Vasa Retail and Overseas Ltd Directors Report.

To

The Members,

VASA RETAIL AND OVERSEAS Limited

A-126, 1st Floor, Plot G-1, BGTA Godavari Premises Co. Op Soc. Ltd.,

Wadala Truck Terminal Road,

Opp. Lodha New Cuffe Parade,

Wadala East

Mumbai 400 037

Your Directors presents the 2nd Annual Report of the Company together with the Audited Financial Statements for the year ended on 31st March, 2019.

1. FINANCIAL HIGHLIGHTS:

Rs. in Lakhs

Particulars Year ended 31st March, 2019 Year ended 31st March, 2018
Revenue from operations and Other Income (Net) 3899.60 1708.10
Profit before interest, Depreciation, tax and extra ordinary items 333.80 160.51
Less: (i) Financial expenses 120.41 78.47
(ii) Depreciation / Amortization 10.01 3.22
Profit / (Loss) before tax 203.38 78.82
Less: Tax-Provision
-Current Tax 50.20 22.50
-Deferred tax liabilities/ (Assets) 0.10 0.31
- MAT Adjustments -- --
Profit / (Loss) after tax 153.08 56.01
Less: Excess/(Short) tax provision of earlier years -- --
Add: Balance b/f from last year -- --
Amount available for appropriation -- --
Appropriation: -- --
Depreciation adjusted against opening balance of retained earnings (refer Note No. 9A-(ii)) -- --
Amount carried to Balance Sheet

*IND-ASAPLICABILITY

The Company has not adopted the Indian Accounting Standard (Ind AS), as the company is listed on SME exchange. These financial Statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and the other accounting principles generally accepted in India.

2. OPERATIONS:

During the year under review, revenue from operations and other income of the Company was Rs. 3,899.60 Lakhs (previous year Rs. 1,708.11 Lakhs) profit before interest, depreciation and tax was Rs. 333.80 Lakhs (previous year profit Rs. 160.51 Lakhs) and the Net profit was placed at 153.08 Lakhs (previous year profit Rs. 56.01 Lakhs)

EXPORTS

During the year under review exports were better at Rs.2,338.42 Lakhs as compared to Rs. 502.62 Lakhs in the Previous year.

3. MANAGEMENT OVERVIEW TOWARDS EXPANSION:

VASA RETAIL AND OVERSEAS LIMITED is dealing into all kind of Premium and Economical stationary products for office school and creative arts. Over past 6 months the company has expanded its reach from 750 Stores to over 1200 stores in India and is now catering to 12 countries including Mauritius and Seychelles. The Company have master Brand License of "University of Oxford" for 26 Countries including India.

Our vision is to build a globally respected organization delivering the best of products across the global to deliver in by the best in class people. We are guided by our value system which motivates our attitude and action. Our core values are client value, transparency and excellence.

We have embraced a four pronged strategy to strengthen our relevance with client and drive accelerated value creation.

• Multiple Modern Brand Retail Outlet; • Traditional Retail Outlets; • Global Multi chain Export Brands Association; • Tie ups with Chain of Schools and Corporate.

We have strengthened the size of our Marketing and Distribution Team to focus on specific Geographies and Industries Enabling us to customize our offering to our clients. We are also expanding on our visibility and reach to B2C Customers through presence on various online portals, social platforms and artistic and creative events.

4. DIVIDEND:

The Board recommended dividend at Rs. 0.25/- per fully paid-up Equity Shares of Rs. 10/- each of the Company, for the year ended 31st March, 2019 subject to the approval of the Member at the ensuring Annual General Meeting. This will absorb total cash outflow of Rs. 18.06 Lakhs including Corporate Dividend Distribution Tax of Rs. 3.08 lakhs/-

5. TRANSFER OF DIVIDEND:

Company has transferred Rs. 14,98,138/- from Current Year Profit for Distribution of Dividend.

6. LISTING INFORMATION:

The Company Shares are listed as follows: Name of Stock Code/Symbol
Stock Exchanges
National Stock Exchange of India Limited (NSE) VASA
"Exchange Plaza", Bandra-Kurla Complex, Bandra
(E), Mumbai - 400 051.

7. SHARE CAPITAL OF THE COMPANY:

There is no change in the authorized share capital of the Company during the financial year 2018-19 and the authorized share capital of the Company remain same as on 31st March, 2019 Rs. 7,00,00,000/- (Rupees Seven crores Only) divided into 70,00,000 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

The paid up equity share capital of your Company as on 31st March, 2019 is Rs. 5,99,25,500/- (Rupees Five Crore Ninety Nine Lacs Thirty Five Thousand Five Hundred only) divided into 59,92,550 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

8. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

9. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I.

10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Associates Company or any Joint Ventures during the financial year 2018-19.

11. CHANGE IN THE NATURE OF BUSINESS OF THECOMPANY:

There was no change in the nature of business activities of the Company during the Financial Year under review.

12. INTERNAL FINANCIAL CONTROL:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Kajal Hardik Vasa, (DIN 0300495) Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

a. Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and

Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

b. Annual evaluation of performance by the Board:

In terms of applicable provisions read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder and Regulation 17 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Company was carried out by the Board. The Board has evaluated the performance of each of Executive, Non-Executive and Independent Director considering the business of the Company and the expectations that the Board has from each of them. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.

No. Name of the Director Designation

Mr. Hardik. B. Vasa Chairman & Managing Director
Mrs. Kajal Hardik Vasa Whole-time Director
Mr. Yashesh Jitendra Udani Independent Director
Mr. Mahiesh Sankalchand Jaain Independent Director
Ms. Atrayee Dutta Gupta Independent Director
Mr. Manish Kumar Badola Whole Time Director (upto 23.08.2019)
Mrs. Chhaya Hemal Bhagata Whole Time Director
Mr. Hiten Jagmohandas Pabari Whole Time Director
Mr. Aman Nilesh Shah CFO (KMP)
Mr. Bharat Kumar Prajapat Company Secretary/Compliance Officer

14 . DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have 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 loss of the Company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Companys business policy and strategy apart from other business of the Board. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days, prior to the date of the meeting. In case of any business exigencies, meetings are called and convened at Shorter Notice or the resolutions are passed by Circulation and later placed in the ensuing Board 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.

During the year under review, the Board met 07 (Seven) times. As stipulated, the gap between two board meetings did not exceeded one hundred and twenty days.

Name of Directors Designation No. of Meetings
Held Attended
Hardik Bhupendra Vasa Chairman & Managing 7 7
Director
Kajal Hardik Vasa Whole-Time Director 7 7
Aruna Bhupendra Vasa* Director 4 4
Yashesh Jitendra Udani Independent Director 4 4
Mahiesh Sankalchand Jaain Independent Director 4 4
Shilpi Agarwal** Independent Director 2 2
Atrayee Dutta Gupta*** Independent Director 3 3
Manish Kumar Badola**** Whole-Time Director 4 4
Chhaya Hemal Bhagata**** Whole-Time Director 4 4
Hiten Jagmohandas Pabari**** Whole-Time Director 4 4

The attendance of the Directors at the Meeting of Board of Directors is as under:

* Upto 21st September, 2018

** Upto 21st September, 2018

*** Date of Appointment 01st October, 2018

**** Date of Appointment 01st October, 2018

16. ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD:

In terms of applicable provisions read with Schedule IV of the Companies Act, 2013 and Rules framed thereunder and Regulation 17 of Listing Regulations read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis.

Pursuant to the provisions of the Companies Act, 2013, and Listing Regulations, the evaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders Relationship

Committee and Nomination and Remuneration Committee of the Company was carried out by the Board. The Board has evaluated the performance of each of Executive, Non-Executive and Independent Directors considering the business of the Company and the expectations that the Board have from each of them. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.

During the year under review, the Nomination and Remuneration Committee reviewed the performance of all the executive and non-executive directors.

17. COMMITTEES OF THE BOARD OF DIRECTORS:

Presently, there are three Committees of the Board, as follows:

A. Nomination and Remuneration Committee; B. Audit Committee;

C. Stakeholders Relationship Committee;

D. Vigil Mechanism for Directors and Employees;

Nomination and Remuneration Committee

Name Designation Nature of Directorship
Mahiesh Sankalchand Jaain Non -Executive Director and Independent Director
Independent Director
Yashesh Jitendra Udani Non -Executive Director and Independent Director
Independent Director
Atrayee Dutta Gupta Non -Executive Director and Independent Director Member
Audit Committee
Name Designation Nature of Directorship
Mahiesh Sankalchand Jaain Non -Executive Director and Independent Director
Independent Director
Yashesh Jitendra Udani Non -Executive Director and Member
Independent Director
Hardik Bhupedra Vasa Managing Director
Stakeholders Relationship Committee
Name Designation Nature of Directorship
Hardik Bhupedra Vasa Member Chairman-Managing Director

Vigil Mechanism for Directors and Employees

Name Designation Nature of Directorship
Atrayee Dutta Gupta Non -Executive Director and Member
Independent Director

Each Committee duly met one time at the time of their constitution.

18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules.

19. DISCLOSURE BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

20. APPOINTMENT AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The salient features of Remuneration Policy are mentioned below:

Selection:

Any person to be appointed as a Director on the Board of Director of the Company or as KMP or Senior

Management Personnel, including Independent Directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, administration, research, corporate governance or technical operations.

Any person to be appointed as a Director on the Board of the Company shall possess the relevant experience and shall be able to provide policy directions to the Company, including directions on good corporate governance.

While appointing any person as Chief Executive Officer, Managing Director or a Whole-time director of the Company, his / her educational qualification, work experience, industry experience, etc. shall be considered.

Remuneration of Managing Director:

• At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the nomination & remuneration committee and the Board of Directors) and the Managing Director within the overall limits prescribed under the Companies Act, 2013. • The remuneration shall be subject to the approval of the Members of the Company in General Meeting. • In determining the remuneration the Nomination & Remuneration Committee shall consider the following: I. The relationship of remuneration and performance benchmarks is clear;

II. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals; III. Responsibility of the Managing Directors and the industry benchmarks and the current trends; IV. The Companys performance vis--vis the annual budget achievement and individual performance.

Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Remuneration Rules, 2014.

The Independent Directors of the Company shall not be entitled to participate in Stock Option Scheme of the Company, if any, introduced by the Company.

21. DIRECTORS FAMILIARISATION PROGRAMME:

The Company undertakes and makes necessary provision of an appropriate induction programme for new Directors and ongoing training for existing Directors. The new directors are introduced to the company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarise them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places. The induction process is designed to: • build an understanding of the Companys processes and • fully equip Directors to perform their role on the Board effectively Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

22. STATUTORY AUDITORS:

As per provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in their 1st Annual General Meeting held on 28th September, 2018 appointed M/s. Jain Chhajed & Associates, Chartered Accountants, Mumbai (Firm Registration no. 127911W & Membership Number: 151551), as the Statutory Auditors of the Company for a term of consecutive 5 years i.e. 1st Annual General Meeting of the Company to be held for the financial year ended 31st March, 2018 upto the conclusion of 6th Annual General Meeting to be held for financial year ending 31st March, 2023 subject to the ratification by members of the Company every year. However, after the amendment in Section 139 of the Act, effective 28th September, 2018, ratification by shareholders every year for the appointment of the Statutory Auditors is no longer required.

M/s. Jain Chhajed & Associates, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Statutory Auditors Report for FY 2018-19 on the financial statements of the Company forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

23. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. RRBP & Company, Company Secretaries, Ahmedabad are reappointed as the Secretarial Auditors of the Company for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year under review is appended to this report as Annexure II.

The Secretarial Audit Report for the financial year ended 31st March, 2019, does not contain any qualification, reservation or adverse remark.

24. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, on recommendation of Audit Committee, M/s. A. D. Sheth & Asscoiates, Chartered Accountants, were appointed as Internal Auditors of the Company. The Internal Auditors submit their Reports on periodical basis to the Audit Committee.

Based on the internal audit report, the management undertakes corrective action in respective areas and thereby strengthens the controls.

25. COST AUDIT:

Provision given under section 148 of Companies Act, 2013 and rule 14 of company (audit and auditor) rules, 2014, not applicable for our Company.

26. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

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

All Related Party Transactions entered during the financial year were in ordinary course of the business and on arms length basis. No Material Related Party Transactions were entered during the year by your Company. The policy on Related Party Transactions as approved by the Board is disclosed in Financial Statement in Note No. 29 Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

28. PARTICULARS OF EMPLOYEES AND REMUNERATION:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.

29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, read along with Rule 8 of the Companies (Accounts) Rules are given as in Financial Statement in Note No. 33.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantee or investments under Section 186 of the Companies Act, 2013 during the financial year 2017-18 are given under Notes to Financial Statements.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

32. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FIANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2017-18 to which this financial statement relates and the date of this report.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provision of all applicable Secretarial Standard issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the year under review.

34. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

35. REPORT ON CORPORATE GOVERNANCE:

As per the provisions of Regulation 15(2) of the Listing Regulations, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits as stated above, thereby presently, the Company is not required to comply with the above provisions of Corporate Governance.

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

Pursuant to the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is a part of the Annual Report.

36. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case of sexual harassment reported during the year under review.

37. ACKNOWLEDGEMENT:

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the shareholders, banks and other government and regulatory agencies. Your Directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the employees and look forward to their continued contribution and support.

For and on behalf of the Board of Directors
For VASA Retail and Overseas Limited
Sd/-
Hardik Bhupendra Vasa
Chairman & Managing Director
DIN: 036000510
Place: Mumbai
Date: 23rd August, 2019