Directors Report of Valuemart Retail Solutions Ltd.

Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT of VALUEMART RETAIL SOLUTIONS LIMITED together with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS:

Particulars For the year ended For the year ended March 31, 2013 March 31, 2012 (Rs. In Lakhs) (Rs. In Lakhs)

Revenue from operations

Continuing operations 0.00 0.00

Discontinuing operations 0.70 1.56

Other Income 0.10 10.93

Total Income 0.80 12.49

Total Expenditure 22.63 30.99

Loss before Tax (21.83) (18.50)

Provision for Taxation --- ---

Net Loss After Tax (21.83) (18.50)

Profit / Loss brought forward (3.12) 15.38

Balance carried forward (24.95) (3.12)

Paid-up Share Capital 279.85 119.85



OPERATING PERFORMANCE

During the year under review, the Company temporarily suspended its commercial activities due to a delay in raising funds. Hence, the Company''s revenue primarily consists of income from discontinuing operation i.e., interest on Housing Loans. The income generated during the year was Rs. 0.70 Lakhs against Rs. 1.56 Lakhs during the previous year. The non-operating income amounts to Rs. 0.10 Lakhs compared to Rs. 10.93 Lakhs in the previous year. The total Expenditure incurred by the Company has reduced to Rs. 22.63 Lakhs from Rs. 30.99 Lakhs in the previous year. However, the Company has incurred a loss of Rs. 21.83 Lakhs in the current year as compared to a loss,of Rs. 18.50 Lakhs in the previous year.

BUSINESS PROSPECTS

Your Company plans to diversify into the Retail Solutions space and will offer B2C solutions, RFID Solutions, Smartcards and Web based solutions for Retail & Financial Services sectors.

Your Company has discontinued all Business activities relating to Real Estate, Property, Infrastructure Development and Housing Finance.

DIVIDEND

In view of losses incurred by the Company, the Board of Directors expresses its inability to declare any Dividend during the current year.

PUBLIC DEPOSITS

Your Company has not invited / accepted / renewed any deposits from public during the financial year.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(A) of the Companies Act, 1956 read with the rules prescribed thereunder are NIL, since no employee is drawing remuneration in excess of the limits prescribed under the said Rules.

LISTING

The annual listing fees for the year under review have been paid to Bombay and Bangalore Stock Exchanges where your Company''s shares are listed.

SUBSIDIARY COMPANY

Your Company has divested its entire holding in Valuemart Travel Solutions Private Limited to the Promoters, Mr. Rajendra Singh Bhati and Mr. Sanjay Bhan in April 2012.

PREFERENTIAL ALLOTMENT

On February 8, 2013, the Company has allotted 16,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 38/- per share to Non-Promoters and select Strategic Investors with a lock-in period of one year from the date of issue of shares. The said shares are listed at the Bombay Stock Exchange (BSE) and Bangalore Stock Exchange (BgSE) with effect from March 13, 2013.

With this allotment, the Paid-up Capital of the Company has been increased to Rs. 279.85 Lakhs. The funds received on the said allotment have been utilised for the purposes mentioned in the Explanatory Statement to the Notice of the Extra-Ordinary General Meeting. Pursuant to the above mentioned allotment, the shareholding of the promoters, Valuemart Retail (India) Limited has reduced to 18.47%. Hence, the company has ceased to be a subsidiary of Valuemart Retail (India) Limited.

CONSERVATION OF ENERGY

Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, pertaining to employees who are in receipt of remuneration exceeding Rs. 24,00,000/- per annum and Rs. 2,00,000/- per month when employed for part of the year, is not applicable to the Company.

Disclosures regarding conservation of energy under the aforesaid Rules are:

a) Conservation of energy Not applicable

b) Technology absorption Not applicable

c) Foreign Exchange earnings outgo : NIL

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, Compliance Certificate from Mr. P. K. Pande, Practising Company Secretary, Bangalore is annexed to this report. There are no adverse comments requiring remedial action by the management.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, we confirm

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 income and expenditure of the Company for that period;

(iii) that the directors had 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 frauds and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

On 30.05.2013, the Board of Directors has appointed Mrs. Babli Khanna and Mr. Karan Kalusing Vishwakarma as Additional Directors of the Company. Your approval is being sought for the appointment of the said Directors at the ensuing Annual General Meeting.

AUDITORS:

M/s. Sreenivasan & Govardhan, Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the required certificate under Section 224(1 B) of the Companies Act, 1956. The Shareholders are requested to appoint the auditors and fix their remuneration.

ACKNOWLEDGEMENTS:

The Board places on record its appreciation for the continued support rendered by the Company''s Shareholders, Business Partners and Associates, Bankers and the Government during the year under report.



For and on behalf of the Board of Directors of

VALUEMART RETAIL SOLUTIONS LIMITED



Bangalore C. K. VASUDEVAN C. K. PRABHAKARAN

August 14, 2013 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2012

Dear Members,

The Directors take pleasure in presenting the Twenty Seventh Annual Report of VALUEMART RETAIL SOLUTIONS LIMITED (Formerly Residency Projects and Infratech Limited) together with the Audited Statement of Accounts for the year ended March 31st, 2012.

FINANCIAL RESULTS:

For the year ended For the year ended March 31, 2012 March 31, 2011 (Rs. In Lakhs) (Rs. In Lakhs)

Total Income 12.50 3.97

Total Expenditure 31.00 4.69

Profit before Tax -18.50 -0.72

Provision for Tax - -

Profit after Tax -18.50 -0.72

Profit brought forward 15.38 28.00

Appropriations:

General Reserve - 0.75

Proposed Dividend (including Dividend Tax) - 11.14

Balance carried forward -3.12 15.38

OPERATING PERFORMANCE

During the year under review, your Company generated a total income of Rs. 12.50 Lakhs against Rs. 3.97 Lakhs in the previous year, of which, the non-operating income amounts to Rs. 10.97 Lakhs, as compared to the Rs. 2.10 Lakhs earned during the previous year. Total Expenditure in the current year increased to Rs. 31.00 Lakhs from Rs. 4.69 Lakhs in the previous year. However, your Company has incurred a loss of Rs. 18.50 Lakhs as compared to a loss of Rs. 0.72 Lakhs in the previous year.

Your Company has discontinued all Business activities relating to Real Estate, Property, Infrastructure Development and Housing Finance.

BUSINESS PROSPECTS:

Your Company plans to diversify into the Retail Solutions space and will offer B2C solutions, RFID Solutions, Smartcards and Web based solutions for Retail & Financial Services sectors. To explore the new business opportunities, the Company has obtained the unanimous approval of the Shareholders through Postal Ballot conducted during June 2011, the Main Objects Clause in the Memorandum of Association were altered to reflect the new activities of the Company. The results of the same were announced by the Chairman on 25th June, 2011.

Your Company has also forayed into the fast growing Travel and Hospitality sectors through the acquisition of BonVoyage.in, a leading Bangalore based online travel portal. The portal has been merged with Valuemart Travel Solutions Private Limited, a wholly owned subsidiary of the Company. The Company plans to invest additional funds in this space to extend its national footprint and set up offices and travel lounges across the country.

DIVIDEND:

In view of inadequate profits, the Board Directors expresses its inability to declare any Dividend for the financial year.

PUBLIC DEPOSITS:

Your Company has not invited/ accepted/ renewed any deposits from public during the financial year.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(A) of the Companies Act, 1956 read with the rules prescribed thereunder are NIL, since no employee is drawing remuneration in excess of the limits prescribed under the said Rules.

LISTING:

The annual listing fees for the year under review have been paid to Bombay and Bangalore Stock Exchanges where your Company''s shares are listed.

CHANGE OF NAME:

To reflect the change in the line of activity, the Company has, at the Extraordinary General Meeting held on 07th May 2011, approved the change of name of the Company from Residency Projects and Infratech Limited to Valuemart Retail Solutions Limited. The same has been approved by the Registrar of Companies, Bangalore and a Fresh Certificate of Incorporation dated 22nd July, 2011 to this effect has been issued.

SUBSIDIARY COMPANY:

Your Company has acquired a 100% stake in Valuemart Travel Solutions Private Limited pursuant to a Memorandum of Understanding dated 25th May, 2011 with the Promoters, Mr. Rajendra Singh Bhati and Mr. Sanjay Bhan thereby making it a wholly owned subsidiary of the Company.

The Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 in respect of subsidiaries and the Consolidated Accounts of the Company and its newly acquired subsidiary viz., Valuemart Travel Solutions Private Limited are presented as a part of this Report in accordance with Accounting Standard 21.

CONSERVATION OF ENERGY:

Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Disclosures regarding conservation of energy under the aforesaid Rules are:

a) Conservation of energy : Not applicable

b) Technology absorption : Not applicable

c) Foreign Exchange earnings outgo : NIL

COMPLIANCE CERTIFICATE:

As required under Section 383 A of the Companies Act, 1956, Compliance Certificate from Mr. P. K. Pande, Practising Company Secretary, Bangalore is attached as Annexure to this report. There are no adverse comments requiring remedial action by the management.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, we confirm

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 income and expenditure of the Company for that period;

(iii) that the directors had 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 frauds and other irregularities;

(iv)That the directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

On 30.05.2012, your Directors have appointed Mr. C. K. Prabhakaran as an Additional Director of the Company. Your approval is being sought for the same at the ensuing Annual General Meeting.

Mr. S. M. Manivannan, Director expressed his desire to resign from the Board of Directors of the Company. The same was accepted by the Board with effect from 14.08.2012. Your Directors appreciate and acknowledge his contributions to the Company.

AUDITORS:

M/s. Sreenivasan & Govardhan, Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the required certificate under Section 224(1 B) of the Companies Act, 1956. The Shareholders are requested to appoint the auditors and fix his remuneration.

ACKNOWLEDGEMENT:

The Board places on record its appreciation of the dedicated services rendered by the employees and the support extended by the bankers and shareholders of the Company during the year under report.

For and on behalf of the Board of Directors of

Valuemart Retail Solutions Limited

BANGALORE C.K. VASUDEVAN C. K. PRABHAKARAN

25.08.2012 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2011

The Directors take pleasure in presenting the Twenty Sixth Annual Report together with the Audited Statement of Accounts for the year ended March 31st, 2011.

FINANCIAL RESULTS:

For the year ended For the year ended March 31, 2011 March 31, 2010 (Rs. In Lakhs) (Rs. In Lakhs)

Total Income 3.97 10.57

Total Expenditure 4.69 6.19

Profit before Tax -0.72 4.38

Provision for Tax - 1.35

Profit after Tax -0.72 3.03

Profit brought forward 28.00 25.72

Appropriations:

General Reserve 0.75 0.75

Special Reserve - -

Proposed Dividend (including Dividend Tax) 11.14 -

Balance carried forward 15.39 28.00

OPERATING PERFORMANCE

During the year under review, your Company generated a total income of Rs. 3.97 Lakhs against Rs. 10.57 Lakhs in the previous year. Income from other loans dropped from Rs. 8.13 Lakhs in the previous year to NIL in the current year. Total Expenditure in the current year reduced to Rs. 4.69 Lakhs against Rs. 6.19 Lakhs in the previous year. Your Company has incurred a loss of Rs. 0.72 Lakhs as compared to a profit after tax of Rs. 3.03 lakhs in the previous year.

During the year, your Company did not take up any Business activities relating to Real Estate, Property and infrastructure Development.

The Company has stopped Housing Finance Activity since 2008. In view of the proposed changes in the activities of the company and the cessation of the NBFC activity your directors have deemed it fit to transfer the balance in Special Reserve to General Reserve and make it available as a free reserve.

DIVIDEND:

Your Company was established on 16.10.1985 and completed 25 years on 15.10.2010. To mark the occasion, your Directors have recommended a special dividend of Re 1/- (10%) per share.

BONUS:

Your Directors have recommended a Bonus issue of shares by capitalising the reserves in the ratio of 1:4 (1 equity share of Rs. 10/- each for every 4 shares held) to commemorate the SILVER JUBILEE YEAR of the Company.

CHANGE IN PROMOTERS:

M/s Valuemart Retail (India) Limited acquired a 59.86% stake from the Ranka Family, erstwhile promoters of your Company vide Share Purchase Agreement dated 18.11.2010. The acquirers made an open offer to the public shareholders of the Company and acquired a further 11.95% stake taking their total shareholding to 71.81%. M/s Valuemart Retail (India) Limited are the new promoters of your Company.

DIRECTORS:

Pursuant to the change in ownership, the representatives of the Ranka family resigned from the Board of Directors of your Company.

Mr B.H. Ranka, the Founder/ Director of your Company resigned from the Board on 16.12.2010. Mr Champalal G Bafna, Mr Kantilal G Bafna and Mr Arun B Ranka also resigned as Directors. Your Directors acknowledge and appreciate their contribution to the growth of the Company.

On 16.12.2010, your Directors appointed Mr C K Vasudevan, Mr M. Manivannan and Mr P K Pande as Additional Directors of the Company. On 07.04.2011, Mr C. K Vasudevan was appointed as Managing Director w.e.f 01.04.2011. The appointment was approved by the Shareholders at the Extraordinary General Meeting held on 07th May 2011. Your approval is being sought for the appointment of Mr M. Manivannan and Mr P.K. Pande as Directors of the Company

AUDITORS:

Pursuant to the change in management, M/s Kothari & Kothari, Chartered Accountants resigned as Statutory Auditors of the Company. At the Extraordinary General Meeting of the shareholders held on 07th May 2011, M/s Sreenivasan & Govardhan, Chartered Accountants, Bangalore, were appointed as Statutory Auditors to fill the casual vacancy.

M/s Sreenivasan & Govardhan, Chartered Accountants, Bangalore, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

BUSINESS PROSPECTS:

Your Company plans to diversify into the Retail Solutions space and will offer B2C solutions, RFID Solutions, Smartcards and Web based solutions for Retail & Financial Services sectors. The Business plans envisaged require funds for setting up operations and to create income generating assets. The Authorised Capital has been increased to facilitate raising additional funds.

CHANGE OF NAME:

At the Extraordinary General Meeting held on 07th May 2011, the shareholders approved the change of name of the Company from Residency Projects & Infratech Limited to Valuemart Retail Solutions Limited to reflect the new service offerings of the Company. The process is underway and is likely to be completed shortly.

CHANGE IN OBJECTS CLAUSE:

At the Extraordinary General Meeting held on 07th May 2011, the shareholders approved the resolution for the changes to be made in the Objects Clause in the Memorandum of Association of the Company subject to the confirmation of the members by Postal Ballot. The Company has appointed Mr K H Ramamurthi, practising Company Secretary as scrutinizer for the Postal Ballot Process. The Postal Ballot process is underway and the last date for receiving the ballots is June 15th 2011. The process will be completed by 20th June 2011.

COMPLIANCE CERTIFICATE:

As required under Section 383 A of the Companies Act, 1956, Compliance Certificate from a Practising Company Secretary is attached as Annexure to this report. There are no adverse comments requiring remedial action by the management.

PUBLIC DEPOSITS:

Your Company has not invited/ accepted/renewed any deposits from public during the financial year.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(A) of the Companies Act, 1956 read with the rules prescribed thereunder are NIL, since no employee is drawing remuneration in excess of the limits prescribed under the said Rules.

EXPLANATION TO CERTAIN COMMENTS IN THE ANNEXURE TO THE AUDITORS REPORT:

CONSERVATION OF ENERGY:

Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Disclosures regarding conservation of energy under the aforesaid Rules are:

a) Conservation of energy : Not applicable

b) Technology absorption : Not applicable

c) Foreign Exchange earnings outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2A) of the Companies Act, 1956, we confirm

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 income and expenditure of the Company for that period;

(iii) that the directors had 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 frauds and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board places on record its appreciation of the dedicated services rendered by the employees and the support extended by the bankers and shareholders of the Company during the year under report.





On behalf of the Board



C.K. VASUDEVAN S.M. MANIVANNAN MANAGING DIRECTOR DIRECTOR

BANGALORE 30.05.2011

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Mar 31, 2010

The Directors take pleasure in presenting their Twenty Fifth Annual Report together with the Audited Statement of Accounts for the year ended March 31,2010.

FINANCIAL RESULTS:

For the year ended For the year ended

March 31,2010 March 31,2009

(Rs. in Lakhs) (Rs. in Lakhs)

Turnover 10.57 9.26

Profit before Tax 4.38 2.77

Provision forTax 1.35 0.87

Profit afterTax 3.03 1.90

Profit brought forward 25.72 24.57

Appropriations:

General Reserve 0.75 0.75

Special Reserve - -

Proposed Dividend (including Dividend Tax) - -

Balance carried forward 28.00 25.72



OPERATING PERFORMANCE

Your Company has earned a profit after tax of Rs. 3.03 Lakhs as compared to Rs. 1.90 Lakhs in the previous year.

Your Company yet to takeup new Business activities relating to Real Estate, Property and Infrastructure Development.

DIRECTORS

Mr. B.H. Ranka resigned as Chairman & Managing Director w.e.f. 15.4.2010 and continue as

Director of the Board.

In accordance with the Articles of Association, Shri Kantilal G. Bafna, Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS

M/s. Kothari and Kothari, Chartered Accountants, Bangalore, Statutory Auditors of the Company, retire at the conclusion of the ensuing annual general meeting and are eligible for reappointment.

COMPLIANCE CERTIFICATE

As required under Section 383 A of the Companies Act, 1956, Compliance Certificate from a Practising Company Secretary is attached as Annexure to this Report.

PUBLIC DEPOSITS :

Your Company has not invited/accepted/renewed any deposits from public during the financial year.

PARTICULARS OF EMPLOYEES

Particulars of employees as requried under Section 217(A) of the Companies Act, 1956 read with the rules prescribed thereunder are NIL, since no employee is drawing remuneration in excess of the limits prescribed under the said Rules.

EXPLANATION TO CERTAIN COMMENTS IN THE ANNEXURETOTHE AUDITORS REPORT: SI.No. 3(b) of the Annexure

The Company had granted loan at an interest rate of 9% per annum. Considering the low rate of interest being offered on fixed deposits by banks, the interest rate of 9% per annum earned by the Company is more favorable. As on 31.3.2010, the Loans have been repaid in full by the Parties.

CONSERVATION OF ENERGY

Rule 2 of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Disclosures regarding conservation of energy under the aforesaid Rules are;

a) Conservation of energy Not applicable

b) Technology absorption Not applicable

c) Foreign Exchange earnings outgo : NIL

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2A) of the Companies Act, 1956, we confirm

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 income and expenditure of the Company for that period;

(iii) that the directors had 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 frauds and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Board places on record its appreciation of the dedicated services rendered by the employees and the support extended by the bankers and shareholders of the Company during the year under report.

On behalf of the Board



BANGALORE KANTILALG. BAFNA B.H.RANKA

31-07-2010 DIRECTOR DIRECTOR