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Director's Report
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Mandhana Retail Ventures LtdIndustry : Textiles - Products
BSE Code:540210
ISIN Demat:INE759V01019
Book Value(Rs):30.27
NSE Symbol:TMRVL
Div & Yield %:0
Market Cap (Rs Cr.):27.8
P/E(TTM):0
EPS(TTM):0
Face Value(Rs):10
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Dear Shareholders,

The Directors have pleasure in presenting the 7th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2018.

1. Financial Highlights

(Rs. in Lakh)
Particulars 2017-18 2016-17
Total Turnover 25,944.93 25,958.80
Other Income 128.78 177.38
Profit Before Interest, Depreciation and 2,095.74 2,862.26
Taxation
Less: 1. Interest 177.24 240.10
2. Depreciation 367.36 340.02
Profit Before Taxation 1,551.14 2,282.14
Less: Provision for Taxation
Current Tax 181.00 1240.00
Deferred Tax 380.08 (355.84)
Net Profit for the Year 990.06 1,397.98
Less: Income Tax paid for earlier year (87.34) -
Profit after Taxation 902.72 1,397.98
Add : Other Comprehensive Income for the 10.38 9.27
Year
Total Comprehensive Income for the year 913.10 1,407.25
Less: Transfer to General Reserve 0.00 0.00
Balance carried forward 913.10 1,407.25

2. Company Performance and Business Overview

A detailed discussion of operations for the year ended 31st March, 2018 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

3. Dividend

Considering the capital requirement for ongoing business expansion, the Board of Directors recommend conserving the profit and ploughing back the same to further stimulate the growth of the Company

4. Transfer to Reserve

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation and an amount of Rs. 913.10 Lakh is proposed to be retained in the profit and loss account.

5. Material Changes and Commitments, if any, Affecting the Financial Position of the Company Which Have Occurred Between the End of the Financial Year of the Company to Which the Financial Statements Relate and the Date of the Report

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

6. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of conduct for the financial year 2017-18. A declaration to this effect signed by the Chief Executive Officer of the Company is contained in this annual report.

7. Public Deposit

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

8. Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Company, Mr. Priyavrat Mandhana retires by rotation and being eligible, offers himself for re-appointment. Brief details of Mr. Priyavrat Mandhana as required under Regulation 36(3) of Listing Regulations are provided in the notice of the ensuing Annual General Meeting.

The members' approval is being sought at the ensuing Annual General Meeting for the above appointment.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1)(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Hemant Gupta was appointed as the Chief Financial Officer & Chief Operating Officer of the Company with effect from 26th March, 2018 based on the recommendation of the Nomination and Remuneration Committee of the Board. During the year under review, none of the KMP of the Company resigned from their respective positions in the Company.

9. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Company's Independent Directors met on 23rd February, 2018 without the presence of Executive Directors or Members of the Management. All the Independent Directors attended the Meeting. The Board of Directors expressed their satisfaction with the evaluation process.

10. Number of Meetings of the Board of Directors

During the year 5 (Five) Board Meetings were convened and held. Details of meetings of the Board and its Committees alongwith the attendance of the Directors therein have been disclosed in the Corporate Governance Report (Annexed herewith).

11. Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company and the web-link to the same is http://www.mandhanaretail.com/investor-relations.php

12. Audit Committee

As on 31st March, 2018, the Audit Committee comprised of four members viz. 3 Independent Directors and 1 Executive Director, given as under:

1. Mr. Kiran Vaidya - Chairman

2. Mr. Pradip Dubhashi

3. Mr. Ramnath Pradeep

4. Mr. Priyavrat Mandhana

Further details on the Audit Committee are provided in the Corporate Governance Report (Annexed herewith).

13. Nomination and Remuneration Policiy

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Policy also provides for remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

[Details of Nomination and Remuneration Policy are given under Annexure - ‘C' to this Report.]

14. Risk Management Policy

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. Although the Company is not mandatorily required to constitute the Risk Management Committee, but to ensure effective risk management the Board of Directors constituted the Risk Management Committee to monitor and review risk management, assessment and minimization procedures and to identify, review and mitigate all elements of risks which the Company may be exposed to.

The Company recognizes that risk is an integral and unavoidable component of its business. Hence, the company has adopted a Risk Assessment and Management policy ("Policy") to formalize risk based decision-making together with management processes. Risks are managed through a formal risk process as set forth in the Policy. This policy articulates the requirements for processes which include identifying, assessing, measuring, and monitoring risk activities across the organization and establishes governance roles for risk management.

15. Particulars of Loans, Guarantees or Investments

No loans, guarantees or Investments covered under section 186 of the Companies Act, 2013, have been given or provided during the year.

16. Indian Accounting Standards (Ind-As)

As mandated by the Ministry of Corporate Affairs (MCA), the Company has adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 with a transition date being 1st April, 2016. The Financial Results for the year 2017-2018 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant Rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.

17. Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material under Regulation 23 of Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form No. AOC - 2 is not applicable. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following link: http://www.mandhanaretail.com/investor-relations.php. Your Directors draw attention of the members to Note No. 42 to the financial statements which sets out related party disclosures.

Prior omnibus approval is obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee and Board of Directors for their review on periodical basis.

18. Managerial Remuneration

Remuneration to Directors and Key Managerial Personnel i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company Secretary during FY 2017-18 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2017-18 are as under:

Sr. No. Name of Director /KMP and Designation Remuneration of Director/ KMP for FY 2017-18 (in Rs.) % increase in remuneration in FY 2017-18 Ratio of remuneration of each Whole-Time Director to Median Remuneration of Employees
1 Mrs. Sangeeta Mandhana- Managing Director# 87,08,138 Nil 40.92
2 Mr. Priyavrat Mandhana - Executive Director# 87,08,138 Nil 40.92
3 Mr. Sachin Jaju - Non-Executive Director 1,50,000** N.A. N.A.
4 Mr. Pradip Dubhashi - Non-Executive Chairman and Independent Director 5,50,000** N.A. N.A.
5 Mr. Ramnath Pradeep- Non-Executive and Independent Director 5,75,000** N.A. N.A.
6 Mr. Kiran Vaidya - Non-Executive and Independent Director 5,25,000** N.A. N.A.
7 Mr. Manish Mandhana - Chief Executive Officer* 10,014,720 N.A. N.A.
8 Mr. Virendra Varma - Company Secretary 11,76,120 10% N.A.
9 Mr. Hemant Gupta - Chief Financial Officer & Chief Operating Officer@ N.A. N.A. N.A.

# During the financial year 2017-18, Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana was paid remuneration at Rs. 8,34,560/- per month (inclusive of company's contribution to provident fund). In view of limits provided under the provisions of Section 197 of the Companies Act, 2013, the excess remuneration of Rs. 13,06,582/- each was refunded by Mrs. Sangeeta Mandhana and Mr. Priyavrat Mandhana.

*The appointment of Mr. Manish Mandhana as the CEO of the Company is effective from 1st April, 2017 and hence no remuneration was paid to him in the financial year 2016-17.

@Mr. Hemant Gupta was appointed as the CFO & COO of the Company w.e.f. 26th March, 2018, however, Mr. Gupta resumed the services of the Company w.e.f. 2nd April, 2018 and hence no remuneration was paid to him in the financial year 2016 -17 and 2017-18.

** Exclusive of taxes

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company's contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY 2017-18 was Rs.2,12,832/;

iii. In the financial year under review, there was an increase of 1.77% in the median remuneration of employees;

iv. There were 653 permanent employees on the rolls of the Company as on 31st March, 2018 (excluding both the Executive Directors & Mr. Hemant Gupta, CFO & COO);

v. Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2017-18 was 9.20% as compared to FY 2016-17. As regards comparison of Managerial Remuneration of FY 2017-18 over FY 2016-17, details of the same are given in the above table at sr. no. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on the website of the Company, the weblink to which is www.mandhanaretail.com.

19. Statutory Auditors and Auditors' Report

In accordance with Section 139 of the Companies Act, 2013, M/s. BSR & Co., LLP, Chartered Accountants (Firm Registration Number: 101248W/W-100022) were appointed by the shareholders of the Company at the 6th Annual General Meeting held on 20th September, 2017, as the Statutory Auditors for a period of 5 years to hold office until the conclusion of the 11th Annual General Meeting of the Company.

Earlier, proviso to Section 139(1), of the Companies Act, 2013 provided that the appointment of the Statutory Auditors is required to be ratified by the Members at every Annual General Meeting held during their tenure. However, the said proviso was omitted w.e.f. 7th May, 2018 by the Companies Amendment Act, 2017 and thereby the notice for this 7th Annual General Meeting does not include the proposal seeking ratification of the appointment of the Statutory Auditors.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2018. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Companies Act 2013.

20. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mr. Nitin R. Joshi, Practicing Company Secretary (Certificate of Practice No. 1884 and Membership No. FCS- 3137) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure - ‘D' and forms an integral part of this Report. The Company has complied with all the applicable secretarial standards.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The statements referred in the Secretarial Audit Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

21. Corporate Social Responsibility

The Annual Report on CSR activities for the financial year 2017-18 is enclosed as Annexure - ‘B'.

22. Subsidiaries, Joint Ventures and Associate Companies

The Company has no subsidiary, Joint Venture and Associate Company as on 31st March, 2018.

23. Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future

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

24. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

25. Directors' Responsibility Statement

Pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that;

i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

iii) the Directors have 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;

iv) the Directors have prepared the annual financial statements on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. Particulars of Energy Conservation,

Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2018 are provided under Annexure - ‘A' to this report.

27. Extract of Annual Return

The extract of the Annual Return in prescribed Form No. MGT-9 is provided under Annexure - ‘E' forming part of this Report.

28. Others

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither the Company has accepted deposits during the year under review nor there were any deposits outstanding during the year.

2. Details relating to issue of sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

Your Directors further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. Acknowledgement

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors
The Mandhana Retail Ventures Limited
(formerly known as Mandhana Retail Ventures Limited)
Sangeeta Mandhana Priyavrat Mandhana
Managing Director Executive Director
DIN: 06934972 DIN: 02446722
Place: Mumbai
Date: 28th May, 2018

ANNEXURE – 'A' to Directors' Report

Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

(A) Conservation of Energy :

The operations of your Company are not energy intensive. However, wherever possible your company strives to curtail the consumption of energy on a continued basis by using energy-efficient equipment. As energy costs comprise a very small part of your Company's total expenses, the financial implications of these measures are not material.

The Company consciously makes all efforts to conserve energy across all its operations.

(B) Technology Absorption :

The Company continues to use the latest technologies for improving productivity and quality of its products. There has been no import of technology during the year under review.

(C) Foreign Exchange Earnings and Outgo :

The Foreign Exchange earnings and foreign exchange outgo by the Company during the year are:

Earnings Rs. 30,89,93,996/-
Outgo Rs. 8,67,84,889/-

 

For and on behalf of the Board of Directors
The Mandhana Retail Ventures Limited
(formerly known as Mandhana Retail Ventures Limited)
Sangeeta Mandhana Priyavrat Mandhana
Managing Director Executive Director
DIN: 06934972 DIN: 02446722
Place: Mumbai
Date: 28th May, 2018

ANNEXURE – ‘C' to Directors' Report

NOMINATION AND REMUNERATION POLICY

1. Preamble

1.1 The Mandhana Retail Ventures Limited (the ‘Company') recognizes the importance of attracting, retaining and motivating personnel of high calibre and talent for the purpose of ensuring efficiency and high standard in the conduct of its affairs and achievement of its goals besides securing the confidence of the shareholders in the sound management of the Company. For the purpose of attaining these ends, the Company has constituted a Nomination and Remuneration Committee which is entrusted with the task of devising a transparent reasonable and fair policy of remuneration for its directors, key managerial personnel and other employees.

1.2 The Companies Act, 2013 vide sub-section (3) of section 178, the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") makes it mandatory for the Board of Directors of every listed company to constitute a Nomination and Remuneration Committee.

1.3 The objective of the Nomination and Remuneration Committee is to assist the Board of Directors of the Company and its controlled entities in fulfilling its responsibilities to shareholders by :

1.3.1. ensuring that the Board of Directors is comprised of individuals who are best able to discharge the responsibilities of Directors in consonance with the Companies Act, 2013 and the norms of corporate governance contained in the Companies (Corporate Social Responsibility Policy) Rules, 2014; and

1.3.2. ensuring that the nomination processes and remuneration policies are equitable and transparent.

1.4 The responsibilities of the Nomination and Remuneration Committee include:

1.4.1. formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key managerial personnel and other employees;

1.4.2. formulation of criteria for evaluation of performance of independent directors and the Board of Directors;

1.4.3. devising a policy on diversity of Board of Directors;

1.4.4. identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal; and

1.4.5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors

1.5 This Nomination and Remuneration Policy has been formulated with a view to:

1.5.1 devise a transparent system of determining the appropriate level of remuneration throughout all levels of employees and teams in the Company;

1.5.2 encourage personnel to perform to their highest level;

1.5.3 provide consistency in remuneration throughout the Company;

1.5.4 offer incentives on the premise of aligning the performance of the business with the performance of key employees and teams within the Company; and

1.5.5 set out the approach to diversity on the Board as delineated in the Annexure to this Policy.

1.6 The Nomination and Remuneration Policy elucidates the types of remuneration to be offered by the Company and factors to be considered by the Board of Directors of the Company, Nomination and Remuneration Committee and Management of the Company in determining the appropriate remuneration policy for the Company.

1.7 The Nomination and Remuneration Policy applies to the Company's senior management employees, including its Key managerial personnel and Board of Directors.

2. Definitions

Some of the key terms used in the Nomination and Remuneration Policy are as under:

2.1 ‘Board' means the Board of Directors of The Mandhana Retail Ventures Limited or the Company.

2.2 ‘Committee' means the Nomination and Remuneration Committee constituted by the Board of Directors of the Company in accordance with Section 178 of the Companies Act, 2013.

2.3 ‘Director' means a Director appointed on the Board of the Company including executive; non-executive; and independent directors.

2.4 ‘Employee' means every senior management employee, including Key managerial personnel and directors on the Board.

2.5 ‘Key managerial personnel' includes managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; company secretary; and Chief Financial Officer.

2.6 ‘Member' means a Director of the Company appointed as member of the Committee.

2.7 ‘Nomination and Remuneration Policy' shall mean the policy of remuneration of Directors, Key managerial personnel and other employees of the Company determined by the Nomination and Remuneration Committee.

2.8 ‘Senior management' or ‘Senior management employees' means the personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Executive Directors, including the functional heads.

3. Nomination and Remuneration Committee

3.1 The Committee shall be formed by the Board of the Company. It shall consist of three or more Non-Executive Directors out of which not less than one-half shall be Independent Directors. The Board of the Company shall nominate Directors as Members of the Committee from time to time.

3.2 The Chairman of the Committee shall be an Independent Director but shall not be the Chairperson of the Company.

He shall be present at the Annual General Meeting, to answer the shareholders' queries and may determine as to who should answer the queries.

3.3 The presently nominated members of the Committee are :

1) Mr. Ramnath Pradeep (Chairman)

2) Mr. Pradip Dubhashi

3) Mr. Kiran Vaidya

4. Letter of Appointment or Contract of Employment

4.1 The Company shall issue a Letter of Appointment to Non-Executive Directors setting out the terms and conditions, if any and the same shall be approved by the Board in consonance to the provision of the Companies Act, 2013 and applicable Regulations of the Listing Regulations and any amendments thereto.

4.2 Executive Directors, Key managerial personnel and senior management employees shall enter into a contract with the Company or a Letter of Appointment shall be issued by the Company clearly setting out the terms and conditions of the remuneration package for such person.

The contract of employment/Letter of Appointment may set out the expectations for the performance, the key performance indicators, measures and criteria for assessment or evaluation of performance.

4.3 The Committee and the Board shall approve the contracts of employment/letter of appointment of directors and Key Managerial Personnel. For senior management employees, such appointments shall be considered and approved by the Managing Director in consultation with Chief Executive Officer of the Company and brief particulars of such appointment(s) made shall be placed before the Committee at regular intervals for its noting and ratification.

The Board shall disclose the terms and conditions of any contract of employment / letter of appointment in accordance with the law.

5. Remuneration Structure

5.1 Remuneration To Directors And Key Managerial PersonneL

The Board shall, in consultation with the Committee approve and finalize the forms of remuneration to be offered to Directors and Key managerial personnel. The remuneration package shall be composed of amounts that are fixed and variable and the endeavour of the Board and the Committee shall be to strike a balance between the fixed and variable components and thereby promote sustainable value for the Company and its shareholders over time.

5.1.1 Fixed Remuneration

The contract of employment / letter of appointment entered into by the Executive Directors / Key managerial personnel with the Company shall demarcate the cost to the Company, fixed gross salary or base salary payable to the employee. The fixed remuneration or salary shall be determined according to complexities of the position and role of the Executive Directors / Key managerial personnel, the relevant laws and regulations, conditions prevalent in the labour market and the scale of the business relating to the position. The fixed remuneration will reflect the core performance requirements and expectations of the Company.

5.1.2 Performance Based Remuneration or Incentive-Based Payments

The performance-based or incentive-based payments may form part of the variable component of the salary payable to the Executive Directors / Key managerial personnel. In addition to the fixed remuneration, the Company shall implement a system of bonuses and incentives reflecting short and long term performance objectives appropriate to the working of the Company and designed to lay emphasis on the direct relationship between performance and remuneration. Performance based remuneration shall be proportionate to and contingent upon the attainment of specific performance targets by Executive Directors / Key managerial personnel in the Company. Incentive-based payments take into account factors such as performance of the Executive Directors / Key managerial personnel, his conduct, responsibilities, position and role and shall be calculated as a percentage of the fixed remuneration.

5.1.3 Severance Fees or Termination Benefits

Each contract of employment / letter of appointment entered into by the Executive Directors and Key managerial personnel with the Company may demarcate in advance the entitlement to payment upon termination of employment for each employee. Making of such payments shall be approved by the Board and the Committee and shall be in consonance with the Nomination and Remuneration Policy of the Company.

5.1.4 Employee Benefits

The Company shall comply with all legal and industrial obligations in determining the benefits available with employees, namely short-term benefits such as salaries, social security contributions, profit sharing and bonuses, post-employment benefits such as gratuity, pension retirement benefits, post-employment life insurance and post-employment medical care other long-term employee benefits, including long-service leave, long-term disability benefits and termination benefits.

5.2 Remuneration To Non-Executive Directors

The Non-executive directors shall be paid sitting fees for attending each of the Meetings of the Board of Directors and Committees as may be approved by the Board of Directors from time to time. The Non-executive directors may be paid commissions and other benefits as may be prescribed by the Board of Directors in conformity of the applicable provisions of the Companies Act, 2013 and rules notified thereunder from time to time.

6. Disclosures

6.1 The Nomination and Remuneration Policy shall be disclosed in the Board's report of the Company prepared in accordance with sub-section (3) of section 134 of the Companies Act, 2013.

6.2 The Nomination and Remuneration Policy and the criteria for evaluation of performance or evaluation criteria as laid down by the Committee shall be disclosed in the Annual Report of the Company.

6.3 Payments to non-executive directors shall be either disclosed in the Annual Report of the Company or put up on the website of the Company and reference drawn thereto in the Annual Report. Further, the number of shares and convertible instruments held by non-executive directors shall be disclosed by the Company in its Annual Report.

6.4 With regard to payment of remuneration, the section on the corporate governance of the Annual Report of the Company shall contain the following disclosures, namely :

6.4.1All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

6.4.2 Details of fixed component and performance linked incentives, along with the performance criteria;

6.4.3 Service contracts, notice period, severance fees; and

6.4.4Stock option details, if any - and whether issued at a discount as well as the period over which accrued and over which exercisable.

7. Review and Implementation

7.1 The Managing Director in consultation with the Chief Executive Officer and the head of the Human Resource department, shall conduct an evaluation of performance for senior management employees and all the other employees who are two level below the Board, on an annual basis to monitor and review, and if necessary, revise the appropriateness of each remuneration package and the summary of the evaluation will be placed before the Committee for its approval.

7.2 The Committee shall be responsible for monitoring the implementation of the Nomination and Remuneration Policy, conducting a review of the same from time to time and advising the Board on the mode of revision of the policy such as inclusion of long-term incentives that would contribute towards creating a sustainable value for shareholders of the Company.

8. Amendment

The Board of Directors reserves the right to amend or modify the Nomination and Remuneration Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the employees, key managerial personnel and senior management employees unless the same is notified to them in writing.

Annexure

Board Diversity Policy

1. Purpose

This Board Diversity Policy (‘Policy') sets out the approach to diversity on the Board of Directors (‘Board') of The Mandhana Retail Ventures Limited (‘TMRVL'/'the Company').

2. Scope

This Policy applies to the Board. It does not apply to employees generally.

3. Policy Statement

TMRVL recognizes and embraces the importance of a diverse

Board in its success. TMRVL believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will ensure that the Company retains its competitive advantage.

TMRVL believes that a diverse Board will contribute to the achievement of its strategic and commercial objections, including to:

• Drive business results;

• Make corporate governance more effective;

• Enhance quality and responsible decision making capability;

• Ensure sustainable development; and

• Enhance the reputation of the Company.

The Nomination and Remuneration Committee (‘Committee') is responsible for reviewing and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

While all appointments to the Board will continue to be made on merit, the Committee will consider the benefits of diversity (including but not limited to the attributes listed above) in identifying and recommending persons for Board membership, as well as in evaluating the Board and its individual members.

Further, the Committee will ensure that no person is discriminated against on grounds of religion, race, gender, pregnancy, childbirth or related medical conditions, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute which does not speak to such person's ability to perform as a Board member.

Accordingly, the Committee shall:

• Assess the appropriate mix of diversity, skills, experience and expertise required on the Board and assess the extent to which the required skills are represented on the Board;

• Make recommendations to the Board in relation to appointments, and maintain an appropriate mix of diversity, skills, experience and expertise on the Board, and

• Periodically review and report to the Board requirements, if any, in relation to diversity on the Board.

The Board shall have an optimum combination of executive, non-executive and independent directors in accordance with requirements of the Articles of Association of the Company, the Companies Act, 2013, Listing Regulations and the statutory, regulatory and contractual obligations of the Company.

The effective implementation of this Policy requires that shareholders are able to judge for themselves whether the Board as constituted is adequately diverse. To this end, TMRVL shall continue to provide sufficient information to shareholders about the size, qualifications and characteristics of each Board member.

4. Responsibility and Review

The Committee will review this Policy periodically and recommend appropriate revisions to the Board.

For and on behalf of the Board of Directors
The Mandhana Retail Ventures Limited
(formerly known as Mandhana Retail Ventures Limited)
Sangeeta Mandhana Priyavrat Mandhana
Managing Director Executive Director
DIN: 06934972 DIN: 02446722
Place: Mumbai
Date: 28th May, 2018

   

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