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Future Retail Ltd.

BSE: 540064 Sector: Others
NSE: FRETAIL ISIN Code: INE752P01024
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VOLUME 282673
52-Week high 592.70
52-Week low 116.10
P/E 48.18
Mkt Cap.(Rs cr) 25,303
Buy Price 513.60
Buy Qty 1.00
Sell Price 513.65
Sell Qty 138.00
OPEN 518.30
CLOSE 515.45
VOLUME 282673
52-Week high 592.70
52-Week low 116.10
P/E 48.18
Mkt Cap.(Rs cr) 25,303
Buy Price 513.60
Buy Qty 1.00
Sell Price 513.65
Sell Qty 138.00

Future Retail Ltd. (FRETAIL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Tenth Annual Report of the Company togetherwith the Audited Financial Statements for the financial year ended March 31 2017.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

(Rs. in Crore)

Particulars Financial Year Financial Year
2016-17 2015-16
Revenue from Operations 17075.09 6845.13
Other Income 23.80 18.22
Total Revenue 17098.89 6863.35
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense 400.86 51.85
Less: Depreciation and Amortization expense 32.58 36.76
Profit / (Loss) Before Tax 368.28 15.09
Less: Tax expense - -
Profit / (Loss) After Tax 368.28 15.09
Other Comprehensive Income for the year (2.69) (0.77)
Total Comprehensive Income for the year 365.59 14.32
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic and Diluted (in Rs. ) 7.81 0.69

REVIEW OF PERFORMANCE

During the financial year the Company had a total income of Rs. 17098.89 Crore. Thetotal expenditure during the financial year amounted to Rs. 16730.61 Crore therebyresulting Profit Before Tax of Rs. 368.28 Crore.

We have a pan India presence with 901 stores in 240 cities in India as of March 312017 and total retail space of approximately 13.8 million sq. ft. for various formats ofour Company. As on March 31 2017 we have 235 Big Bazaar stores 54 fbb stores 7Foodhall stores 538 easyday stores 37 Home Town stores and 30 eZone stores. Our retailformat business is supported by various other businesses operated by Future Groupcompanies and through Future Group companies investments in various ventures includingbranded fashion food and FMCG insurance warehousing and logistics media textiles andonline retailing.

Our retail formats primarily comprises of value business and home business. In ourvalue business our formats include (i) "Big Bazaar" a hypermarket format thatcombines the "see - touch - feel" of Indian bazaars with the choice andconvenience of modern retail; (ii) "fbb" an affordable fashion destination;(iii) "Foodhall" a premium supermarket; (iv) "easyday" convenientand neighborhood stores which offers the pre-packed vegetables and fruits to theconsumers FMCG and daily use products. In our home business we operate (i) "Home

Town" a one-shop destination for home improvement; and

(ii) "eZone" a consumer durable and electronics chain.

SCHEME OF ARRANGEMENT

a) Composite Scheme of Arrangement between the Company and Future Enterprises limitedand their respective Shareholders and Creditors ("FRL - FEL Scheme")

The Composite Scheme of Arrangement between the Company and Future Enterprises Limited("FEL" - formerly known as Future Retail Limited) and their respectiveShareholders and Creditors ("the FRL - FEL 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 for demergerof Retail Business Undertaking of FEL into the Company and demerger of InfrastructureBusiness Undertaking of the Company and vesting into FEL with effect from Appointed Dateof October 31 2015 as defined in the said Scheme and has been given effect on May 12016 ("Effective Date") after receipt of Hon'ble High Court approval.Pursuant to the same all the assets and liabilities pertaining to the Retail BusinessUndertaking of FEL has been demerged and vested into the Company and all the assets andliabilities pertaining to Infrastructure Business Undertaking of the Company has beendemerged and vested into FEL.

b) Composite Scheme of Arrangement among Heritage Foods Limited and Heritage FoodsRetail Limited and the company and their respective shareholders and creditors("Heritage scheme")

The Composite Scheme of Arrangement among Heritage Foods Limited ("TransferorCompany" or "HFL") and Heritage Foods Retail Limited ("TransfereeCompany" or "Demerged Company" or "HFRL") and the Company andtheir respective Shareholders and Creditors under Sections 391-394 and Sections 100-103 ofthe Companies Act 1956 and/or Sections 230-232 and Section 66 of the Companies Act 2013(as applicable) and Section 52 of the Companies Act 2013 ("Heritage Scheme")inter-alia involving demerger of the Retail Business Undertaking of HFL throughits wholly owned subsidiary HFRL into the Company has been given effect on May 19 2017 ("EffectiveDate - Demerger") after receipt of approval of National Company Law TribunalBench at Hyderabad and Mumbai on May 03 2017 and May 11 2017 respectively. The AppointedDate under Heritage Scheme for Demerger was close of business on March 31 2017.

Pursuant to the Heritage Scheme the Retail Business Undertaking of HFRL has beentransferred to and vested in the Company. As consideration for the demerger the Companywill issue 17847420 (One Crore Seventy Eight Lakh Forty Seven Thousand Four Hundred andTwenty) equity shares of the face value of Rs. 2/- (Rupees Two) each fully paid-up tothe shareholders of HFRL (i.e. HFL).

The shareholders of HFRL (i.e. HFL) have agreed to share with the Company an upside onthe realization out of the shares of the Company subject to certain broad terms andconditions.

c) Composite Scheme of Arrangement Between the Company and Bluerock eServices PrivateLimited and Praxis Home Retail Private Limited and their respective Shareholders("Home Town Scheme")

The Board of Directors of the Company have approved the Composite Scheme of Arrangementbetween the Company and Bluerock eServices Private Limited ('BSPL' or Rs. Second DemergedCompany') and Praxis Home Retail Private Limited ('PHRPL' or Rs. Resulting Company') andtheir respective Shareholders ("Home Town Scheme") under Sections 230-232read with Section 66 of the Companies Act 2013 and other applicable provisions of theCompanies Act 2013 in their meeting held on April 20 2017. The Scheme inter-aliainvolves demerger of Home Retail Business of the Company into PHRPL with effect from thecommencement of business on August 1 2017.

Pursuant to the Home Town Scheme the Home Retail Business of the Company carried onthrough Home Town Stores would be transferred to and vested in PHRPL. As a considerationfor the said demerger PHRPL would issue 1 fully paid up Equity Share of Rs. 5/- eachfully paid up to the shareholders of the Company for every 20 fully paid up shares of Rs.2/- each held by the Shareholders in the Company on Record Date to be fixed by theCompany. Post issue of such shares the equity shares of PHRPL would be listed on thestock exchanges viz BSE & NSE (subject to listing permission) and the shareholdingpattern of PHRPL would be identical to that of the Company.

The Home Town Scheme also provides for demerger of e-Commerce Home Retail Business fromBSPL into PHRPL and for which PHRPL shall issue 630000 9% Redeemable Preference Sharesof Rs. 100/- each to the shareholders of BSPL as consideration for Demerger. The AppointedDate for Demerger of e-Commerce Home Retail Business is April 15 2016.

The Home Town Scheme would be given effect on receipt of requisite approvals from theapplicable statutory authorities.

EQUITY SHARE CAPITAL

During the year under review the Company has issued and allotted in aggregate428334478 Equity Shares as under:

• Pursuant to FRL - FEL Scheme

Pursuant to the FRL - FEL Scheme becoming Effective the Shareholders of FEL who wereholding equity or Class B (Series-1) shares on Record Date i.e. May 12 2016 wereallotted Equity Shares of the Company in the ratio as mentioned in the Scheme (i.e. 1Equity Share of Rs. 2 each for each equity share or Class B (Series-1) shares held inFEL). Accordingly on May 18 2016 the Company allotted 427860296 Equity Shares to theexisting Shareholders of FEL.

• Pursuant to FRL - ESOP Plan 2016

During the year under review the Company has made allotment of total 474182 EquityShares of Rs. 2/- each to concerned employees of the Company upon exercise of the vestedoptions granted to the said employees under Future Retail Limited Employee Stock OptionPlan - 2016 (FRL ESOP - 2016). None of the employee is in receipt of Equity Sharesexceeding 1% of Equity Share capital of the Company against the vested options exercisedby them under FRL ESOP - 2016. The breakup of allotment of 474182 equity shares is asfollows:

• 467558 Equity Shares of Rs. 2/- each allotted on January 19 2017; and

• 6624 Equity Shares of Rs. 2/- each allotted on March 21 2017.

BUSINESS OUTLOOK

We have developed well recognized formats like Big Bazaar fbb Foodhall easyday HomeTown and eZone. Due to the recognition and acceptability of these formats we have beenable to develop pan India presence with a loyal consumer base as of March 31 2017 ofapproximately 30 million members across various formats. As our business is driven byconsumer spending we believe that our presence across India and wide consumer base ensurethat we are well positioned to grow our business.

A focused first-full year of pure-play asset light retail business has opened doors tohuge opportunities across our large & small stores. Deployment of technology tools inthe last few years & on a continued basis has given the Company a concrete directionwith which we feel lot more confident to begin our next phase of journey armoured with Rs.Data'. Consumption Data through an unparalleled reach to over approx 300 million uniquecustomers across 901 stores on a truly pan-India basis is the key business driver as weset ourselves for the next few years.

Our unique extensions in form of Future Pay wallet Membership & Loyalty driveacross formats are redefining our customer connect and increasing the relevance tocustomers by many folds. This would allow us to have deeper share of their consumptionspends and bring in new customers in our fold with a higher consistency.

Our process of reimagining retail was extended with Big Bazaar GEN NXT across largemetros and fbb stores at select locations. Many of them have already become shoppingdestinations and we believe the differentiation allows us to cater to aspiring Indiansmore effectively and increases the productivity of our stores.

We are more closer to integrating our retail stores with advanced supply-chaincapabilities technology-enabled processes differentiated assortments including world-foods overall membership experience and many more services to usher in a unique model forour neighbourhood stores. The next few years are defining for us and we are dedicated towork towards making it a success.

DIVIDEND

Due to accumulated losses of previous years and further with a view to preserve theprofits of current year for future prospectus the Board of Directors of the Company wereunable to recommend any Dividend during the financial year 2016-17.

INVESTMENTS AND DISINVESTMENTS

During the year under review the Company has made nominal investment in Future SupplyChain Solutions Limited and has not divested any investment.

FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any fixed deposits from the public and as such no amounton account of principal or interest on deposits from public was outstanding as at March31 2017.

DEBENTURES

Pursuant to FRL - FEL Scheme the Optionally Convertible Debentures as standing in thebooks of pre-demerged entity was splitted between the two Companies as per the assets andliabilities transferred for the Retail Business Undertaking and Retail InfrastructureBusiness Undertaking. Accordingly the Company issued 1542 10% Optionally ConvertibleDebentures of Rs. 10 lakh each (hereinafter referred to as "OCDs") aggregatingto

' 154.20 Crore to M/s. Cedar Support Services Limited entity not forming part ofPromoter Group. These OCDs are convertible into equity shares of the Company at the optionof issuer.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with a certificate from Statutory Auditors ofthe 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 (hereinafterreferred to as "Listing Regulations") forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Listing Regulations a Business Responsibility Report is included and formspart of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

M/s. NGS & Co. LLP Chartered Accountants (Firm Registration No. 119850W) have beenappointed at last AGM for a period of 5 (Five) years from the conclusion of the NinthAnnual General Meeting till the conclusion of the Fourteenth Annual General Meeting of theCompany. However their appointment shall be subject to ratification by the Members inevery Annual General Meeting during the said term.

The Company has received a written confirmation from the Auditors that the ratificationof their appointment for the next financial year if made shall be in accordance with thecriteria as provided under Section 141 of the Companies Act 2013 ("the Act").

Auditors' Report

The Auditors' Report on the Financial Statement for the financial year ended March 312017 is issued with unmodified opinion and does not contain any qualification reservationor adverse remark.

Secretarial Auditor

Ms. Bindu Darshan Shah (Membership No. A20066 / CP No. 7378) Proprietor: K. Bindu& Associates Practising Company Secretaries was appointed as Secretarial Auditor toconduct the secretarial audit of the Company for the financial year 2016-17 as requiredunder Section 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2016-17 is appended as Annexure - Iwhich forms part of this Report. The said Secretarial Audit Report doesn't contain anyqualifications reservations or adverse remarks.

POLICIES & DISCLOSURE REQUIREMENTS

Details of programs for familiarization of Independent Directors with the Company areavailable on the website of the Company at the link http://www.futureretail.co.in/pdf/ID_Familiarization.pdf

Policy for determining material subsidiaries of the Company is available on the websiteof the Company at the link http://www.futureretail.co.in/pdf/Mat_Sub_Policy. pdf

Policy for determining Materiality of Events of the Company is available on the websiteof the Company at the link http://www.futureretail.co.in/pdf/Policy_for_Determining_Materiality_of_Events.pdf

Policy for archival of documents of the Company is available on the website of theCompany at the link http:// www.futureretail.co.in/pdf/Archival_Policy.pdf

The code of conduct for the Board of Directors and Senior Management personnel of theCompany is available on the website of the Company at the link

http://www.futureretail.co.in/pdf/Code_of_Conduct_for_

Key_Managerial_Persons.pdf

Policy on dealing with related party transactions is available on the website of theCompany at the link http:// www.futureretail.co.in/pdf/RPT_Policy.pdf

The Dividend distribution policy is given as Annexure - II to this Report. The same isalso available on the website of the Company at the link http://futureretail.co.in/pdf/Dividend_Distribution_Policy.pdf

The Company has established a Whistle Blower Policy to provide Vigil Mechanism forstakeholders of the Company to report genuine concerns that could have serious impact onthe operations and performance of the business of the Company. This Policy is incompliance with the provisions of the Act and Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of changes in the structure of Board and various Committees were disclosed inour earlier report for the year ended March 31 2016. We are pleased to inform you that onApril 20 2017 Ms. Sridevi Badiga was appointed as an Additional (Independent) Directorfor a period of Five (5) years subject to the approval of Shareholders of the Company.

Ms. Sridevi Badiga holds office upto the date of the forthcoming Annual General Meetingof the Company. The Company has received separate notice from a member signifying itsintention to propose Ms. Sridevi Badiga as candidate for the office of Director of theCompany at the forthcoming Annual General Meeting.

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

The Company has received necessary disclosure and confirmation from concernedDirector(s) in connection with their appointment / re-appointment. Additional informationon appointment / re-appointment of

Directors as required under Regulation 36 of the Listing Regulations is given in theNotice 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.

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.

number OF meetings OF THE BOARD

During the year under review total Eight (8) meetings of the Board were held detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport.

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 Chairperson of the Audit Committee in exceptional cases.

subsidiary joint venture holding company

AND ASSOCIATE COMPANIES

There is no subsidiary or joint venture or associate company of our Company during theyear under review.

M/s. Cedar Support Services Limited ("Cedar") was holding company of ourCompany as on March 31 2016. Consequent to allotment of Equity Shares pursuant to theFRL-FEL Scheme on May 18 2016 our Company ceased to be subsidiary of Cedar.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of performance of its own the Committees thereof and theDirectors 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 separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were inter-alia evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority Shareholders etc. The performance evaluation ofthe Independent Directors

was carried out by the entire Board except the Independent Director being evaluated.The performance evaluation of the Chairman and Non-Independent Directors was carried outby the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

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.

RISK MANAGEMENT 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 ofall risks associated with the business of the Company.

The Board has delegated responsibility to the Risk Management Committee which has beenconstituted on May 02 2016 to monitor and review risk management assessment andminimization procedures and to develop implement and monitor the risk management plan andidentify review and mitigate all elements of risks which the Company may be exposed to.The Audit Committee and the Board also periodically reviews the risk management assessmentand 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 and theiradequacy are analyzed in the Management Discussion and Analysis which forms part of thisAnnual Report.

EMPLOYEES STOCK OPTIONS (ESOPs)

The Shareholders of the Company had passed resolutions through Postal Ballot onNovember 07 2016 and approved the Future Retail Limited Employees Stock Option Plan -2016 (FRL ESOP - 2016) and also approved to offer issue and allot at any time or toacquire by way of secondary acquisition to or for the benefit of Eligible Employees underFRL ESOP - 2016 not exceeding 9000000 Equity Shares of Rs. 2 each in one or moretranches at such price and on such terms and conditions as may be fixed or determined bythe Committee.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 the Company has set up a Rs.Future Retail Limited Employees' Welfare Trust' ("Trust") for implementation ofthe said Scheme.

During the year under review the Nomination and Remuneration Committee has granted1324071 Stock Options to the eligible employees (including to employees transferred fromFEL pursuant to FRL-FEL Scheme) and cancelled 19758 Stock Options under FRL ESOP - 2016.

The applicable disclosures as stipulated under Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 as on March 31 2017 with regard to theFRL ESOP - 2016 are provided in Annexure - III to this Report.

Further the Company has constituted Employees Gratuity Trust in name of "FutureRetail Limited - Employees Gratuity Trust" and constituted a Fund through Trust inthe name of "Future Retail Employees Superannuation Trust" for benefits ofeligible employees of the Company.

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 the Company through various training awareness and practices.The Company always endeavors to create and provide an environment that is free fromdiscrimination 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.

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ("CSR") Committee. The compositionand terms of reference of the CSR Committee is provided in the Corporate GovernanceReport which forms part of this Annual Report.

With regard to the year under review the Company was not required to spend any amounton CSR activities since the average net profits of the Company made during the threeimmediately preceding financial years as calculated under Section 198 of the Act wasnegative.

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 - IV.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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. 5 and 42 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 20162017 have been prepared inaccordance with Ind AS prescribed under Section 133 of the Act read with the relevantRules issued thereunder and the other recognised accounting practices and policies to theextent applicable. The Financial Results for all the periods of 2016-2017 presented havebeen 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 have been made in the notes forming part of the financial statements.

directors' responsibility STATEMENT

Pursuant to the requirements of Section 134(5) of the Act the Board of Directors ofthe Company hereby confirms 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 at the end of the financial year and ofthe profit of the Company for the year ended March 31 2017;

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. the Directors further state that they have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

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

audit committee

The Audit Committee of the Company comprises of Ms. Gagan Singh Independent Directoras Chairperson of the Committee Mr. Ravindra Dhariwal Independent Director Ms. SrideviBadiga Independent Director and Mr. Rakesh Biyani Joint Managing Director as Members ofthe Committee. There are no instances where the Board did not accept the recommendationsof the Audit Committee. The terms of reference powers and roles of the Committee aredisclosed in the Corporate Governance Report which forms part of this Annual Report.

particulars of employees

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided under Annexure - VI whichis annexed to this Report.

In terms of the provisions Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said rules are provided in this Annual Report.

In terms of the provisions of first proviso to Section 136(1) of the Act informationpursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is excluded from theAnnual Report being sent to the members of the Company and is available for inspection bythe Members at registered office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary and the same willbe furnished on request. The full Annual Report including aforesaid information is beingsent electronically to all those Members who have registered their e-mail addresses and isavailable on the website of the Company.

particulars of energy conservation technology absorption on foreign exchange

EARNINGS AND OUTGO ETC.

The particulars as required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 relating to conservation of energy technology absorptionon foreign exchange earnings and outgo are provided in Annexure - VII which forms part ofthis Annual Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Act an extract of annual return in theprescribed Form MGT-9 is appended as Annexure - VIII which forms part of this AnnualReport.

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.

DETAILS UNDER REGULATION 39(4) OF THE LISTING

REGULATIONS - UNCLAIMED SUSPENSE ACCOUNT

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 Shareswere 185 holding 101260 Equity Shares. Out of which One (1) shareholder claimed 550Equity Shares which were credited to shareholder's account. The total Shareholders nowremained are 184 holding 100710 Equity shares lying in the Unclaimed Suspense Account ason March 312017. 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

Except as disclosed in this report about the Home Town Demerger Scheme which wasapproved by the Board of Directors at its meeting held on April 20 2017 (based on therecommendation of the Audit Committee) there were no material changes have taken placethat could have an impact on the financial position of the Company from the date ofclosure of financial year under review till the date of signing of Accounts.

AWARDS AND REcOGNiTiONS

The Company or its formats received awards in categories like:

• FRL has been ranked among the top 50 most valuable Brand Owners by BrandFinance.

Big Bazaar

• Big Bazaar was ranked 14th in the Most Trusted Brand

survey done by Nielsen and The Economic Times;

• The brand is 4th Most Trusted in the Services category

(other brands are Airtel SBI Vodafone);

• The brand was ranked 4th in the Youth Male segment

(other brands: Samsung Mobile Colgate);

• The brand was 11th in the NccS B segment and 15th inthe Monthly income Group of Rs. 10000 - Rs. 25000 - showing a strong preference inunder-penetrated segments of modern retail and scope for future growth;

Retailer of the year Large Format from Coca Cola Golden Spoon Awards in2017.

Home Town

Excellence under category of "importer and Distribution" atMATRADE Government of Malaysia;

• Won "Gold Award" in ACEF - Asian Customer Engagement Forum forGurukul App;

• Won "Rockstar Award" at Pepperfry Partners Meet in August2016.

easyday

Retailer of the Year Supply chain Management from Coca Cola Golden SpoonAwards.

fbb - campaign

• What started as a foot-tapping Denim Dance music video by celebritychoreographer Terence Lewis concluded with a swooping Guinness World Record for makingthe Rs. world's largest photo book'!

BBPc

• Wins the Award for Best Loyalty Program in Retail Sector (Single /Specialty format) at the 10th Customer Loyalty Summit 2017.

acknowledgement

Your Board of Directors would like to thank and place on record their appreciation forthe continued support and co-operation provided to your Company by its ShareholdersFuture Group entities in particular their employees regulatory authorities and its banksand financial institutions. Your Directors would also like to place on record its sincereappreciation for the efforts put in by employees of the Company whose efforts hard workand dedication has enabled the Company to achieve the targets and recognitions during theyear.

For and on behalf of the Board of Directors

Place: London Kishore Biyani
Date : May 23 2017 Chairman & Managing Director