free from harassment of any nature. Prevention of sexual harassment initiative framework is in place to address the complaints of harassment at the workplace.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis endeavored to increase awareness among its stakeholders and in the market place about the 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, 2014 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in ANNEXURE-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.

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.

For and on behalf of the Board
Cantabil Retail India Limited
Sd/-
VIJAY BANSAL
(Chairman and Managing Director)
Date: August 13, 2021
Place: New Delhi