Corporate Information BOARD OF DIRECTORS Chairman & Managing Director C o n t e n t s Ram Chandra Agarwal Whole time Director Non Executive Independent Director Uma Agarwal Bharat Jain Surendra Kumar Agarwal Jay Prakash Shukla 1. Corporate Information 1 Rakesh Aggarwal 2. Notice 2 3. Message From the Chairman's Desk 11 4. Directors Report 13 Head-Finance & Accounts Company Secretary Group President 5. Management Discussion and Analysis Report 16 Amit Kumar Chaturvedi Arun Gupta Ambeek Khemka 6. Corporate Governance Report 33 Tax Auditors Statutory Auditors 7. Financials :- Vishal Retail Limited Chhaparia & Associates Haribhakti & Co., Balance Sheet 54 8, CAMAC Street Chartered Accountants 5th Floor, Suit - 2 42-43, Press Free House, Profit and Loss Statement 55 “Shanti Niketan Building” 215, Nariman Point Calcutta - 700017 Mumbai-400021 Cash Flow Statement 56 8. Subsidary Companies 77 VRL Consumer Goods Ltd. 78 VRL Fashions Ltd. 81 Bankers Registered Office Axis Bank Ltd. RZ-A- 95 & 96, VRL Foods Ltd. 84 SBI Limited Road No. 4, Street No. 9, VRL Movers Ltd. 87 ICICI Bank Ltd. Mahipalpur Extn., New Delhi-110037 VRL Infrastructure Ltd. 90 ING Vysya Bank Ltd. Phone : 011-30622002 9. Financials Consolidated 93 Share Transfer Agents Local Corporate Office/Investor's Service Centre Intime Spectrum Registry Limited Plot No. 7 & 18, Sector-5 C-13, Panna lal Silk Mill Compound IMT Manesar, Gurgaon (Haryana) LBS Marg, Bhandup(west), Mumbai-400078 Phone : Tel 022-25960320-28 Fax : Fax 022-25960329 E mail: [email protected] 1 Corporate Information BOARD OF DIRECTORS Chairman & Managing Director C o n t e n t s Ram Chandra Agarwal Whole time Director Non Executive Independent Director Uma Agarwal Bharat Jain Surendra Kumar Agarwal Jay Prakash Shukla 1. Corporate Information 1 Rakesh Aggarwal 2. Notice 2 3. Message From the Chairman's Desk 11 4. Directors Report 13 Head-Finance & Accounts Company Secretary Group President 5. Management Discussion and Analysis Report 16 Amit Kumar Chaturvedi Arun Gupta Ambeek Khemka 6. Corporate Governance Report 33 Tax Auditors Statutory Auditors 7. Financials :- Vishal Retail Limited Chhaparia & Associates Haribhakti & Co., Balance Sheet 54 8, CAMAC Street Chartered Accountants 5th Floor, Suit - 2 42-43, Press Free House, Profit and Loss Statement 55 “Shanti Niketan Building” 215, Nariman Point Calcutta - 700017 Mumbai-400021 Cash Flow Statement 56 8. Subsidary Companies 77 VRL Consumer Goods Ltd. 78 VRL Fashions Ltd. 81 Bankers Registered Office Axis Bank Ltd. RZ-A- 95 & 96, VRL Foods Ltd. 84 SBI Limited Road No. 4, Street No. 9, VRL Movers Ltd. 87 ICICI Bank Ltd. Mahipalpur Extn., New Delhi-110037 VRL Infrastructure Ltd. 90 ING Vysya Bank Ltd. Phone : 011-30622002 9. Financials Consolidated 93 Share Transfer Agents Local Corporate Office/Investor's Service Centre Intime Spectrum Registry Limited Plot No. 7 & 18, Sector-5 C-13, Panna lal Silk Mill Compound IMT Manesar, Gurgaon (Haryana) LBS Marg, Bhandup(west), Mumbai-400078 Phone : Tel 022-25960320-28 Fax : Fax 022-25960329 E mail: [email protected] 1 N O T I C E 6. “RESOLVED THAT in accordance with the provisions of Section 81 and 81(1A) and all other applicable NOTICE IS HEREBY GIVEN THAT SEVENTH ANNUAL GENERAL MEETING OF VISHAL RETAIL LIMITED provisions, if any of the Companies Act, 1956 (including any statutory modification(s) or re- WILL HELD ON SEPTEMBER 08, 2008 AT NCUI AUDITORIUM, 3, SIRI FORT INSTITUTIONAL AREA, enactment thereof) and relevant provisions of the Memorandum of Association and Articles of KHELGAON, NEW DELHI AT 10:00 AM TO TRANSACT THE FOLLOWING BUSINESS Association of the Company, the Foreign Exchange Management Act, 1999 including the rules and regulation prescribe there under and the Issue of Foreign Currency Convertible Bonds and Ordinary Ordinary Business Shares (through Depository Receipt Mechanism) Scheme, 1993, guidelines prescribed by the 1. To receive, consider and adopt the Audited Profit and Loss account for the year ended March 31, 2008 Securities and Exchange Board of India (SEBI) and subject to such approval(s), consent(s), and the Balance Sheet as at that date together with the Report of the Board of Directors and the permission(s) and / or sanction of the Reserve Bank of India, Securities Exchange Board of India and Auditors thereon. any other appropriate authorities, institutions or bodies, as may be necessary and subject to such 2. To appoint a Director in place of Mrs. Uma Agarwal who retires by rotation and being eligible offers terms and conditions, modifications, alterations as may be prescribed and specified by any of them in herself for reappointment. granting any such approval, consent, permission or sanction, the consent, authority and approval of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the 3. To appoint a Director in place of Mr. Bharat Jain who retires by rotation and being eligible offers “Board” which term shall be deemed to include any committee thereof) to offer, issue, and allot, in the himself for reappointment course of offerings, in domestic or any Securities including Equity Shares/Shares convertible into 4. To reappoint M/s. Haribhakti & Co., Chartered Accountants as Statutory Auditors of the Company and Equity Shares, Preference Shares whether Cumulative/Redeemable/ Partly convertible/convertible to fix their remuneration. at the option of the Company and / or at the option of the holders of the Security(s), Securities partly Special Business or fully convertible into Equity Shares and / or securities linked to Equity Shares and / or any instruments or securities with or without detachable warrants secured or unsecured or such other 5. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a types of securities representing either Equity Shares or Convertible Securities (hereinafter referred to ordinary Resolution: as “Securities”) to Domestic investors, international inverstors as may be permitted by Ministry of “RESOLVED THAT pursuant to Section 94(1)(a) of the Companies Act, 1956 approval of the Finance/RBI/Foreign Investment Promotion Board/ Sebi or any other authority in future, Qualified Company be and is hereby accorded to increase the Authorised Share Capital of the Company from Institutional Buyers, Stabilizing Agent or such other entities or persons as may be decided by the Rs. 30,84,00,000 /- (Rupees Thirty Crore and Eighty Four lacs only ) divided into 2,50,00,000 Equity Board, whether or not such persons/entities/ investors are Members of the Company through shares of Rs. 10/- each and 4,00,000 Preference shares of Rs. 146/- each to Rs. 35,84,00,000/- Prospectus, Offering Letter, Circular to the general public, Placement document and / or through any (Rupees Thirty Five Crore and Eighty Four lacs only ) divided into 3,00,00,000/- Equity shares of Rs. other mode or on private placement basis as the case may be from time to time in one or more 10/- each and 4,00,000 Preference shares of Rs. 146/- each. tranches as may be deemed appropriate by the Board, for an amount not exceeding Rs. 250 Crores FURTHER RESOLVED THAT the existing clause V of the Memorandum of Association shall be (Rupees Two Hundred and fifty Crores) on such terms and conditions including but not limited to substituted by the following clause : pricing (whether at market price or at premium) , exercising green shoe option, as the Board may in its sole discretion decide” “The Authorised Share Capital of the Company is Rs. 35,84,00,000/- (Rupees Thirty Five Crore and Eighty Four lacs only ) divided into 3,00,00,000/- Equity shares of Rs. 10/- each and 4,00,000 “RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid issue of Preference shares of Rs. 146/- each.” the Securities may have all or any term or combination of terms in accordance with normal practice including but not limited to conditions in relation to payment of interest, dividend, premium or FURTHER RESOLVED THAT Mr. Surendra Kumar Agarwal, Director of the company be and is hereby redemption or early redemption at the option of the Company and / or to the holder(s) of the authorized to sign and file altered Memorandum of Association along with Form 5 with the Registrar securities and other debt service payment whatsoever and all such terms as are provided in offerings of Companies, NCT of Delhi & Haryana and take further steps as may be necessary to bring effect to of this nature including terms for issue of additional Equity Shares of variation of interest payment and the said resolution.” To pass with or without modification, the following resolution as a Special resolution: of variation of the price or the period of conversion of securities into Equity Shares or issue of Equity 2 3 N O T I C E 6. “RESOLVED THAT in accordance with the provisions of Section 81 and 81(1A) and all other applicable NOTICE IS HEREBY GIVEN THAT SEVENTH ANNUAL GENERAL MEETING OF VISHAL RETAIL LIMITED provisions, if any of the Companies Act, 1956 (including any statutory modification(s) or re- WILL HELD ON SEPTEMBER 08, 2008 AT NCUI AUDITORIUM, 3, SIRI FORT INSTITUTIONAL AREA, enactment thereof) and relevant provisions of the Memorandum of Association and Articles of KHELGAON, NEW DELHI AT 10:00 AM TO TRANSACT THE FOLLOWING BUSINESS Association of the Company, the Foreign Exchange Management Act, 1999 including the rules and regulation prescribe there under and the Issue of Foreign Currency Convertible Bonds and Ordinary Ordinary Business Shares (through Depository Receipt Mechanism) Scheme, 1993, guidelines prescribed by the 1. To receive, consider and adopt the Audited Profit and Loss account for the year ended March 31, 2008 Securities and Exchange Board of India (SEBI) and subject to such approval(s), consent(s), and the Balance Sheet as at that date together with the Report of the Board of Directors and the permission(s) and / or sanction of the Reserve Bank of India, Securities Exchange Board of India and Auditors thereon.