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Indian Terrain Fashions Ltd.

BSE: 533329 Sector: Industrials
BSE LIVE 15:40 | 15 Dec 206.30 -0.45






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OPEN 217.00
VOLUME 14813
52-Week high 252.55
52-Week low 135.55
P/E 28.57
Mkt Cap.(Rs cr) 783
Buy Price 206.30
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00
OPEN 217.00
CLOSE 206.75
VOLUME 14813
52-Week high 252.55
52-Week low 135.55
P/E 28.57
Mkt Cap.(Rs cr) 783
Buy Price 206.30
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Indian Terrain Fashions Ltd. (INDTERRAIN) - Director Report

Company director report

Dear Members

The directors have immense pleasure in presenting the 7th Annual Report together withthe audited accounts of the Company for the year ending 31st March 2016.

Financial Highlights

Rs. in Crores

FY 2015-16 FY 2014-15
Revenue From operations 325.01 290.41
Gross Profit / (Loss) before interest and depreciation 46.23 34.30
Interest 6.94 8.63
Profit / (Loss) before depreciation and tax 39.29 25.67
Depreciation 2.31 2.92
Profit / (Loss) before tax 36.98 22.75
Provision for Taxation 3.96 4.77
Profit / (Loss) after tax 33.02 17.98
Balance brought forward from previous year 38.07 20.77
Less: Value of LTO assets Written off - 0.67
Balance carried to Balance Sheet 71.09 38.07

Company’s Performance

Revenue from Operations for FY 2015-16 at Rs.325.01 crs was higher by 11.91% over lastyear (Rs.290.41 crs in FY 2014-15). Operational Earnings before Interest Tax andDepreciation (Operational EBITDA) was Rs.41.09 crs registering a growth of 22.6% overOperational EBITDA of Rs.33.52 crs in FY 2014-15. Profit after Tax (PAT) for the year wasRs.33.02 crs recording a growth of 83.6% over the PAT of Rs.17.98 crs of FY 2014-15.

Changes to Share Capital

The Board of Directors at its meeting held on 23rd October 2015 approved a proposal tosub-divide the face value of equity shares of the Company from Rs.10 per Share to Rs.2 perShare. The Company received shareholders’ approval through postal ballot forsub-division of shares on 7th December 2015.

The record date fixed for sub-division was 22nd December 2015 and the sub-divisionbecame effective from 22nd December 2015. Shareholders with equity shares of Rs.10 eachof the Company in electronic form received direct credit of the sub-divided shares of Rs.2each of the Company to their depository account. The Company issued a new composite sharecertificate of Rs.2 each in place of the old share certificate for shareholders holdingshares in physical form.

During the year the Company pursuant to Employee Stock Option Plan 2011 has allotted780000 equity shares of Rs.2 each on conversion of options exercised by the employees.Pursuant to the same the Company’s Share Capital increased by Rs.15.60 lakhs fromand the Securities Premium Account increased by Rs.138.84 lakhs

The Share Capital of the Company as on 31st March 2016 is as below: Authorised ShareCapital 60000000 Equity Shares of Rs.2 each Rs.12.00 crs Issued Subscribed and Paid-upEquity Share Capital 36711300 Equity Shares of Rs.2 each Rs.7.34 crs


With a view to conserve the resources the Board of Directors have not recommended anyDividend for the current financial year.

Transfer to Reserves

The Company transferred Rs.33.02 crs to Reserves and Surplus account for the year ended31st March 2016.

Finance and Accounts

The Company had a portion of Accumulated losses and unabsorbed depreciation transferredpursuant to Demerger and was not liable to Current Tax upto 31st March 2015. The Companydid not recognise the MAT Credit Entitlement as an asset as a matter of prudence and wascharging the Minimum Alternate Tax to Profit and Loss Account upto 31st March 2015.

During the year under review the Company had recognised the MAT Credit Entitlement ofRs.9.02 crs and had utilised an amount of Rs.5.08 crs and adjusted the same against theprovision for current tax.

The Company had purchased an immoveable property for its Warehousing Operations inMarch 2016 and had availed a new term loan of Rs.11.25 crs from State Bank of Indiatowards the same.

The company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 and as such no amount on account of principal or interest ondeposits from public was outstanding as on date of the balance sheet.

Cash Flow Statement

In conformity with the provisions of Regulation 34 2(c) of SEBI (LODR) Regulations2015 the Cash Flow Statement for the year ended 31st March 2016 forms part of the AnnualReport.

Particulars of Contracts or Arrangements with Related Parties

All the transactions with the Related Parties are in the Ordinary Course of Businessand on Arm’s length basis. The details on Related Party Transactions have beendisclosed in the notes to accounts. The Company has framed a policy on Related PartyTransactions and the same has been displayed in the Company’s The details of related party transactions pursuant to clause (h) ofsub-section (3) of section 134 of the Act is enclosed in form no. AOC-2 as Annexure-II

Corporate Governance Report

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under Regulation 34 (3) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 forms a part of the Annual Report. the AuditorM/s CNGSN & Associates Therequisitecertificate LLP confirming the compliance ofconditions of Corporate Governance as stipulated under Schedule V(E) of SEBI (LODR)Regulations 2015 which forms part of this report.

Management’s Discussion and Analysis Report

A detailed review on the operations and performance of the Company along with theoutlook is presented separately under the Management Discussion and Analysis Report asstipulated under Regulation 34 (2) (e) of SEBI(LODR) Regulations 2015 which forms part ofthis Annual Report.

Compliance with Code of Conduct

The Company has put in place a Code of Conduct for its Board Members and SeniorManagement Personnel. Declarations of Compliance with Code of Conduct have been receivedfrom all the Board Members and Senior Management Personnel. A Certificate to this effectfrom Mr. V. Rajagopal Chairman and Managing Director forms part of this Report.

Corporate Social Responsibility (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and theBoard has adopted a CSR Policy as recommended by the Committee. The CSR policy isavailable in the Company’s website The particulars relating toCSR committee and policy have been detailed in Corporate Governance Report. The detailsabout the policy developed and implemented by the company on corporate socialresponsibility and iniatives taken during the year are given as Annexure VI.

Establishment of Vigil Mechanism

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policyhas been adopted by the Board Members.

The Whistle Blower Policy covering all employees and directors is hosted in theCompany’s Website

Employee Stock Option Plan (ESOP)

The Company has introduced Employee Stock Option Plan 2011 in accordance with SEBI ESOPguidelines. The Particulars of the plans are given in a separate statement attached tothis report (Annexure-III) and forms part of the Annual Report.


In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs. RamaRajagopal retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for reappointment.

Declaration by Independent Director

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-IV"

Number of Board Meetings

The particulars relating to the meeting of Board of Directors has been detailed inCorporate Governance Report which forms part of the Annual Report.

Audit Committee

During the year all the recommendations of the Audit Committee were accepted by theBoard. The particulars relating to the Audit Committee has been detailed in the CorporateGovernance Report which forms part of the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act the Key ManagerialPersonnel of the Company are Mr. V.Rajagopal Chairman & Managing Director Mr. M.Thiyagarajan Chief Financial Officer and Mr. J Manikandan Company Secretary.

There has been no change in the key managerial personnel during the year.

Remuneration Policy

The particulars relating to Directors Remuneration Policy has been detailed inCorporate Governance Report which forms part of the Annual Report.

Particulars of Loans Guarantees or Investments

The Company has not given any loans or guarantees covered under the provision ofsection 186 of the Companies Act 2013.

The details of the investments made by the company are given in the notes to thefinancial statements.

Material changes & Commitment if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statement relate and the date of the Report: NIL

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

Report as per Section 134 read with Rule 8 sub rule 5 of Companies Accounts Rules 2014

Change in nature of business if any: Nil

Details of Director or KMP appointed or resigned: Nil

Name of Companies which become or cease to be its subsidiaries JV or associate duringthe year: Nil

Details relating to deposits covered under Chapter V of Companies Act 2013: Nil

Details of deposits which are not in compliance with the requirements of Chapter V ofCompanies Act 2013: Not Applicable

Details material orders passed by the of significant regulators or courts or tribunalsimpacting the going concern status and company’s operations in future

The Company was not in receipt of any orders from the regulator/ courts / tribunalsimpacting the going concern status of future operations of the Company.

The Company was in receipt of the notice / order from statutory authorities during theyear for claim not acknowledged as debts by the company. The details of the same have beenprovided in Note 27 of the financial statements.

Internal control and systems and their adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director. The Internal Auditor monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and there by strengthen the controls. A report of Auditors pursuant toSection 143(3) (i) of the Companies Act 2013 certifying the adequacy of InternalFinancial Controls is annexed with the Auditors report.

Adequate systems and processes commensurate with the size of the Company and of itsbusiness are put in place to ensure compliance with the provisions of all applicable lawsand such systems and processes are operating effectively.

Audit Committee and Board of Directors of the Company were appraised on the performanceof the IFC

Business risk Management

Pursuant to section 134 (3)(n) of the Companies Act 2013 & Regulation 21 of SEBI(LODR) Regulations 2015 the company has constituted a business risk managementcommittee. The details of the committee and its terms of reference are set out in theCorporate Governance Report which forms part of the Annual Report.

During the year under review the company has not identified any element of risk whichmay threaten the existence of the company.

Familiarisation Programme for Independent Director

The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarize with the Company’s procedures andpractices. The details of such familiarization programmes for the Independent Directorsare posted on the website of the Company


M/s Anil Nair & Associates Chartered Accountants Chennai and M/s CNGSN &Associates LLP Chartered Accountants Chennai are the Joint Auditors of the Company.

They were appointed in the 5th Annual General Meeting of the company and subject toratification of the shareholders at every Annual General Meeting. A motion forratification will be placed before the members of the company in the 7th Annual GeneralMeeting for approval.

The Annual Accounts of the Company including its Balance Sheet Statement of Profit andLoss and Cash Flow Statement including the Notes and Schedules to the Accounts have beenaudited by

M/s Anil Nair & Associates Chennai and M/s CNGSN & Associates LLP Chennai.

Auditors’ Report and Secretarial Auditor’s Report

The auditors’ report and secretarial auditor’s report do not contain anyqualifications reservations or adverse remarks

Secretarial Auditor

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. BP & Associates Practicing Company Secretaries assecretarial Auditors to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is is presented separately and forms part of this report.

Listing Fee

The equity shares of the Company are listed on the Bombay Stock Exchange Limited andNational Stock Exchange of India Limited.

The Company has paid the applicable listing fee to the Stock Exchanges upto date.


Employee relations have been very cordial during the year ended 31st March 2016. TheBoard wishes to place on record its appreciation to all the employees in the company fortheir sustained efforts and immense contribution to the high level of performance andgrowth of the business during the year. The Management team of the Company comprises ofyoung passionate driven professionals committed to the organizational goals.

Policy on Prevention of Sexual Harassment of Woman at Workplace:

The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment and Non-discrimination at Work Place in line with the requirements of SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.All employees (permanent contractual temporary trainees) are covered under this policy.

An Internal Compliants Committee (ICC) was set up to redress complaints receivedregarding sexual harassment and discrimination at workplace.

During the year ended March 31 2016 the ICC has received no complaints pertaining tosexual harassment / discrimination at work place.

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had 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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company’s internal financial controls were adequate andeffective during FY 2015-16.

Adoption of New Set of Articles of Association

On 7th December 2015 your Company’s Shareholders approved by way of PostalBallot adoption of new set of Articles of Association in the place of existing Articlesof Association in line with the provisions of the Companies Act 2013.

Conservation of Energy / Technology Absorption / Foreign Exchange i. Conservationof Energy: The operations of the Company are not energy-intensive. However whereverpossible the Company strives to curtail the consumption of energy on a continuing basis.ii. Technology absorption:

Not applicable.
iii. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned (FOB Value) NIL
Total Foreign exchange outgo Rs.8.05 crs


The Directors place on record their deep appreciation and contribution made everymember of the Indian Terrain family.

The Board places on record its appreciation for the support and co-operation theCompany has been receiving from its suppliers distributors retailers business partnersand others associated with the Company as trade partners.

The Directors are sincerely thankful to the esteemed Shareholders Customers BanksGovernment Departments and Regulatory

Authorities for their continued support.

For and on Behalf of the Board
V. Rajagopal
Chennai 30th May 2016 Chairman & Managing Director