DIRECTORS' REPORT

To

The Members,

AVENUE SUPERMARTS LIMITED

Your Directors have pleasure in presenting the Fifteenth Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2015.

1.                  FINANCIAL STATEMENTS and RESULTS:

a.      Financial Results:

The Company's performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

                                          (Rs. in lacs)

Particular	For the financial year ended 31st March, 2015	For the financial year ended 31st March, 2014
Income	645,439.66	469,931.79
Less: Expenses	613,290.09	445,695.98
Profit/ (Loss) before tax	32,149.57	24,235.81
Less: Provision for tax	11,011.02	8,272.56
Income Tax of earlier years w/off	-	-
Exception Income	-	-
Exception expenditure	-	-
Profit after Tax	21,138.55	15,963.25

b.      Operations:

Your Company has recorded yet another year of exponential growth even at a time of a highly competitive environment in the Retail Sector. Your Company has opened Fourteen new stores during the year under review adding up the total number of Stores to 89.

The Income from Operations has increased to Rs. 645,439.66 Lacs as against the previous year's income of Rs.469,931.79 Lacs, registering a steady growth of 37.34 % on a year over year basis. The Company has earned a Net Profit of Rs. 21138.55 Lacs.

There was no change in nature of the business of the Company, during the year under review.

c.       Dividend:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

d.      Transfer to Reserves:

Pursuant to The Companies (Share Capital and Debentures ) Rules , 2014 (�Rules') issued by the Ministry of Corporate Affairs an amount of Rs 5.68 Crores has been transferred to Debenture Redemption Reserve from the profits of the year.

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review other than the mentioned above. Hence, the remaining amount of profit for the financial year under review has been carried forward to the Statement of Profit and Loss.

e.      Report on Performance of Subsidiaries, Associates and Joint Venture Companies:

The performance and financial position of each of the subsidiaries and associates for the year ended 31st March 2015 is attached and marked as Annexure I and forms part of this Report.

f.       Revision of Financial Statement:

There was no revision of the financial statements for the year under review.

g.      Particular of Contracts or Arrangement with Related Parties:

The details of transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Annexure II and forms part of this Report.

h.      Particulars of Loans, Guarantees, Investments And Securities:

Full particulars of loans, guarantees, investments and securities provided during the financial year under review along with the purposes for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been furnished in Annexure III which forms part of this report.

i.        Disclosure under Section 62(1)(B) of the Companies Act, 2013:

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, details of equity shares issued under Employees Stock Option Scheme during the financial year under review is furnished in Annexure IV attached herewith which forms part of this Report.

2.                  Matters Related to Directors And Key Managerial Personnel:

a)      Board of Directors and Key Managerial Personnel:

Mr. Elvin Machado(DIN: 07206710) was appointed as additional Director of the Company on 10th June, 2015 to hold office upto the date of ensuing Annual General Meeting. The Company has received notices from shareholders along with requisite deposits proposing the candidature of Mr. Elvin Machado for appointment as Director at the ensuing Annual General Meeting.

Mr. Elvin Machadohas been appointed as the Whole-time Director of the Company for a period of three years commencing from 10th June, 2015 pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013.

None of the Directors of the Company has resigned as Director of the Company.

In accordance with the provisions of the Act, Independent Director is not liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ramakant Baheti retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

b.      Declarations by Independent Directors:

The Company has received declarations from Mr. Ramesh Damani, Independent Director under Section 149(6) of the Companies Act, 2013 confirming his independence vis-�-vis the Company.

3.                  DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a.      Board Meetings:

The Board of Directors met 16 times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Sr. No.	Date of the Meeting	Total Strength of the Board	No. of Directors present.
1	25th April 2014	4	2
2	2nd May 2014	4	3
3	4th June 2014	4	4
4	5th August 2014	4	4
5	11th August 2014	4	4
6	19th August 2014	4	3
7	8th September 2014	4	3
8	27th October 2014	4	2
9	15th November 2014	4	4
10	20th November 2014	4	3
11	29th December 2014	4	3
12	8th January 2015	4	3
13	7th February 2015	4	4
14	10th March 2015	4	3
15	24th March 2015	4	2
16	31st March 2015	4	3

b.      Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Nomination and Remuneration Committee comprises of:

1.   Mr. Ramesh Damani-           Independent Director

2.   Mr. Ramakant Baheti            -           Whole Time Director

3.   Mrs. Manjri Chandak            -           Director

The members of Nomination and Remuneration committee met 5 times during the year. The details of meetings are as follows:

Sr. No	Date of the Meeting	Total Strength of the Committee	No. of Members present.
1.	11th April 2014	3	3
2.	4th August 2014	3	3
3.	5th September 2014	3	3
4.	7th February 2015	3	3
5.	10th March 2015	3	3

The Board on recommendation of the Nomination and Remuneration Committee has approved a policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees in accordance with the provisions of Section 178 of the Act. The Nomination and Remuneration Policy of the Company is attached herewith as Annexure V.

c.       Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The scope and composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1.      Mr. Ramesh Damani-           Independent Director

2.      Mr. Ramakant Baheti            -           Whole Time Director

3.      Mrs. Manjri Chandak            -           Director

The members of audit committee met 6 times during the year. The details of meetings are as follows:

Sr. No	Date of the Meeting	Total Strength of the Committee	No. of Members present.
1.	25th April 2014	3	3
2.	5th August 2014	3	3
3.	11th August 2014	3	3
4.	27th October 2014	3	3
5.	15th November 2014	3	3
6.	7th February 2015	3	3

d.      Stakeholders Relationship Committee:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mrs. Manjri Chandak and Mr. Ramakant Baheti.

Mrs. Manjri Chandak has been appointed the Chairman of the Stakeholders' Relationship Committee. The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

e.      Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed �Vigil Mechanism Policy� for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f.       Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

g.      Corporate Social Responsibility Policy and Committee:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

1.   Mr. Ramesh Damani-             Independent Director

2.   Mr. Ramakant Baheti            -             Whole Time Director

3.   Mrs. Manjri Chandak            -             Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure VI.

The CSR Policy of the Company is available on the Company's website.

h.      Annual Evaluation of Directors, Committee and Board:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 the Board assessed and evaluated the effectiveness of its functioning and that of the Committees and of the individual Directors by seeking their inputs on various aspects of the Board/Committee Governance. The Nomination and Remuneration Committee (NRC) and the Board have reviewed the performance of the individual Directors including Independent Director and the Chairman on the basis of criteria such as contributions at the meetings, their preparedness, inputs, etc. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

i.        Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

j.        Director's Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a.      in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b.      such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for that year;

c.       proper and sufficient care was taken 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 fraud and other irregularities;

d.      the annual accounts of the Company have been prepared on a going concern basis;

e.       proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

4.                  AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a.      Observations of Statutory Auditors on Accounts for the year ended 31st March 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b.      Secretarial Audit Report for the year ended 31st March 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Rathi and Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s Rathi and Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. As regards the observation pertaining to non-appointment of  Independent Director by the Company during the Financial Year 2014-15, it may be noted that the Board of Directors has been constantly making efforts for identifying a suitable person having requisite professional qualification, knowledge and experience commensurate with the operations of the Company and who fulfills the criteria as specified under Section 149(6) read with Schedule IV of the Companies Act 2013 for Independent Director for appointment on the Board of Directors of the Company. The Directors are reasonably optimistic for compliance with the said statutory requirement shortly.

c.       Appointment of Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Dalal and Shah, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the appointment of M/s. Dalal and Shah, Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d.      Internal Audit and Control:

Mr. Rajan Arora, Internal Auditor of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5.                  OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a.      Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure VII which forms part of this Report.

b.      Conservation of Energy, Technology Absorption and Foreign Exchange Earnings  and Outgo: 

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure VIII which forms part of this Report.

6.                  GENERAL:

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

1.         Deposits covered under Chapter V of the Act;

2.         No material changes and/ or commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report;

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

4.         There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

5.         There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 as the Company did not create any such scheme during the year;

6.         Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from the holding company;

7.                  ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.   

By the order of the Board 

AVENUE SUPERMARTS LIMITED

Ignatius Navil Noronha                                                                    Ramakant Baheti      

Managing Director                                                                           Whole-time Director

DIN: 01787989                                                                                  DIN: 00246480

Place: Mumbai

Date: 28th August, 2015

Registered Office:

AnjaneyaCHS Limited, Orchard Avenue                

Opp. Hiranandani Foundation School,

Powai. Mumbai � 400 076

CIN: U51900MH2000PLC126473

Tel No. : 022-40496500         Fax No. : 022-40496503

Mail: info@dmartindia.com  Website: www.dmartindia.com

ANNEXURE I

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES

(Information in respect of each subsidiary/ Associate Companies/ Joint Venture Companies to be presented with amounts in Rs)

1	Name of the subsidiary/Joint Venture/Associate Companies	ALIGN RETAIL TRADES PRIVATE LIMITED	AVENUE FOOD PLAZA PRIVATE LIMITED	NAHAR SETH and JOGANI DEVELOPERS PRIVATE LIMITED
2	Reporting period for the subsidiary concerned, if different from the holding company's reporting period	Same as of the Holding Company	Same as of the Holding Company	Same as of the Holding Company
3	Reporting currency and Exchange rate as on the last date of the relevant Financial Year in the case of foreign subsidiaries.	N.A	N.A	N.A
4	Share capital	2,00,00,000	1,00,000	10,00,000
5	Reserves and Surplus	3,29,35,000	3,71,65,808	44,31,486
6	Total Assets	49,04,47,000	3,84,41,541	10,69,81,917
7	Total Liabilities	49,04,47,000	3,84,41,541	10,69,81,917
8	Investments	NIL	Nil	Nil
9	Turnover	390,43,96,000	5,56,46,895	75,00,000
10	Profit before taxation	89,87,000	1,11,40,454	60,76,376
11	Provision for taxation	28,58,000	36,11,414	16,33,654
12	Profit after taxation	61,29,000	75,29,040	44,42,722
13	Proposed Dividend	NIL	Nil	Nil
14	% of shareholding	100%	100%	90%

Notes:The following information shall be furnished at the end of the statement:
Names of subsidiaries which are yet to commence operations.

By the order of the Board 

AVENUE SUPERMARTS LIMITED

Ignatius Navil Noronha                                                        Ramakant Baheti      

Managing Director                                                               Whole-time Director

DIN: 01787989                                                                      DIN: 00246480

ANNEXURE II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis

Name(s) of the related party and nature of relationship	NA	NA	NA	NA
Nature of contracts/arrangements/transactions	NA	NA	NA	NA
Duration of the contracts / arrangements/transactions	NA	NA	NA	NA
Salient terms of the contracts or arrangements or transactions including the value, if any	NA	NA	NA	NA
Justification for entering into such contracts or arrangements or transactions	NA	NA	NA	NA
Date(s) of approval by the Board	NA	NA	NA	NA
Amount paid as advances, if any	NA	NA	NA	NA
Date on which the special resolution was passed in general meeting as required under first proviso to section 188	NA	NA	NA	NA

2. Details of material contracts or arrangement or transactions at arm's length basis:

                                                                                                                                    (In Lacs)

Name(s) of the related party and nature of relationship	Align Retail Trades Pvt Ltd � Wholly-owned Subsidiary	Avenue Food Plaza Pvt Ltd � Wholly-owned Subsidiary	Nahar Seth and Jogani Developers Pvt Ltd � Subsidiary	Ignatius Navil Noronha KMP	Ramakant Baheti KMP
Nature of contracts/ arrangements/ transactions	Purchase of Goods, Rental Income, Interest Income, Reimbursement of expenses, Loans and Advances	Rental Income	Rental Expenses	Remuneration	Remuneration
Duration of the contracts / arrangements/transactions	Purchase of goods for five years, Rental Income for 5 years and 3 years	Rental Income for 3 years	Rental Income for 3 years	Annually	Annually
Salient terms of the contracts or arrangements or transactions including the value, if any	Goods delivered as per specification of worth Rs. 38,970.33/-, Rental Income earned of Rs. 8.16/-, Interest Income earned of Rs. 245.28/-, Reimbursement of expenses of Rs. 108.72/-.	Rental Income earned during the year of Rs. 12.01/-	Rental Expenses of Rs. 84.27/-	Remuneration being paid annually of Rs. 1354.50/- and to act under the supervision of the Board of Directors.	Remuneration being paid annually of Rs. 440.80/- and to act under the supervision of the Board of Directors.
Date(s) of approval by the Board, if any	11th August, 2014	11th August, 2014	04th March 2014	25th April, 2014	25th April, 2014
Amount paid as Advances / Loans / Deposits, if any	Rs. 1523.06 (Advances)		Rs.5.21	N.A	N.A

By the order of the Board 

AVENUE SUPERMARTS LIMITED

Ignatius Navil Noronha                                                                    Ramakant Baheti      

Managing Director                                                                           Whole-time Director

DIN: 01787989                                                                                  DIN: 00246480

ANNEXURE III

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details for loans and investments:                                                                   (Rs. in lacs)

Name of the party	Natureand Purpose of transactions	Amount at the beginning of the year	Transactions during the year	Balance at the end of the year
Align Retail Trades Pvt. Ltd. (Wholly-owned subsidiary)	Loan Given	357.26	1523.06	1880.32
Align Retail Trades Pvt. Ltd. (Wholly-owned subsidiary)	Investment	200.00	-	200.00
Avenue Food Plaza Pvt. Ltd. (Wholly-owned subsidiary)	Loan Given	27.05	-	27.05
Avenue Food Plaza Pvt. Ltd. (Wholly-owned subsidiary)	Investment	1.00	-	1.00
Nahar Seth and Jogani Developers Pvt. Ltd.	Investment	9.00	-	9.00

Details for guarantees given:                                                                                    (Rs. in lacs)

Name of the party	Purpose for giving corporate guarantee	Amount of guarantee
Align Retail Trades Pvt. Ltd.	Working Capital	1600.00

By the order of the Board 

AVENUE SUPERMARTS LIMITED

Ignatius Navil Noronha                                                                   Ramakant Baheti     

Managing Director                                                                           Whole-time Director

DIN : 01787989                                                                                 DIN : 00246480

ANNEXURE IV

Disclosure of details pertaining to the shares allotted under Employees Stock Option Scheme under the provisions of Section 62(1)(b) of the Companies Act, 2013 during the year under review:

Options granted	42,76,800
Options vested	41,51,800
Options exercised	41,51,800
The total number of shares arising as a result of exercise of option	41,51,800
Options lapsed	1,25,000
The exercise price	Rs 17/-
Variation of terms of options	None
Money realized by exercise of options	7,05,80,600
Total number of options in force	None
Employee wise details of options granted to:
-          Key Managerial Personnel	Nil
-          Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	Nil
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	Nil

In case if the voting rights are not directly exercised, to provide additional details as specified in Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014.

ANNEXURE V

NOMINATION AND REMUNERATION POLICY OF AVENUE SUPERMARTS LIMITED

Introduction:

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.

Objectives of the Committee:

The Committee shall:

        i.            Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

      ii.            Formulate the criteria for evaluation of Independence of a Director

    iii.            Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

    iv.            Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

      v.             

Effective Date:The following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 25th April, 2014. This policy shall be operational with immediate effect.

Definitions:

�    "Board":-Board means Board of Directors of the Company.

�    "Director�:-Director means Director of the Company appointed in accordance with the Companies Act, 2013.

�    "Committee":-Committee means Nomination and Remuneration Committee of the   Company as constituted or reconstituted by the Board, from time to time.

�    "Company":- Company means Avenue Supermarts Limited.

�   "Independent Director":- As provided under the Companies Act, 2013, An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director,�

a)      who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

      (i) who is or was not a promoter of the company or its holding, subsidiary or associate             company;

            (ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

b)      who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

c)      none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

d)     who, neither himself nor any of his relatives�

            (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to     be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of�

                       (A) a firm of auditors or company secretaries in practice or cost auditors of the                  company or its holding, subsidiary or associate company; or

                      (B) any legal or a consulting firm that has or had any transaction with the           company, its holding, subsidiary or associate company amounting to ten per cent.        or more of the gross  turnover of such firm;

            (iii) holds together with his relatives two per cent. or more of the total voting power of                         the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit-organisation that receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or

e)      who possesses such other qualifications as may be prescribed.

� "Key Managerial Personnel":- Key Managerial Personnel (�KMP') means-

(i)        the Chief Executive Officer or the managing director or the manager;

(ii)      the Company Secretary;

(iii)    the Whole-Time Director;

(iv)    the Chief Financial Officer; and

(v)      such other officer as may be prescribed under the applicable statutory provisions / regulations.

�"Senior Management":- The expression ��senior management'' means 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.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Applicability:-

The Policy is applicable to

�    Directors (Executive and Non Executive)

�    Key Managerial Personnel

�    Senior Management Personnel

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute/ re-constitute the Committee from time to time in order to make it consistent with the Company's policy and applicable statutory requirement. At present, the Nomination and Remuneration Committee comprises of following Directors:

1.      Mr. Ramesh Damani                               Independent Director

2.      Ms. Manjri Chandak                               Director

3.      Mr. Ramakant Baheti                              Whole-time Director

General Appointment Criteria:

i.              The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.

ii.         The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made thereunder, or any other enactment for the time being in force.

iii.       The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder, and any other enactment for the time being in force which is applicable to the Company.

Additional Criteria for Appointment of Independent Directors:

The Committee shall consider qualifications for Independent Directors as mentioned in herein earlier under the head 'Definitions' and also their appointment shall be governed as per the provisions of Section 149 of the Companies Act, 2013 (as amended from time to time).

Term / Tenure:

The Term / Tenure of the Directors shall be determined by the Committee in accordance with the provisions of the Companies Act, 2013 and rules made there under as amended from time to time.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Criteria for Evaluation of Independent Director and the Board:

Following are the Criteria for evaluation of performance of Independent Directors and the Board:

The Directors including Independent Directors shall be evaluated on the basis of the following criteria i.e whether they:

(a)          act objectively and constructively while exercising their duties;

(b)         exercise their responsibilities in a bona fide manner in the interest of the          company;

(c)          devote sufficient time and attention to their professional obligations for informed and balanced decision making;

(d)         do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(e)          refrain from any action that would lead to loss of his independence

(f)           inform the Board immediately when they lose their independence,

(g)  assist the company in implementing the best corporate governance      practices,
(h) strive to attend all meetings of the Board of Directors and the    Committees;

(i) participate constructively and actively in the committees of the Board in                        which theyare members;

(j) strive to attend theBoard, Committee and general meetings of the company;

(k) keep themselves well informed about the company and the external                  environment inwhich it operates;

(l) do not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(m) moderate and arbitrate in the interest of the company as a whole, in                 situations of conflict between management and shareholder's interest,

(n) abide by Company's Memorandum and Articles of Association, company's      policiesand procedures including code of conduct, insider trading  guidelines etc.

Board diversity:

The Board of Directors may have the combination of Directors from the different areas / fields like production, Management, Quality Assurance, Finance, Sales and Marketing, Supply chain, Research and Development , Human Resources etc or as may be considered appropriate.

Remuneration:

The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director and KMP to the Board for their approval.

The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the company successfully. The relationship of remuneration to performance should be made clear and should meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

1.      Managing Director/Whole-time Director

Besides the above Criteria, the Remuneration/ compensation/ commission etc to be paid to Managing Director/Whole-time Director etc shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2.      Non executive Directors

The Non- Executive Director may receive sitting fees for attending meetings of Board or Committee thereof.

3.      KMPs / Senior Management Personnel etc

The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

4.      Directors' and Officers' Insurance

Where any insurance is taken by the Company on behalf of its Directors, KMPs/ Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel Unless otherwise specifically provided under the Act.

ANNEXURE VI

Annual Report on CSR Activities

1.      A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web- link to the CSR policy and projects and programs.

The CSR Policy of the Company includes improving the quality of education by implementing holistic �school excellence program' consisting education intervention, promoting education and providing educational opportunity to girls from socially and economically disadvantaged communities who do not have access to schooling.

CSR Policy of the Company is available in our website.

2.   The composition of the CSR Committee.

      Mr. Ramesh Damani- Member      

      Mr. Ramakant Baheti            - Member      

      Mrs. Manjri Chandak            - Member

3.   Average Net Profit of the Company for last three financial years: Rs. 103,74,37,667/-

4.   Prescribed CSR Expenditure (two percent of the amount as per item 3 above): Rs. 2,07,48,753/-

5.   Details of CSR spent during the financial year;

(a) Total amount to be spent for the financial year; Rs. 2,16,42,000/-

(b) Amount unspent if any; Nil

(c) Manner in which the amount spent during the financial year is detailed below:

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
S. No.	CSR Project or activity identified	Sector in which the project is covered	Project or programs (1) Local area or other      (2) Specify the state and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs sub heads: (1) Direct Expenditure on projects and programs   (2) Overheads:	Cumulative expenditure up to the reporting period	Amount spent Direct or through implementing agency*
1	Implementation of School Excellence Programme	Education	Mumbai, Maharashtra	80.00 Lacs	77.13 Lacs	77.13 Lacs	Direct
2	Computer Education	Education	Mumbai, Maharashtra	20.00 Lacs	16.40 Lacs	16.40 Lacs	Guruji World Solutions Pvt Ltd. and Pratham Info Tech
3	Student and Parent Counseling, Teachers Training and capacity building	Education	Mumbai, Maharashtra	4.25 Lacs	4.25 Lacs	4.25 Lacs	Growth Centre
4	Remedial Classes for 10th Standard to  provide extra support to students.	Education	Mumbai, Maharashtra	3.00 Lacs	2.1 Lacs	2.1 Lacs	Growth Centre
5	Running Balwadies in 20 Schools  for develop-ing pre-school foundation in association with MCGM Mumbai.	Education	Mumbai, Maharashtra	20.00 Lacs	16.54 Lacs	16.54 Lacs	Direct
6	Educating girl child in the age group of 6-14yrs from economically backward classes and rural areas	Education	Jaunpur  UP, Pakur Jharkhand, Murshidabad West Bengal	50.00 Lacs	50.00 Lacs	50.00 Lacs	IIMPACT
7	Providing liberal education and setting up infrastructure for the University.	Education	Haryana	50.00 Lacs	50.00 Lacs	50.00 Lacs	International Foundation for Research and Education
	Total			227.25 Lacs	216.42 lacs	216.42 lacs

* Give details of the Implementing Agency:

  6.   In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report - NA

 7.    A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

We hereby state that implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Managing Director

Chairman CSR Committee

ANNEXURE VII

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.                   REGISTRATION AND OTHER DETAILS:

CIN	:	U51900MH2000PLC126473
Registration Date	:	12th May 2000
Name of the Company	:	Avenue Supermarts Limited
Category / Sub-Category of the Company	:	Company Limited by shares/ Indian Non-Government Company
Address of the Registered office and contact details	:	Anjaneya CHS Ltd, Orchard Avenue, Opp. Hiranandani Foundation School, Powai, Mumbai � 400076
Whether listed company	:	No
Name, Address and Contact details of Registrar and Transfer Agent, if any:	:	Link Intime India Pvt Ltd C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai � 400 078 Tel: 022-225963838

II.                PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be   stated:-

Sl. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Retail sale in non-specialized stores	471	100%

III.             PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and address of the Company	CIN / GLN	Holding / subsidiary / associate	% of shares held	Applicable section
1	Avenue Food Plaza Private Limited Anjaneya CHS Ltd, Orchard Avenue, Opp. Hiranandani Foundation School, Powai, Mumbai � 400076	U55200MH2004PTC146827	Wholly-owned Subsidiary	100%	2(87) of Companies Act, 2013
2	Align Retail Trades Private Limited Anjaneya CHS Ltd, Orchard Avenue, Opp. Hiranandani Foundation School, Powai, Mumbai � 400076	U52190MH2006PTC164826	Wholly-owned Subsidiary	100%	2(87) of Companies Act, 2013
3	Nahar Seth and Jogani Developers Private Limited 903, Dalamal House, 206, J.B.Marg, Nariman Point, Mumbai-400021	U45201MH2014PTC253497	Subsidiary	90%	2(87) of Companies Act, 2013
4	Avenue E-Commerce Limited Anjaneya CHS Ltd, Orchard Avenue, Opp. Hiranandani Foundation School, Powai, Mumbai � 400076	U74120MH2014PLC259234	Associate	44.44%	2(6) of Companies Act, 2013

I            SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i.         Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year	No. of Shares held at the end of the year	% Change during the year
	Demat	Physical	Total	% of Total Shares	Dem at	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a)Individual/HUF	-	395205000	395205000	72.28	-	394160000	394160000	70.19	-2.09
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	-	88750000	88750000	16.23	-	88750000	88750000	15.80	-0.43
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any other	-	30000000	30000000	5.49	-	30000000	30000000	5.34	-0.15
Sub-total(A)(1):	-	513955000	513955000	94.00	-	512910000	512910000	91.34	-2.66
(2) Foreign
a) NRIs - Individuals	-	-	-	-	-	-	-	-	-
b) Other � Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks / FI	-	-	-	-	-	-	-	-	-
e) Any other	-	-	-	-	-	-	-	-	-
Sub-total (A)(2):	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A) = (A)(1)+(A)(2)	-	513955000	513955000	94.00	-	512910000	512910000	91.34	-2.66
B. Public Shareholding
(1) Institutions	-	-	-	-	-	-	-	-	-
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
c) Central Govt	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-
e)Venture Capital Funds	-	-	-	-	-	-	-	-	-
f)Insurance Companies	-	-	-	-	-	-	-	-	-
g) FIIs	-	-	-	-		-	-	-	-
h)Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(1):	-	-	-	-	-	-	-	-	-
(2)Non-Institutions
a) Bodies Corp.
i) Indian	-	-	-	-	-	-	-	-	-
ii) Overseas	-	-	-	-		-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	-	10560146	10560146	1.93	-	16736496	16736496	2.98	1.05
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	-	22237734	22237734	4.07	-	31896184	31896184	5.68	1.61
c) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total(B)(2):	-	32797880	32797880	6.00	-	48632680	48632680	8.66	2.66
Total Public Shareholding (B)=(B)(1)+(B) (2)	-	32797880	32797880	6.00	-	48632680	48632680	8.66	2.66
C. Shares held by Custodian for GDRs and ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	-	546752880	546752880	100.00	-	561542680	561542680	100.00	-

ii.         SHAREHOLDING OF PROMOTERS:

Sl. No.	Shareholder's Name	Shareholding at the beginning of the year	Share holding at the end of the year
		No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged / encumbered to total shares	% change in share holding during the year
1	Radhakishan S. Damani	282955000	51.75	-	281930000	50.21	-	-1.54
2	Gopikishan S. Damani	75000000	13.72	-	74980000	13.35	-	-0.37
3	Shrikantadevi R. Damani	22250000	4.07	-	22250000	3.96	-	-0.11
4	Kirandevi G.Damani	15000000	2.74	-	15000000	2.67	-	-0.07
5	Bright Star Investments Pvt.   Ltd.	88750000	16.23	-	88750000	15.80	-	-0.43
6	Trusts	30000000	5.49	-	30000000	5.34	-	-0.15
	Total	513955000	94.00	-	512910000	91.34	-	-2.67

iii.         CHANGE IN PROMOTERS' SHAREHOLDING:

Sl. No.		Shareholding at the beginning of the year	Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	Radhakishan S. Damani
	At the beginning of the year	282955000	51.75
	Decrease (Transfer)	08/09/2014	(220000)	-0.04	282735000	51.71
	Decrease (Transfer)	20/11/2014	(95000)	-0.02	282640000	51.69
	Decrease (Transfer)	10/03/2015	(615000)	-0.11	282025000	51.58
	Decrease(Transfer)	31/03/2015	(95000)	-0.02	281930000	50.21
	At the End of the year	N.A	N.A	281930000	50.21
2	Gopikishan S. Damani
	At the beginning of the year	75000000	13.72
	Decrease (Transfer)	20/11/2014	(20000)	-0.004	74980000	13.35
	At the End of the year	N.A	N.A	74980000	13.35
3	Shrikantadevi R. Damani	22250000	4.07
		No Change
	At the End of the year	NA	NA	22250000	4.07
4	Kirandevi G.Damani	15000000	2.74
		No Change
	At the End of the year	NA	NA	15000000	2.67
5	Bright Star Investments Pvt.   Ltd.	88750000	16.23
		No Change
	At the End of the year	NA	NA	88750000	15.80
6	Trusts	30000000	5.49
		No Change
	At the End of the year	NA	NA	30000000	5.34

iv.         SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

Sl. No.		Shareholding at the beginning of the year	Cumulative Shareholding during the year
	For each of the Top 10 Shareholders	No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	Mrs. Kajal Ignatius Noronha
	At the beginning of the year	900000	0.16	900000	0.16
	Decrease(Transfer)	31/03/2015	(145000)	-0.03	755000	0.134
	At the End of the year	N.A	N.A	755000	0.134
2	Mr. Dheeraj Kampani
	At the beginning of the year	454400	0.083
	Allotment	24/03/2015	218100	0.039	672500	0.120
	At the End of the year	N.A	N.A	672500	0.120
3	Mr. Varun Kabra
	At the beginning of the year	Nil
	Increase (Transfer)	10/03/2015	615000	0.112	615000	0.110
	At the End of the year	N.A	N.A	615000	0.110
4	Mrs. Rekha Baheti	575000		575000	0.102
5	Mr. Rajan Arora
	At the beginning of the year	400000	0.073
	Allotment	24/03/2015	156000	0.028	556000	0.099
	At the End of the year	N.A	N.A	556000	0.099
6	Mr. Sadanand M. Padhye
	At the beginning of the year	333825	0.061
	Allotment	24/03/2015	152900	0.027	486725	0.087
	At the End of the year	N.A	N.A	486725	0.087
7	Mr. Hitesh Shah
	At the beginning of the year	273000	0.050
	Allotment	24/03/2015	189200	0.034	462200	0.082
	At the End of the year	N.A	N.A	462200	0.082
8	Mr. Rajesh Jain
	At the beginning of the year	385900	0.071
	Allotment	24/03/2015	53500	0.010	439400	0.078
	At the End of the year	N.A	N.A	439400	0.078
9	Mr. Ajay Naik
	At the beginning of the year	255300	0.047
	Allotment	24/03/2015	175100	0.031	430400	0.077
	At the End of the year	N.A	N.A	430400	0.077
10	Mr. Elvin Machado
	At the beginning of the year	275200	0.050
	Allotment	24/03/2015	136200	0.024	411400	0.073
	At the End of the year	N.A	N.A	411400	0.073
11	Mrs. Saroj Chandak
	At the beginning of the year	600000	0.110
	Decrease(Transfer)	10/03/2015	(260000)	0.048	340000	0.061
	At the End of the year	N.A	N.A	340000	0.061
12	Mr. N Bhaskaran
	At the beginning of the year	282400	0.052
	Decrease(Transfer)	08/01/2015	(100000)	-0.018	182400	0.033
	Allotment	24/03/2015	203500	0.036	385900	0.069
	At the End of the year	N.A	N.A	385900	0.069

v.         SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl. No.		Shareholding at the beginning of the year	Cumulative Shareholding during the year
	For each of the Directors and KMP	No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	Mr. Ignatius Noronha
	At the beginning of the year	8725000	1.60
	Allotment	24/03/2015	5000000	0.89	13725000	2.44
	Decrease(Transfer)	31/03/2015	(25000)	(0.00)	13700000	2.44
	At the End of the year	N.A	N.A	13700000	2.44
2	Mr. Ramakant Baheti
	At the beginning of the year	1925000	0.35
	Allotment	24/03/2015	1250000	0.22	3175000	0.57
	At the End of the year	N.A	N.A	3175000	0.57
3	Mrs. Ashu Gupta
	At the beginning of the year	50000	0.01
	Allotment	24/03/2015	50000	0.01	100000	0.02
	At the End of the year	N.A	N.A	100000	0.02

II.    INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

                                                                        (Rs. in lakhs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i)    Principal Amount	62,390.78	-	-	62,390.78
ii)   Interest due but not paid	-	-	-	-
iii)  Interest accrued but not due	455.36	-	-	455.36
Total (i+ii+iii)	62,846.14	-	-	62,846.14
Change in Indebtedness during the financial year
�         Addition	49,500.00	-	-	49,500.00
�         Reduction	23,139.57	-	-	23,139.57
Net Change	26,360.43	-	-	26,360.43
Indebtedness at the end of the financial year
i)   Principal Amount	88,751.21	-	-	88,751.21
ii)  Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	1,511.62	-	-	1,511.62
Total (i+ii+iii)	90,262.83	-	-	90,262.83

III.  REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A.     Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Rs. in lakhs)

Sl. No.	Particulars of Remuneration	Name of MD/ WTD/ Manager	Total Amount
		Ignatius Navil Noronha, Managing Director	Ramakant Baheti, Whole-Time Director
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	1,354.50	440.80	1,795.30
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	-	-	-
	- as % of profit	-	-	-
	- others, specify	-	-	-
5	Others, please specify	-	-	-
	Total (A)	1,354.50	440.80	1,795.30
	Ceiling as per the Act	3,537.51.00