10th October, Ref. No. CS/S/L To,

Transcription

1 PRCE "LESS" FASHON 10th October, 2018 Ref. No. CS/S/L To, To: The Listing Department NATONAL STOCK EXCHANGE OF NDA LMTED "Exchange Plaza" Bandra-Kurla Complex Bandra (E), Mumbai Scrip Code: VMART Fax: To: The Corporate Relationship Department THE BSE LMTED PhirozeJeejeebhoy Towers, Dalal Street, Mumbai Scrip code: Fax: Sub: Submission of Corporate Governance Report as per Regulation 27(2) of Securities and Exchange Board of ndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter & half-year ended 30th September, Sir, Please find enclosed herewith a copy of the Corporate Governance Report as per Regulation 27(2) of Securities and Exchange Board of ndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter & half-year ended so" September, We request you to kindly take the above information on record. Thanking you Yours truly, For V-Mart Retail Limited Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurgaon (Haryana)...., ~ ~

2 PRCE "LESS" FASHON CORPORATE GOVERNANCE REPORT 1. Name of Listed Entity: V-MART RETAL LMTED 2. Quarter ending: so" September, 2018 r i. Composition of Board of Directors No. of post of Number of No of Chairperson in memberships Directorship Audit/Stakehol in Audit/ Category in listed der Committee Date of Stakeholder (Chairperson entities held in Listed Title Appointme Name of ExecutivelN Tenure including this Committee(s) entities (Mr. nt in the including this the PAN$& DN on- * (in listed entity including this current listed entity Director Executive/n years) (Refer listed entity Ms.) term (Refer (Refer dependent/n Regulation cessation Regulation Regulation ominee)& 25(1) of 26(1) of 26(1) of Listing Listing Listing Regulations) Regulations) Regulations) Mr. Lalit PAN-AAPA5875D Executive N.A 1 1 Agarwal DN Chairperson 0 Madan PAN- Mr. Gopal ADXPK0477B Executive N.A Agarwal DN PAN- Aakash Mr. ACAPM7293D ndependent Moondhra DN Mr. Ms. Murli Ramachan dran PAN-AFUPR3288J DN ndependent Sonal P AN-AB [PM6504C ndependent Mattoo DN $ PAN number of any director would not be displayed on the website of Stock Exchange; &Category of directors means executive/non-executive/independentlnominee. f a director fits into more than one category write all categories separating them with hyphen; * To be filled only for ndependent Director. Tenure would mean total period from which ndependent director is serving on Board of directors of the listed entity in continuity without any cooling off period. - S.,. ~ \Y~?::7 Corporate Office: Plot No Udyog Vihar, ndustrial Area Phase V, Gurgaon (Haryana) 1

3 . Composition of Committees PRCE "LESS" FASHON ),, Name of Committee Name of Committee Category (ChairpersonlExecutivelNonmembers Executive/independentlNominee) $ a. Aakash Moondhra j Chairman (ndependent) 1. Audit Committee b. Murli Ramachandran Member (ndependent) c. SonalMattoo Member (ndependent) r a. Murli Ramachandran / Chairman (ndependent) 2. Nomination & Remuneration b. Aakash Moondhra / Member (ndependent) Committee c. Sonal Mattoo./ Member (ndependent) 3. Risk Management Committee(if applicable) N.A a. SonalMattoo Chairperson (ndependent) 4. Stakeholders Relationship i b. Lalit Agarwal Member (Executive) Committee' c. Madan Gopal Agarwal Member (Executive) $ Category of directors means executive/non-executivelindependentlnominee. f a director fits into more than one category write all categories separating them with hyphen.. Meeting of Board of Directors Date(s) of Meeting (if any) in the Date(s) of Meeting (if any) in Maximum gap between any two previous quarter the relevant quarter consecutive (in number of days) 24th May, 'd July, Days V. Meeting of Committees Date(s) of meeting of the Whether requirement of Date(s) of meeting of Maximum gap between any committee in the relevant Quorum met (details) the committee in the two consecutive meetings in quarter previous quarter number of days* 1. Audit Committee: 23'd July, 2018 Yes 24th May, Days Mr. Aakash Moondhra Mr. Murli Ramachandran Ms. Sonal Mattoo /..2~ /: \"'~/-<1/ N.A ~.~ ~~ 1.() ~ - * Corporate Office: Plot No Udvoo Vihar. ndustrial Area Phase V. Gumaon (Harvana)

4 2. Nomination & Remuneration Committee: PRCE "LESS" FASHON 23rd July, 2018 Yes 24th May, 2018 /i 59 Days Mr. Murl i Ramachandran Mr. Aakash Moondhra Ms. Sonal Mattoo 3. Stakeholders Relationship Committee:, N.A. 4. Corporate Social Responsibility Committee 24t11 May, 2018 i jn.a 23rd July, 2018 Yes 24th May, Days Mr. Lalit Agarwal Mr. Madan Gopal Agarwal Mr. Aakash Moondhra Ms. Sonal Mattoo " V. Related Party Transactions Subject Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Compliance status (YeslNoNA)refer note below Yes N.A Yes Note: 1. n the column "Compliance Status", compliance or non-compliance may be indicated by YeslNolN.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated. 2. f status is "No" details of non-compliance may be given here..b.?a ~~ ~~~ ~~ );: _./' '/ ~c:>rp~~a!e 0!flc:e:. ~ ~~ No.. 862~ U_dyo~ V~~ar..' n~ustriaa~e,: Phase V, Gurgaon (Haryana)

5 PRCE "LESS"FASHON V. Affirmations 1. The composition of Board of Directors is in terms of SEB (Listing obligations and disclosure requirements) Regulations, 2015 : Yes 2. The composition of the following committees is in terms of SEB(Listing obligations and disclosure requirements) Regulations, 2015: a. Audit Committee,: Yes b. Nomination & remuneration committee,: Yes c. Stakeholders relationship committee,: Yes d. Risk management committee (applicable to the top 100 listed entities ),NA 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEB (Listing obligations and disclosure requirements) Regulations, 2015 : Yes 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEB (Listing obligations and disclosure requirements) Regulations, 2015: Yes 5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here: NL Note: nformation at Table and above need to be necessarily given in 1 st quarter of each financial year. However if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by Listed entity and instead a statement "same as previous quarter" may be given. Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurgaon (Haryana)

6 PRCE "LESS" FASHON ANNEXURE. Affirmations Broad heading Regulation Compliance status (YeslNoNA) refer note Number below Copy of the annual report including balance sheet, profit and 46(2) YES loss account, directors report, corporate governance report, business responsibility report displayed on website Presence of Chairperson of Audit Committee at the Annual 18(1)( d) NO General Meeting Mr. Aakash Moondhra, Chairman of Audit Committee expressed his unavailability to attend the AGM and authorized Mr. Lalit Agarwal, Chairman and Mr. Anand Agarwal, CFO, to interact with the shareholders at the AGM on his behalf. " Presence of Chairperson of the nomination and 19(3) NO remuneration committee at the annual general meeting Mr. Murli Ramachandran, Chairman of Nomination & Remuneration Committee expressed his unavailability to attend the AGM and authorized Mr. Lalit Agarwal, Chairman & Managing Director of the Company, to interact with the Shareholders at the AGM on his behalf Whether "Corporate Governance Report" disclosed in 34(3) read YES Annual Report with para C of Schedule V Note 1 n the column "Compliance Status", compliance or non-compliance may be indicated by YeslNolN.A.. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated. 2 f status is "No" details of non-compliance may be given here. 3 f the Listed Entity would like to provide any other information the same may be indicated here. ~t;ll ~~~ g \6 \ andon t: Comp'Mjiy efa~ & Compliance Officer,~/ Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurgaon (Haryana)