PRCE "LESS" FASHON CORPORATE GOVERNANCE REPORT 1. Name of Listed Entity: V-MART RETAL LMTED 2 Quarter ending' 31"March, 2018.s.. Composition of Board of Directors! L Annexure-l J 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 Titk Appointme Committee(s) Name of ExecutivelN Tenure including this 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 en tity Ms.) term (Refer (Refer dependent/n Regulation cessation Regulation Regulation ominee)& 25(1) of 26(1) of 26(1) of Listing f Listing Listing Regulations) Regulations) Regulations) Mr. Lalit PAN-AAPA5875D Executive- 1.06.2012 N.A 1 Agarwal DlN- 00900900 Chairperson 0 Madan PAN- Mr. Gopal ADXPK04778 Executive 1.06.2012 N.A 0 Agarwal DN- 02249947 PAN- Aakash Mr. ACAPM7293D ndependent 23.09.2014 5 1 1 1 Moondhra DN-02654599 r- Murli Mr. Ramachan dran Ms. PAN-AFUPR3288J DN-002640 18 ndependent 29.09.2015 5 1 1 0 Sonal PAN-ABPM6504C rndependent 29.09.2015 5 2 4 Mattoo DN- 00 06795 2 $ 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. V-MART RETAL LTD. Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurgaon - 122016 (Haryana) Tel. : 0124-4640030, Fax No. : 0124-4640046 Email: info@vmart.co.in Website: www.vmart.co.in Registered Office: 610-611, Guru Ram Dass Nagar, Main Market, Opp. SB Bank, Laxmi Nagar, New Delhi -110092
. Composition of Committees Name of Committee PRCE' 'LE 55 " FASHON 1 / Name of Committee Category (ChairpersonlExecutive/Nonmembers Executiveiindependent/Nominee) $ a. Aakash Moondhra Chairman (ndependent) 1. Audit Committee b. Murli Ramachandran / / Member (ndependent) 2. Nomination & Remuneration ~ Committee 3. Risk Management Committee(if applicable) 4. Stakeholders Relationship Committee' c. Sonal Mattoo f i Member (ndependent) a. Murli Ramachandran / Chairman (ndependent) b. Aakash Moondhra / Member (ndependent) c. Sonal Mattoo / Member (ndependent) N.A i ;' N.A a. Sonal Mattoo, Chairperson (ndependent) b. Lalit Agarwal Member (Executive) c. Madan Gopal Agarwal Member (Executive) $ Category of directors means executive/non-executive/independentlnominee. 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) 09 lh November, 2017 l3 ln February, 2018 95 Days f--- 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* i 1. Audit Committee: 13 th February, 2018 09 111 November, 2017 95 Days Mr. Aakash Moondhra Mr. Murli Ramachandran Ms. Sonal Mattoo ~~ «: (:!(.Al '~~'ṭ - - V MART RETAL LTD. Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V. Gurgaon _ 122016 (Haryana). Tel.: 0124-4640030, Fax No. : 0124-4640046 Email: info@vmart.co.in Website: www.vmart.co.in Registered Office: 610-611, Guru Ram Dass Nagar, Main Market, Opp. SB Bank, Laxmi Nagar, New Delhi - 110092 *
2. Nomination & Remuneration Committee: PRCE "LESS" FASHON 13 th February, 2018 09 th November, 2017 95 Days Mr. Murli Ramachandran Mr. Aakash Moondhra Ms. Sonal Mattoo 3. Stakeholders Relationship Committee: 2 no January, 2018 NA NA r>. Mr. Lalit Agarwal Mr. Madan Gopal Agarwal 4. Corporate Social Responsibility Committee: 13 th February, 2018 09 th November, 2017 95 Days Mr. Lalit Agarwal v. Related Party Transactions Mr. Madan Gopal Agarwal Mr. Aakash Moondhra Ms. Sonal Mattoo Subject Compliance status (lnona)refer note below Whether prior approval of audit committee obtained W~ther shareholder approval obtained for material RPT N.A Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Note: 1. n the column "Compliance Status", compliance or non-compliance may be indicated by lnoln.a. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "" 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. - ''<-~ V-MART RETAL LTD. ~f'"" Corporate Office: Plot No. 862. Udyog Vihar. ndustrial Area Phase V..Gurgaon ~ 122 016 (Haryana) Tel. ; 0124-4640030, Fax No. : 0124-4640046 Ernail : info@vmart.co.ln Website: www.vmart.co..m Registered Office: 610-611. Guru Ram Dass Nagar. Main Market. Opp. SB Bank. Laxrru Nagar. New Deihl - 110092
PRCE "LESS" FASHON V. Affirmations 1. The composition of Board of Directors is in terms of SEB (Listing obligations and disclosure requirements) Regulations, 2015 : 2. The composition of the following committees is in terms of SEB(Listing obligations and disclosure requirements) Regulations, 2015: a. Audit Committee,: b. Nomination & remuneration committee,: c. Stakeholders relationship committee,: d.jl-isk management committee (applicable to the top 100 listed entities),na 3. J. ne committee members have been made aware of their powers, role and responsibilities as specified in SEB (Listing obligations and disclosure requirements) Regulations, 2015 : 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: 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: liance Officer nformation at Table and above need to be necessarily given in 1st quarter of each financial year. However if there i no.l"""'-mgeof information in subsequent quarter(s) of that financial year, this information may not be given by Liste. entity and instead a statement "same as previous quarter" may be given. V-MART RETAL LTD. Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurgaon - 122 016 (Haryana) Tel. : 0124-4640030, Fax No. : 0124-4640046 Email: info@vmart.co.in Website: www.vmart.co.in Registered Office: 610-611, Guru Ram Dass Nagar, Main Market, Opp. SB Bank, Laxmi Nagar, New Delhi -110092
PRCE "LESS" FASHON Annexure-2,. Disclosure on website in terms of Listing Regulations / Sr. tem Compliance status (lnona) No. t" refer note below 1 Details of business 2 Terms and conditions of appointment of independent directors 3 Composition of various committees of board of directors ~ Code of conduct of board of directors and senior management personnel 5 Details of establishment of vigil mechanism/ Whistle Blower policy 6 Criteria of making payments to non-executive directors 7 Policy on dealing with related party transactions 8 Policy for determining' material' subsidiaries NA 9 Details of familiarization programmes imparted to independent directors 10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor gnevances 11 E-mail address for grievance redressal and other relevant details 12 Financial results 13 Shareholding pattern 14 Details of agreements entered into with the media companies NA L~. and/or their associates L New name and the old name of the listed entity NA. Annual Affirmations S. No. Particulars Regulation Number Compliance status (lnona) refer note below ~--~------------------------------------------------~------------~----~~~~~~-- ndependent director(s) have been appointed in terms of 16(1)(b) & specified criteria of 'independence' and/or 'eligibility' 25(6) 2 Board composition 17(1) 3 Meeting of Board of directors 17(2) 4 Review of Compliance Reports 17(3) 5 Plans for orderly succession for appointments V-MART RETAL LTD../Q~_E~ _ r~1v~;). t ~ ~.~ Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurgaon - 122 016 (Haryana) Tel.,0124-4640030, Fax No. : 0124-4640046 Email: info@vmart.co.in Website: www.vmart.co.in ---...;,..-~ Registered Office: 610-611, Guru Ram Dass Nagar, Main Market, Opp. SB Bank, Laxmi Nagar, New Delhi - 110092
PRCE "LESS" FASHON i 6 Code of Conduct 17(5) 7 Fees/ compensation 17(6) 8 Minimum nformation 17(7) 9 Compliance Certificate 17(8) 10 Risk Assessment & Management 17(9) 11 Performance Evaluation of ndependent Directors 17(10) 12 Composition of Audit Committee 18(1) r 13 Meeting of Audit Committee 18(2) 14 Composition of nomination & remuneration committee 19(1) & (2) 15 Composition of Stakeholder Relationship Committee 20(1) & (2) -5 Composition and role of risk management committee 21(1),(2),(3),(4) NA - 17 Vigil Mechanism 22 18 Policy for related party Transaction 23( 1),(5),(6),(7) & (8) 19 Prior or Omnibus approval of Audit Committee for all related 23(2), (3) party transactions 20 Approval for material related patty transactions 23(4) NA 21 Composition of Board of Directors of unlisted material 24(1) NA Subsidiary 22 Other Corporate Governance requirements with respect to 24(2),(3),(4),(5) NA subsidiary oflisted entity & (6) 23 Maximum Directorship & Tenure f / 25(1) & (2) 24 Meeting of independent directors 25(3) & (4) 25 Familiarization of independent directors 25(7) 26 Memberships in Committees 26(1) 27 Affirmation with compliance to code of conduct from 26(3).. members of Board of Directors and Senior management personnel 28 Disclosure of Shareholding by Non-Executive Directors 26(4) 29 Policy with respect to Obligations of directors and senior 26(2) & 26(5) management V-MART RETAL LTD. Corporate Office: Plot No. 862, Udyog Vihar, ndustrial Area Phase V, Gurqaon - 122 016 (Haryana) Tel. : 0124-4640030, Fax No. : 0124-4640046 Email: info@vmart.co.in Website: www.vmart.co.in Registered Office: 610-611. Guru Ram Dass Nagar, Main Market, Opp. SB Bank. Laxmi Nagar, New Delhi -110092
PRCE "LESS" FASHON Note: 1 n the column "Compliance Status", compliance or non-compliance may be indicated by lnoln.a. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "" 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. 111.Affirmations: The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied. - NA V-MART RETAL LTD. Corporate Office: Plot No. 862. Udyog Vihar. ndustrial Area Phase V. Gurgaon - 122 016 (Haryana) Tel. : 0124-4640030. Fax No. : 0124-4640046 Email: info@vmart.co.in Website: www.vmart.co.in Registered Office: 610-611, Guru Ram Dass Nagar, Main Market, Opp. SB Bank, Laxmi Nagar, New Delhi -110092