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Future Enterprises Ltd.

BSE: 523574 Sector: Industrials
NSE: FEL ISIN Code: INE623B01027
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VOLUME 168536
52-Week high 62.05
52-Week low 15.95
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Mkt Cap.(Rs cr) 2,483
Buy Price 50.40
Buy Qty 592.00
Sell Price 0.00
Sell Qty 0.00
OPEN 50.55
CLOSE 50.20
VOLUME 168536
52-Week high 62.05
52-Week low 15.95
P/E
Mkt Cap.(Rs cr) 2,483
Buy Price 50.40
Buy Qty 592.00
Sell Price 0.00
Sell Qty 0.00

Future Enterprises Ltd. (FEL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Twenty Ninth Annual Report of the Companytogether with the Audited financial statements for the financial year ended March 312017.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company is as follows:

(Rs. in Crore)
Particulars Financial Year Financial Year
2016-17 2015-16
Sales (Net of Taxes) 3105.03 7981.20
Other Operating Income 677.06 376.50
Other Income 231.05 47.49
Total Income 4013.14 8405.19
Profit before Depreciation exceptional Items & Tax 676.75 573.53
Less: Depreciation 633.19 546.74
Tax expense - 5.52
Profit after Tax 43.56 21.27
Total Comprehensive Income For the year 339.87 180.44

REVIEW OF PERFORMANCE

The year under review was first full year of operation post completion of theComposite Scheme of Arrangement wherein the Retail Business Undertaking of the Companywas demerged and the demerged Retail Infrastructure Business Undertaking of Future RetailLimited (FRL) (formerly known as – Bharti Retail Limited) was vested with theCompany. The previous year results contains for part of year the income from demergedRetail Business Undertaking and accordingly the results of the current financial year arenot comparable to the results of the previous financial year.

Income from operations for the current financial year under review was at Rs. 3782.09Crore which was at Rs. 8357.70 Crore during the previous financial year. Profit beforeDepreciation exceptional items and tax stood at Rs. 676.75 Crore for the financial year2016-17 which was at Rs. 573.53 Crore for the previous financial year. Profit after Taxfor the year under review was Rs. 43.56 Crore which was at Rs. 21.27 Crore for theprevious financial year.

SHARE CAPITAL

During the year under review the Company has issued and allotted 44974219 EquityShares as under:

43478261 Equity Shares issued and allotted to the Shareholders of as per theComposite Scheme of Arrangement between the Company and FRL;

1495958 Equity Shares were issues and allotted under Employees' Stock OptionScheme – 2012 to eligible Employees of the Company.

COMPOSITE SCHEME OF ARRANGEMENT

The Composite Scheme of Arrangement between the Company and Future Retail Limited(formerly known as ‘‘Bharti Retail Limited‘‘) and their respectiveShareholders and Creditors ("the FEL-FRL the Scheme") has been approvedunder the provisions of Sections 391-394 of the Companies Act 1956 read with Sections100-104 of the Companies Act 1956 and Section 52 of the Companies Act 2013. The Schemewhich provides for demerger of Retail Business Undertaking of the Company into the FutureRetail Limited "FRL" and demerger of Retail Infrastructure Business Undertakingof "FRL" and vesting into the Company with effect from Appointed Date of October31 2015 as defined in the Scheme and has been given effect on May 1 2016 ("EffectiveDate") after filing of order issued by Hon'ble High Court of Original Judicatureat Bombay with Registrar of Companies Mumbai under Ministry of Corporate Affairs.Pursuant to the scheme all the assets and liabilities pertaining to the Retail BusinessUndertaking of the Company has been demerged and vested into FRL and all the assets andliabilities pertaining to Retail infrastructure Business Undertaking of FRL has beendemerged and vested into the Company.

DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs. 0.20 (10%) perEquity Share (previous financial year Rs. 0.10 (5%) per Equity Share) and dividend of Rs.0.24 (12%) per Class B (Series 1) Share {previous financial year Rs. 0.14 (7%) per Class B(Series 1) Share} for the financial year ended March 31 2017. The said dividend shall besubject to the approval of the members at the ensuing Annual General Meeting.

The dividend if approved by the Shareholders in the Annual General meeting based onthe paid up share capital as at the date of this report entail a payout of Rs. 11.57Crore including dividend distribution tax of Rs. 1.96 Crore. The dividend is free of taxin the hands of the Shareholders.

INVESTMENTS

During the year under review the Company has made investment in Joint Venture andSubsidiaries Companies as under.

` 25.50 Crore in Future Generali India Insurance Company Limited; Rs. 14.16 Crore inFuture Generali India Life Insurance Company Limited. Further Rs. 24.35 Crore in ShendraAdvisory Services Private Limited; and Rs. 13.55 Crore in Sprint Advisory Services PrivateLimited and Rs. 8.70 Crore in Work Store Ltd. (f/k/a Staples Future Office Limited).

DIVESTMENTS

On June 28 2016 the Company divested part its stake being 12.75% shares from itstotal holding in one of its subsidiary company Future Supply Chain Solutions Limited("FSCSL"). At the end of the financial year ended March 31 2017 your Companycontinue to hold majority stake of 57.42% in FSCSL after the above referred divestment.

On December 26 2016 the Company divested its entire holding of Future LifestyleFashions Limited ("FLFL") being 16.09% of paid up capital of FLFL. FurtherCompany also divested its small holding of equity shares in Centrum Capital Limited("CCL").

DEBENTURES

During the year under review the Company has raised long term funds throughNon-convertible Debentures aggregating Rs. 1326.50 Crore. The funds were utilised for theobjects as stated at the time of raising funds. This has helped the Company to improve itsdebt maturity profile and reduce the overall cost of debt.

The Company has made timely payment of interests and principal amount as and when dueon Debentures issued by the Company. The Company has repaid the principal amount ofSecured Redeemable Non - Convertible Debentures Series- V of Rs. 418.03 together withaccrued interest thereon on March 20 2017 and Secured Redeemable Non-ConvertibleDebentures Series- VIII of Rs. 668.85 together with accrued interest thereon on March 212017.

Debentures (OCDs)

The Optionally Convertible Debentures (OCDs) issued to erstwhile Shareholders of FRLwere split between the Company and FRL as provided in the Composite Scheme of Arrangementand accordingly the Company had issued new OCDs on May 1 2016 of Rs. 98.50 Crore. TheseOCDs would be convertible into equity shares / redeemable on or before October 31 2017.

FIXED DEPOSITS FOR PUBLIC

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as at March 312017.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance along with a Certificate from the Statutory Auditorsof the Company regarding the compliance with the conditions of Corporate Governance asstipulated under Regulation 34 read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORTING

Pursuant to Listing Regulations a Business Responsibility Report is included in thisAnnual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report.

NUMBER OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year 2016-17. Thedetails of Board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

Details of Committees of the Company along with their terms of reference compositionand meetings held during the year are provided in the Corporate Governance Report whichforms part of this Annual Report.

SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES

SUBSIDIARY COMPANIES

The Company has following Subsidiaries (including step down subsidiaries) as at theend of financial year ended March 31 2017.

Futurebazaar India Limited

Futurebazaar India Limited (FBIL) is set up as the e-Retailing arm of the Future Groupfor providing on-line shopping experience through e-portal www.futurebazaar. com. YourCompany holds 100% in FBIL. FBIL is successfully operating its e-retailing business andduring the financial year ended March 31 2017 it has registered income from operationsamounting to Rs. 12 Crore and its net loss stood at Rs. 0.1 Crore.

Future Media (India) Limited

Future Media (India) Limited (FMIL) is the Group's media venture aimed at creation ofmedia properties in the ambience of consumption and thus offers active engagement tobrands and consume. FMIL offers relevant engagement through its media properties likeVisual Spaces Television and Activation. The Company holds equity capital of 93.10% inFMIL however considering the total capital comprising of convertible preference capitalthe Company's holding in the total capital of FMIL works out to 35.37%. FMIL also hasConvertible Preference Shares which has not yet been converted into equity shares. Duringthe financial year ended March 31 2017 FMIL registered income from operations amountingto ` 24 Crore and the net profit stood at Rs. 1 Crore.

Future Supply Chain Solutions Limited

Future Supply Chain Solutions Limited (FSCSL) is designed to operate in the logisticstransportation distribution and warehousing space. FSCSL provides solutions in the areasof integrated Supply Chain Management warehousing distribution and Multi Modaltransportation. Your Company has 57.42% stake in FSCSL. FSCSL has warehousing space of 3.6million square feet spread over all across India. FSCSL is currently building large scalewarehousing facilities and also increasing its presence in 3PL logistics solutions. Duringthe year ended March 31 2017 FSCSL has registered income from operations amounting toRs. 561 Crore and the earned net profit of Rs. 46 Crore.

Bluerock eServices Private Limited

Bluerock eServices Private Limited (BEPL) was incorporated to deal in the business offurniture and home furnishing under the brand "Fabfurnish". BEPL is 100%subsidiary of the Company. BEPL has earned revenue of Rs. 7 Crore and incurred net loss ofRs. 43 Crore during the year ended March 31 2017.

Future E-Commerce Infrastructure Limited

Future E-Commerce Infrastructure Limited (FECIL) is to capture the consumption spacethrough the internet as well as other technology based and digital modes and provideinfrastructure services for the same. The Company holds equity capital of 70.43% howeverconsidering total capital comprising of convertible preference capital the Company'sholding in the total capital of FECIL works out to 40.33%. FECIL also has ConvertiblePreference Shares which has not yet been converted into equity shares. During thefinancial year ended March 31 2017 FECIL registered income from operations amounting toRs. 12 Crore and the net profit stood at Rs. 1 Crore.

Work Stores Limited (f/k/a Staples Future Office Products Limited)

Work Stores Limited {(WSL) f/k/a Staples Future Office Products Limited} is designed tocapture the consumption space of office supplies office equipment and products. WSL wasformed as a Joint Venture between the Company and Staples Asia Investment Limited (asubsidiary of Staples Inc USA). Your Company holds equity capital of 61.67% in WSLhowever considering the total capital comprising of convertible preference capital theCompany's holding in the total capital of WSL works out to 62.63%. During the financialyear ended March 31 2017

WSL has registered income from operations amounting to Rs. 89 Crore and the net lossstood at Rs. 3 Crore.

Office Shop Private Limited

Office Shop Private Limited (OSPL) was incorporated to deal in the business ofdistribution services. OSPL is 100% subsidiary of WSL and accordingly is step downsubsidiary of the Company. OSPL has earned revenue of Rs. 12 Crore and incurred net lossof Rs. 2 Crore during the year ended March 31 2017.

ASSOCIATE COMPANY

Galaxy Entertainment Corporation Limited

Galaxy Entertainment Corporation Limited (GECL) is a leisure and entertainmentorganization. The Company is into operation of family entertainment gaming centers foodcourts in shopping malls and restaurants. GECL also undertakes sponsorship contracts. YourCompany has 31.55% stake in GECL. During the financial year ended March 31 2017 GECL hasregistered income from operations amounting to Rs. 42 Crore and the net loss stood at Rs.14 Crore.

JOINT VENTURES

Apollo Design Apparel Parks Limited and Goldmohur Design and Apparel Park Limited

The Company has entered into joint venture with National Textile Corporation (NTC) forthe restructuring and development of the Apollo Mills and Goldmohur Mills situated inMumbai. For the same two separate SPV companies have been created viz. Apollo DesignApparel Parks Limited (ADAPL) and Goldmohur Design and Apparel Park Limited (GDAPL). TheADAPL & GDAPL would be working for the restructuring and development of the ApolloMills and Goldmohur Mills respectively as per the memorandum of understanding and otherdocuments signed with NTC. During the financial year ended March 31 2017 ADAPL registeredincome from operations amounting to Rs. 310 Crore and earned net profit of Rs. 7 Crore.Further during the year GDAPL registered income from operations amounting to Rs. 293 Croreand earned net profit of Rs. 7 Crore.

Future Generali India Life Insurance Company Limited

Future Generali India Life Insurance Company Limited (FGI-Life) is Company's jointventure in the Life insurance sector. FGI-Life has introduced many insurance products tosuit requirements of various categories of customers. During the financial year endedMarch 31 2017 FGI-Life has registered income from operations of Rs. 708 Crore and netloss of Rs. 87 Crore.

Future Generali India Insurance Company Limited

Future Generali India Insurance Company Limited (FGI-Nonlife) is Company's jointventure in the general insurance sector. FGI-Nonlife has introduced insurance products forvarious general insurance needs of the different categories of customers. During thefinancial year ended March 31 2017 FGI-Nonlife has registered income from operations ofRs. 1088 Crore and net profit of Rs. 43 Crore.

Shendra Advisory Services Private Limited

Shendra Advisory Services Private Limited (Shendra) is a SPV with respect to theCompany's insurance arm Future Generali India Insurance Company Limited. During thefinancial year ended March 31 2017 Shendra has registered income from operations of Rs.0.1 Crore and net profit of Rs. 0.04 Crore.

Sprint Advisory Services Private Limited

Sprint Advisory Services Private Limited (Sprint) is a SPV with respect to theCompany's insurance arm Future Generali India Life Insurance Company Limited. During thefinancial year ended March 31 2017 Sprint has registered income from operations of Rs.0.002 Crore and net loss of Rs. 0.06 Crore.

A report on the performance and financial position of each of the subsidiariesassociates and joint venture companies as per the Companies Act 2013 (‘‘theAct'') is provided as Annexure-I as AOC-1 to this report forming part of this AnnualReport.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements whichis prepared in accordance with the Indian Accounting Standards prescribed by the Instituteof Chartered Accountants of India in this regard. In accordance to the provisions ofSection 136(1) of the Act the Annual Report of the Company containing therein standaloneand the consolidated financial statements of the Company and the audited financialstatements of each of the subsidiary companies have been placed on the website of theCompany – www.felindia.in. The audited financial statements in respect of eachsubsidiary company shall also be kept open for inspection at the Registered Office of theCompany during working hours for a period of 21 days before the date of ensuing AnnualGeneral Meeting. The aforesaid documents relating to subsidiary companies can be madeavailable to any Member interested in obtaining the same upon a request in that regardsmade to the Company.

DISCLOSURE REQUIREMENTS

Details of programmes for familiarization of Independent Directors with the Company areavailable on the website of the Company at the link http://felindia.in/pdf/ID_Familiarization.pdf Policy for determining material subsidiaries of the Company isavailable on the website of the Company at the linkhttp://felindia.in/pdf/Mat_Sub_Policy.pdf Policy for determining Materiality of Events ofthe Company is available on the website of the Company at the linkhttp://felindia.in/pdf/Policy_for_Determining_ Materiality_of_Events.pdf Archival policyof the Company is available on the website of the Company at the linkhttp://felindia.in/pdf/Archival_ Policy.pdf Policy for determining the code of conduct ofboard of directors and senior management personnel of the Company is available on thewebsite of the Company at the link http://felindia.in/pdf/Code_of_Conduct_for_Key_Managerial_Persons.pdf Policy on dealing with related party transactions is available onthe website of the Company at the link http:// felindia.in/pdf/RPT_Policy.pdf The Dividenddistribution policy is given as Annexure–II to this Report. The same is alsoavailable on the website of the Company at the link http://felindia.in/pdf/Dividend_Distribution_Policy.pdf The Company has formulated and disseminated a Whistle BlowerPolicy to provide Vigil Mechanism for employees and Directors of the Company to reportgenuine concerns that could have serious impact on the operations and performance of thebusiness of the Company. This Policy is in compliance with the provisions of the Act andthe regulations of the Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Act Mr. Vijay Biyani is liable to retire by rotationand being eligible offers himself for re-appointment.

The details of changes in the Board structure as follows:

Mr. Vijay Biyani Managing Director of the Company has been re-appointed as a ManagingDirector with effect from September 26 2017 for a period of three years. Additionalinformation on appointment / reappointment of directors and revision of remunerationpayable to them as required under Regulation 36 of the Listing Regulations is given inthe Notice convening the ensuing Annual General Meeting.

The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Act that they meet the criteria of independence laid down inSection 149(6) of the Act and Regulation 25 of the Listing Regulations.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of this Annual Report.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN 2012 (ESOP-2012) AND 2015 (ESOP-2015)

Future Enterprises Limited (FEL) has granted Options to eligible employees in 2014 and2015 under Employee Stock Option Scheme 2012 ("ESOP 2012") and 2015 ("ESOP2015"). In a Composite Scheme of Arrangement FEL has transferred its Retail businesscarried on under the format brands of Big Bazaar Food Bazaar e-zone Home town to FutureRetail Limited (f/k/a Bharti Retail Limited) the Composite Scheme of Arrangement has beensanctioned by the Bombay High Court in its order dated March 04 2016.

The Employee Stock Options of the Company has adjusted for the corporate actions onValue for exchange to protect the fair value of Options per option grantee and aggregatefair value of the Options.

During the under review the Nomination and Remuneration Committee has granted2322102 Stock Options to the eligible employees under FEL Employees Stock Option Plan2012 ("ESOP 2012") and 2603196 Stock Options to the eligible employees underFEL Employees Stock Option Plan 2015 ("ESOP 2015"). The applicable disclosuresas stipulated under SEBI (Share Based Employee Benefits) Regulation 2014 as on March 312017 with regard to ESOP 2012 and ESOP 2015 are provided in Annexure-III to this AnnualReport.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act 2013 an extract ofAnnual Return in prescribed format is annexed to this Report as Annexure-IV.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THEPROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

Details of Loans granted Guarantee provided and Investment made by the Company whichare covered under the provision of Section 186 of the Companies Act 2013 is provided innote no. 51 of Notes forming part of Standalone Financial Statements.

INDIAN ACCOUNTING STANDARDS (IND AS)

As mandated by the Ministry of Corporate Affairs (MCA) the Company has adopted IndianAccounting Standards ("Ind AS") from April 01 2016 with a transition date ofApril 01 2015. The Financial Results for the year 2016-2017 have been prepared inaccordance with Ind AS prescribed under Section 133 of the Companies Act 2013 read withthe relevant Rules issued thereunder and the other recognised accounting practices andpolicies to the extent applicable. The Financial Results for all the periods of 2016-2017presented have been prepared in accordance with Ind AS.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof business and on an arm's length basis.

Particulars of contracts or arrangements with related parties as required under Section134(3)(h) of the Act in the prescribed form AOC-2 is given in Annexure-V of this AnnualReport.

Disclosure of transactions with related parties as required under the applicableAccounting Standards has been made in the notes forming part of the financial statements.

DETAIL UNDER REGULATION 39(4) OF THE LISTING REGULATIONS – UNCLAIMED SUSPENSEACCOUNT

Pursuant to Regulation 39(4) read with Schedule V of the Listing Regulationspertaining to outstanding shares lying in Unclaimed Suspense Account at the beginning offinancial year under review the aggregate number of Shareholders holding Equity Sharesand Class B (Series 1) Share were 184 holding 92010 Equity shares and 9250 Class B(Series 1) shares respectively. The total Shareholders continue to remain 183 for EquityShares and for Class B (Series 1) shares holds 91510 Equity shares and 9200 Class B(Series 1) outstanding shares respectively lying in the Unclaimed Suspense Account as onMarch 31 2017. All the unclaimed shares are credited to a Demat Unclaimed SuspenseAccount and all the corporate benefits in terms of securities accruing on these unclaimedshares shall be credited to such account. The Voting rights on these shares shall remainfrozen till the rightful owner of such shares claims the shares.

MATERIAL CHANGES AND COMMITMENTS

Your Directors further state that there were no material changes have taken place thatcould have an impact on the financial position of the Company from the date of closure offinancial year under review till the date of signing of Accounts.

FUTURE OUTLOOK

The national economy is nearing per capita GDP of $2000 which has been a mile stone inother developing economies as well which have witnessed spurt in economic activities.Biggest beneficiary of this surge will be consumption sector and organised retail. TheCompany's activities and operations are linked to retail growth and hence managementbelieves that there will be increased demand for its services and products. The Companymay in future consider expansion of its services and operations to cope up with increaseddemand and also in turn increase/its profitability.

Other factors fuelling economic growth such as GST infrastructure development willalso be favourable to Company being part of organised sector.

The overall growth expected in next few years would also mean the growth of itsinvestee businesses and better valuation of its investments.

VIGIL MECHANISM

The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s) andDirectors to report to the management concerns about unethical behavior actual orsuspected fraud or violation of the code of conduct or policy/ies of the Company asadopted / framed from time to time. The mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases.

AUDITORS AND AUDITOR'S REPORT

M/s. NGS & Co. LLP Chartered Accountants (Firm Registration No. 119850W) havebeen appointed as the Statutory Auditors of the Company from the conclusion of the 26thAnnual General Meeting of the Company held on August 02 2014 till the conclusion of the29th Annual General Meeting of the Company. Accordingly the term of StatutoryAuditors is expiring at the ensuing Annual General Meeting of the Company.

In view of above the Board at its meeting held on May 19 2017 appointed M/s. DMKH& Co. Chartered Accountants (Firm Registration No. 116886W) as Statutory Auditors ofthe Company subject to approval of the Members of the Company at ensuing Annual GeneralMeeting.

Accordingly it has been recommended to appoint M/s. DMKH & Co. CharteredAccountants (Firm Registration No. 116886W) as the Statutory Auditors of the Company fora term of 5 years from the conclusion of the Twenty Ninth Annual General Meeting of theCompany. Their appointment shall be subject to further ratification by the members atevery Annual General Meeting of the Company during the said term.

The Company has received a written confirmation from the M/s. DMKH & Co. CharteredAccountants for their appointment as Auditors if made shall be in accordance with thecriteria and provisions as provided under Section 139 and 141 of the Act.

The Auditors' Report on the financial statements for the financial year ended March 312017 does not contain any qualification observation emphasis of matter or adverseremark.

SECRETARIAL AUDITOR

M/s. Virendra Bhatt Practising Company Secretary (Membership No. 1157 / Certificate ofPractice No.124) was appointed as Secretarial Auditor to conduct the secretarial audit ofthe Company for the financial year 2016-17 as required under Section 204 of the Act andRules made thereunder.

The Secretarial Audit Report for the financial year 2016-17 is appended as Annexure-VIwhich forms part of this Report.

The said Secretarial Auditors' Report does not contain any qualifications reservationsor adverse remarks.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for that year;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the annual accounts for the financial year ended March31 2017 on a going concern basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION ON FOREIGN EXCHANGE EARNINGSAND OUTGO ETC.

The particulars as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to conservation of energytechnology absorption foreign exchange earnings and outgo are provided in Annexure-VIIwhich forms part of this Annual Report.

The Company being concentrating on the domestic consumption space does not have anyspecific exports initiatives to report to members.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr. S. Doreswamy Independent Directoras Chairman of the Committee Mr. V.K. Chopra Independent Director and Ms. BalaDeshpande Independent Director as Members of the Committee. There are no instances wherethe Board did not accept the recommendations of the Audit Committee. The terms ofreference powers and roles of the Committee are disclosed in the Corporate GovernanceReport which forms part of this Annual Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting of allrisk associated with the business of the Company.

The Board has delegated responsibility to the Risk Management Committee to monitor andreview risk management assessment and minimization procedures and to develop implementand monitor the risk management plan and identify review and mitigate all elements ofrisk which the Company may be exposed to. The Audit Committee and the Board alsoperiodically review the risk management assessment and minimization procedures.

The Company has in place adequate internal financial controls with reference toFinancial Statements. Key risks and threats to the Company and internal Controls areanalyzed in the Management Discussion and Analysis which forms part of this Annual Report.

CORPORATE RESPONSIBILITY STATEMENT (CSR)

The Company has constituted a Corporate Social Responsibility Committee ("CSRCommittee") in accordance with Section 135 of the Companies Act 2013. The Board ofDirectors of the Company has based on recommendation made by CSR Committee formulated andapproved CSR Policy of the Company.

The Company has set up "Sone Ki Chidiya" Foundation Trust with an objectiveto consolidate and merge the CSR funds at Future Group level so that the combined corpusfrom all the Group entities would help in undertaking better and larger CSR initiatives.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is made in prescribed form which is annexed to this Report as Annexure-VIII.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Future Enterprises premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. The Company has an Internal Complaints Committee (ICC) which is responsiblefor redressal of complaints related to sexual harassment and follows the guidelinesprovided in the policy. ICC Conducts training workshop mainly focusing on investigationskills basic counselling skills like listening paraphrasing and dealing with biasesthrough various kind of case studies role plays activities based on real life examplesrole of ICC critical attitudes of an ICC member and Investigation process & Reportwriting etc. ICC has its presence at corporate office as well as at stores / otherlocations.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Act the Board has carried out an annual evaluationof performance of its own the Committees thereof and the directors individually.

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of the Committees and of the Board were discussed in detail. A separateexercise was carried out to evaluate the performance of individual directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsminority Shareholders etc. The performance evaluation of the independent directors wascarried out by the entire Board except the independent director being evaluated. Theperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided underAnnexure-IX which is annexed to this Report.

In terms of the provisions of first proviso to Section 197 (12) of the Companies Act2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said rules are provided inthis Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to Members of the Company.The said information is available for inspection at the registered office of the Companyduring working hours on working days up to the date of the ensuing Annual General Meeting.If any member is interested in obtaining such information such member may write to theCompany Secretary and the same will be furnished on request. The full Annual Reportincluding aforesaid information is being sent electronically to all those Members who haveregistered their e-mail addresses and is also available on the Company's website.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for thesupport and co-operation provided to your Company by its Shareholders Future Groupentities and in particular their employees regulatory authorities and its banks. YourDirectors would also like to place on record their appreciation for the efforts put in byemployees of the Company during the year.

For and on behalf of the Board of Directors
Place: Mumbai V. K. Chopra
Date : May 19 2017 Chairman

ANNEXURE I

FORM NO. AOC.1

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures (Pursuant to first proviso to Sub-Section(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014)

Part "A": Subsidiaries

(Rs. in Crore)
Sl. No. Name of the Subsidiary Companies Reporting period for the subsidiary concerned if different from the holding company's reporting period Share Capital Reserves & Surplus Total Assets Total Liabilities Investment (excluding investments in subsidiaries) Revenue From Operations Profit Before Taxation Provision for Taxation Profit After Taxation Proposed Dividend % of Share- holdings
1 Future Supply Chain Solutions Limited March 31 2017 39 254 510 217 0.01 561 58 12 46 - 57.42
2 Future Media (India) Limited March 31 2017 29 (28) 2 0.36 0 24 1 0 1 - 93.10
3 Futurebazaar India Limited March 31 2017 19 (21) 0.24 2 0 12 (0.1) 0 (0.1) - 100.00
4 Future E-Commerce Infrastructure Limited March 31 2017 51 (91) 4 44 0 12 1 0 1 - 70.42
5 Bluerock eServices Private Limited March 31 2017 23 (37) 6 20 0 7 (43) 0 (43) - 100.00
6 Work Store Limited (f/k/a Staples Future Office Products Limited) March 31 2017 6 65 96 25 1.13 89 (3) 0 (3) - 61.67
7 Office Shop Private Limited* March 31 2017 0.01 (19) 1 19 0 12 (2) 0 (2) - 61.67

Note: Revenue from Operations excludes Other Income

* 100% subsidiary of Work Store Limited

Part B: Associate And Joint Ventures

Statement pursuant to Section 129 (3) of Companies Act 2013 related to Associate &Joint Ventures

Shares of Associate/Joint Ventures held by the company on the year end

Profit/Loss for the year

S. No. Name of the Associate/ Joint Ventures Latest audited Balance Sheet Date No. Amount of Investment in Associates/ Joint Ventures (Rs. in Crore) Extent of the Holding Companies Interest(%) Description of how there is significant influence Reason why the associate/joint venture is not consolidated Net worth attributable to Share holding as per latest audited Balance Sheet (Rs. in Crore) Considered in Consolidation (Rs. in Crore) Not Considered in Consolidation
1 Apollo Design Apparel Parks Limited March 31 2017 2203500 73.73 39.00% Due to Joint Venture Agreement - 42 3 -
2 Goldmohur Design and Apparel Park Limited March 31 2017 2281500 70.38 39.00% Due to Joint Venture Agreement - 41 3 -
3 Future Generali India Insurance Company Limited March 31 2017 206550000 206.55 25.51% Due to Joint Venture Agreement - 179 9 -
4 Future Generali India Life Insurance Company Limited March 31 2017 57715020 57.72 3.83% Due to Joint Venture Agreement - 10 (2) -
5 Sprint Advisory Services Private Limited March 31 2017 192247809 192.25 49.81% Due to Joint Venture Agreement - 368 (0.03) -
6 Shendra Advisory Services Private Limited March 31 2017 111844321 111.84 49.82% Due to Joint Venture Agreement - 198 (0.02) -
7 Galaxy Entertainment Corporation Limited March 31 2017 4937935 19.25 31.55% Due to Shareholding - (5) (0.01) -

* Aggregate of the paid-up equity share capital and convertible preference sharecapital

ANNEXURE II

DIVIDEND DISTRIBUTION POLICY

Company's philosophy:

Future Enterprises strives to ensure and preserve stakeholders' value and work towardsenhancing net worth of the Company as well as overall stakeholders' value. While achievingthe above objective the Company also ensures protecting the interest of all stakeholdersincluding the society at large.

Future Enterprises looks upon good Corporate Governance practices as a key driver ofsustainable corporate growth and long term stakeholder value creation. Good CorporateGovernance Practices enable a Company to attract high quality financial and human capital.In turn these resources are leveraged to maximize long-term stakeholder value whilepreserving the interests of multiple stakeholders including the society at large. OurDividend philosophy is in line with the above principles. Our Dividend payout ratio wouldbe ranging from 25% to 60% of the earned profits for the year after adjusting any carriedforward losses. Dividend Payout ratio would be reviewed every three year and would bebased upon profitability and retained earnings and would be further subject to businessrequirements and general economic conditions. The Company will attempt to maintain aconsistent dividend record to reward Shareholders.

Declaration of Dividend:

In line with the philosophy described above the Board reviews the operatingperformance every quarter and shall strive to distribute optimum and appropriate level ofprofits in the form of interim / final dividends from time to time. All dividends aresubject to statutory regulations and approvals as applicable. Overall the dividendpayout in each year will depend upon business performance investment requirements of theannual operating plan for the year and any other strategic priorities identified by theCompany.

Per share basis:

The dividend will be declared on per share basis only.

Circumstances under which the Shareholders of the listed entities may not expectdividend:

The Board may choose not to recommend a dividend if there are important strategicpriorities which require large investments that would deplete the Company's cash reservesor uncertainties in the business performance in the near to medium term.

Financial parameters considered while declaring dividend:

The financial parameters that may be considered before declaring dividend areprofitability cash flow obligations taxation policy past dividend rates and futuregrowth and profitability outlook of the Company.

Internal and external factors considered while declaring dividend:

The Board leads the strategic management of the Company on behalf of the Shareholdersexercise supervision through direction and control and appoints various committees tohandle specific areas of responsibilities. In this endeavor the Board reviews varioustypes of information provided to it which has a bearing on declaring dividend. Keyinternal and external factors are listed below (not exhaustive):

Internal:
Annual operating plans budgets updates; Strategic updates/ financial decisions;
Capital budgets; Funding arrangements;
Quarterly and Annual results; Any other matter / risks;
Investments including Mergers and Acquisitions (M&A).
External:
Macro-economic environment; Changes in accounting policies and applicable standards;
Competition; Client related risks;
Legislations impacting business; Any other matter / risks apprehended by the Board;
Statutory restrictions.

Usage of retained earnings:

Retained earnings would be used to further the Company's business priorities. If thereare excess reserves beyond the medium to long term business requirements the retainedearnings would be distributed to Shareholders via Dividends or other means as permitted byapplicable Regulations.

Parameters that are adopted with regard to various classes of shares:

The Company would ensure compliance with statutory guidelines terms and conditions ofissue of shares of specific class and provisions contained in Article of Association. Tothe extent permitted the Company would aim for highest level of transparency andequitable treatment of all investors to all Shareholders.

ANNEXURE III

Future Enterprises Limited Employees Stock Option Plan – 2012 and 2015 (FEL ESOP– 2012 and 2015 ) of the Company as at March 31 2017.

Future Enterprises Limited (FEL) (f/k/a Future Retail Limited) has granted Options toeligible employees in 2014 and 2015 under FRL-Employee Stock Option Plan 2012("FELESOP 2012") and in 2016 under Employee Stock Option Plan 2015 ("FEL ESOP2015")

The Composite Scheme of Arrangement between the Company and Future Retail Limited andtheir respective Shareholders and Creditors ("the FEL – FRL Scheme") hasbeen approved under the provisions of Sections 391-394 of the Companies Act 1956 readwith Sections 100-104 of the Companies Act 1956 and Section 52 of the Companies Act 2013for demerger of Retail Business Undertaking of the Company into FRL and demerger ofInfrastructure Business Undertaking of the FRL and vesting into the Company with effectfrom Appointed Date of October 31 2015 as defined in the Scheme has been given effecton May 1 2016 ("Effective Date") after receipt of High Court approval.

As provided in the FRL- FEL Scheme and Employees Stock Option Plan of Company theEmployee Stock Options of the Company has adjusted for the corporate action on value forvalue exchange and hence there is no incremental benefit to the option grantee and also itdoes not result in change in aggregate Fair Value of the Options.

Sl. No. Particulars FEL ESOP 2012 and FEL ESOP 2015
A. Disclosures in terms of the Guidance note on accounting for employee share based payments issued by ICAI or any other relevant accounting standards as prescribed from time to time Refer Note No. 37 and 38 in Notes to Financial Statements
B. Diluted Earnings Per Share (EPS) on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 – Earnings Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time Refer Note No. 37 and 38 in Notes to Financial Statements

A. Disclosure with respect to Future Enterprises Limited Employees Stock Option Plan– 2012 and 2015 (FEL ESOP 2012 and FEL ESOP 2015 ) of the Company as at March 312017

FEL ESOP 2012 FEL ESOP 2015
I Date of Shareholders' approval Approved by the Shareholders dated 4 February 2013 Approved by the Shareholders dated 30 March 2015
II Total number of options approved 2500000 (Twenty Five Lac only) Equity Shares of face value of ` 2/- each + 274989 (Two Lac Seventy Four Thousand Nine Hundred Eighty Nine) Equity Shares of face value of Rs. 2/- each 7500000 (Seventy Five Lac only) Equity Shares of face value of Rs. 2/- each
III Vesting requirements Exercise period for the options under the Employees Stock Option Scheme 2012 (ESOS-2012) is immediate on Grant (since minimum vesting period has already lapsed since original grant) Options granted under FEL ESOP 2015 would vest not less than 1 year and not more than 18 months from the date of such grant
IV Exercise price or pricing formula Rs. 10 revised to Rs. 2 ` 2
V Maximum term of options granted 3 Years from the respective date of vesting of options granted 3 Years from the respective date of vesting of options granted
VI Source of shares (primary secondary or combination) Primary Primary
VII Variation in terms of options None None
VIII Method used to account for ESOP Black Scholes Method Black Scholes Method

B. The stock-based compensation cost was calculated as per the fair value method thetotal cost to be recognised in the financial statements for the year 2016-17 would be Rs.0.72 Crore.

C. Option movement during the year ended on March 31 2017

Particulars Details
FEL ESOP 2012 FEL ESOP 2015
Details Number of options outstanding at the beginning of the year 1008116 Nil
Number of options revised during the Year (280951)
Number of options granted during the year 2322102 2603196
Number of options forfeited / Cancelled /lapsed during the year 746748 Nil
Number of options vested during the year 2322102 Nil
Number of options exercised during the year 1495958 Nil
Number of shares arising as a result of exercise of options 1495958 Nil
Exercise Price 2 2
Money realized by exercise of options if scheme is implemented directly by the Company 2991916 Nil
Loan repaid by the Trust during the year from exercise price received NA N.A
Total number of options outstanding (in force) at the end of the year 806561 2603196
Number of options exercisable at the end of the year 806561 2603196
D. Weighted average Share Price of options granted during the year:
FEL ESOP 2012 FEL ESOP 2015
I Exercise price equals market price - -
II Exercise price is greater than market price - -
III Exercise price is less than market price 17.3 16.64
Weighted average Exercise Price of options granted during the year:
FEL ESOP 2012 FEL ESOP 2015
I Exercise price equals market price - -
II Exercise price is greater than market price - -
III Exercise price is less than market price 2 2
Weighted average Fair Value of options (Black Scholes) granted during the year:
FEL ESOP 2012 FEL ESOP 2015
I Exercise price equals market price - -
II Exercise price is greater than market price - -
III Exercise price is less than market price 15.3 14.98

E. Employee-wise details of options granted during the year on March 31 2017

I. Senior Managerial Personnel

Name of the Employee No. of options
FEL ESOP 2012 FEL ESOP 2015
Mr. Dinesh Maheshwari (KMP) 713133 380000
Mr. Rajesh Kalyani 195782 531941
Mr. Abhishek Jalan 199565 240903
Mr. Anurag Agarwal 433934 81671
Mr. Manoj Agarwal 80335 301860
Mr. Vinay Bhatia - 211269
Mr. Suyash Saraogi - 176056

II. Employees who were granted during any one year options amounting to 5% or more ofthe options granted during the year

Name of the Employee No. of options
FEL ESOP 2012 FEL ESOP 2015
Mr. Dinesh Maheshwari (KMP) 713133 380000
Mr. Rajesh Kalyani 195782 531941
Mr. Abhishek Jalan 199565 240903
Mr. Anurag Agarwal 433934
Mr. Manoj Agarwal - 301860
Mr. Vinay Bhatia - 211269
Mr. Suyash Saraogi - 176056

III. Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital

(excluding outstanding warrants and conversions) of the Company at the time of grants:-None

F. Method and Assumptions used to estimate the fair value of options granted during theyear The fair value has been calculated using the Black Scholes Option Pricing model TheAssumptions used in the model are as follows

FEL ESOP 2012 FEL ESOP 2015
Risk Free Interest Rate 6.41% 6.57%
Expected Life Immediate Vesting 2.75
Expected Volatility 47.00% 43.12%
Dividend 0 0
Stock Price Average price on NSE Limited on the date of grant has been considered.
Volatility Volatility was calculated using standard deviation of daily change in stock price. The historical period taken into account match the expected life of the option.
Risk-free rate of return The risk-free interest rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero coupon yield curve for Government Securities
Exercise Price Exercise Price of each specific grant has been considered
Time to Maturity Time to Maturity / Expected Life of options is the period for which the Company expects the options to be live
Expected Dividend Yield Expected dividend yield has been calculated as an average of dividend yields for five financial years preceding the date of the grant.

G. Details of the Company's Employees' Welfare Trust:

The details inter-alia in connection with transactions made by the Trust meantfor the purpose of administering the Future Enterprises Limited Employee Stock Option Plan- 2012 and 2015 are as under: i General Information of the Trust

Name of the Trust Future Enterprises Limited Employees' Welfare Trust
Details of the Trustee(s) Milestone Trusteeship Services Private Limited
Amount of loan disbursed by Company / any Company in the group during the year Nil
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year Nil
Amount of loan if any taken from any other source for which company / any company in the group has provided any security or guarantee. Nil
Any other contribution made to the Trust during the year Nil

ii. Brief details of transactions in shares by the Trust : None iii. In case ofsecondary acquisition of shares by the Trust : None

ANNEXURE – V

Form No. AOC – 2

(Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Account) Rules 2014)

This Form pertains to the disclosure of particulars of contracts/ arrangements enteredinto by the Company with related parties referred to in Sub-Section (1) of Section 188 ofthe Companies Act 2013 including certain arm's length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

There were no contracts or arrangements or transactions entered into during the yearended March 31 2017 which were not at arm's length basis.

2. Details of material contract or arrangements or transactions at arm's lengthbasis:

The details of material contracts or arrangements or transaction at arm's length basisfor the year ended March 31 2017 are as follows:

Name of the Related Parties Nature of Relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value Approvals
(Rs. in Crore) #
Future Retail Limited ("FRL") Related Party Receipt of Leasing Retail Infrastructure Assets N.A. 650 Necessary approval of Audit
Sale of various products including apparels merchandise and other products etc. N.A. 1250 Committee Board of Directors and Shareholders have been obtained by the
Providing of Corporate Guarantee in favour of lenders / bankers of FRL N.A. 4152.50 Company

# limit as sanctioned / approved by the Shareholders of the Company.

Advances in respect of related transactions being adjusted against billings/invoices.

ANNEXURE VII

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO ETC:

Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo under Section 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 are provided hereunder:

(A) Conservation of Energy :
(i) the steps taken or impact on : conservation of energy The operations of your Company are not energy intensive however adequate measures have been taken to reduce energy Consumption.
(ii) the steps taken by the company for utilising alternate sources of energy All efforts are made to use more natural lights in offices/ store premises to optimize the Consumption of energy.
(iii) the capital investment on energy conservation equipments; NIL
(B) Technology absorption :
(i) the efforts made towards technology absorption N.A.
(ii) the benefits derived like product improvement cost N.A. reduction product development or import substitution N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported; N.A.
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof.
(iv) the expenditure incurred on Research and Development. NIL

(C) Foreign exchange earnings and Outgo :

(Rs. in Crore)
Particulars 2016-17 2015-16
Total foreign exchange used 35.04 114.91
Total foreign exchange earned 24.88 62.66

ANNEXURE IX

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER Section 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

I. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the Median Remuneration of the Employees (MRE) of the Company for thefinancial year 2016-17 are as under: (Rs. in Crore)

Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2016-17 % increase in Remuneration in the Financial Year 2016-17 Ratio of remuneration of each Director to MRE for Financial Year 2016-17
(1) (2) (3=(1)/MRE)
#Mr. Kishore Biyani - Managing Director 0.21 Nil 14.18
##Mr. Rakesh Biyani - Joint Managing Director 0.21 Nil 14.16
$Mr. Vijay Biyani - Wholetime Director 1.91 30 126.07
@Mr. Dinesh Maheshwari – CFO 1.37 43 90.36
Mr. Deepak Tanna - Company Secretary 0.50 23 33.05

* The % increase has been shown in remuneration excluding stock option perquisite.

Notes:

# Resigned as Managing Director w.e.f. closing hours of May 01 2016 and designated asVice Chairman of the Company w.e.f. May 04 2016

## Mr. Rakesh Biyani resigned as Joint Managing Director and Director of the Companyw.e.f. closing hours of 01 May 2017.

$ Redesignated as Managing Director of the Company w.e.f. May 04 2016.

@ Appointed as Executive Director of the Company w.e.f. May 04 2016.

II. The MRE of the Company during the financial year 2016-17 under review Rs.151200/- as compared to Rs. 129764/- previous Financial Year 2015-16.

III. The increase in MRE in the financial year 2017 as compare to the financial year2016 is 17%

IV. There were 1025 permanent employees on the rolls of Company as on March 31 2017;

V. Average percentage increase/ decrease made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2015-16 was 9% whereas there wasincrease of 35% in the managerial remuneration for the same financial year for existingManagerial Personnel.

VI. The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.