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Shoppers Stop Ltd.

BSE: 532638 Sector: Industrials
NSE: SHOPERSTOP ISIN Code: INE498B01024
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VOLUME 824
52-Week high 602.00
52-Week low 265.00
P/E 210.32
Mkt Cap.(Rs cr) 4,410
Buy Price 0.00
Buy Qty 0.00
Sell Price 527.90
Sell Qty 261.00
OPEN 533.05
CLOSE 532.10
VOLUME 824
52-Week high 602.00
52-Week low 265.00
P/E 210.32
Mkt Cap.(Rs cr) 4,410
Buy Price 0.00
Buy Qty 0.00
Sell Price 527.90
Sell Qty 261.00

Shoppers Stop Ltd. (SHOPERSTOP) - Director Report

Company director report

Directors' Report

for the year ended March 31 2017

Dear Members

Your Directors present herewith 20th Annual Report on the business and operations ofthe Company together with the Audited Statements of Accounts for the year ended March 312017.

1. FINANCIAL PERFORMANCE
( Rs. in lacs)
Particulars Year ended March 31 2017 Year ended March 31 2016
Retail Turnover
Own merchandise – Gross of tax 367500.86 335179.31
Concessionaire/ consignment merchandise- Gross of tax 32595.04 36365.80
Other Retail operating income 5619.72 6356.67
405715.62 377901.78
Less: Value Added Tax 19073.24 17968.53
Less: Cost of concessionaire/ consignment merchandise 21838.13 24453.12
364804.25 335480.13
Other Income 2956.98 3023.83
Total Income 367761.23 338503.96
Profit before Depreciation & Tax 16364.13 17772.41
Less: Depreciation 11552.61 9766.40
Profit before Tax 4811.52 8006.01
Exceptional Items 4780.00 2381.00
tax Profit before 31.52 5625.01
Less: Provision for Tax 2025.37 3337.01
(Loss)/Profit for the year (A) (1993.85) 2288.00
Other comprehensive income / (loss) (B) 26.24 (56.30)
Total comprehensive income / (loss) for the year (A)+(B) (1967.61) 2231.70

2. PERFORMANCE REVIEW

As on the date of the report your Company has opened 7 departmental stores i.e. onestore each at Goa Noida Mumbai – Panvel Pune Bengaluru New Delhi and Ranchitaking its chain of stores to 80 stores (including 6 airport stores) spread across India.Further the Company also has 16 HomeStop stores.

The revenue of the Company is Rs. 405715.62 lacs (previous year Rs. 377901.78 lacs)registering a growth of 7.36 % y-o-y basis. The net loss was

Rs. 1993.85 lacs (previous year profit Rs. 2288 lacs) and hence no amount is proposedto be carried to reserves.

3. DIVIDEND

Even though the Company has incurred a loss during the year under review yourDirectors have recommended a dividend of Rs. 0.75 per equity share of Rs. 5 each (previousyear Rs. 0.75 per equity share of Rs. 5 each) from its reserves. The payment of dividendis subject to approval of the shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy: As per Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the top 500 listed companies shallformulate a dividend distribution policy. Accordingly the policy was adopted to set outthe parameters and circumstances that will be taken into account by the Board indetermining the distribution of dividend to its shareholders. The Policy may be accessedon the Company's website at the link https://corporate.shoppersstop.com/uploaded_files/191b878-8de7.pdf The policy is also annexed herewith as Annexure I.

4. FINANCE

The Company continues to focus on judicial management of its working capital withvarious initiatives for bringing down the cost of borrowings.

The Company has availed short term secured & unsecured working capital loans &long term secured loans from banks. The costs of these facilities is constantly beenreduced through judicial planned & proactive fund management along with continuousmonitoring and negotiations with lenders to garner the benefits accruing from money marketchanges. Other cost effective financing techniques such as commercial paper workingcapital demand loans vendor bill discounting facility etc. are also being used to bringdown the cost of funds. During the year the Company has availed Rs. 5000 lacs long termloans & Rs. 5000 lacs Short Term Working Capital Loan at competitive rates. It hasrepaid Rs. 12247 lacs long term loans on maturity through cash profit proceeds. Duringthe year the Company has received back net Rs. 5081 lacs Inter-corporate Deposit fromits subsidiary Company Hypercity Retail (India) Ltd. Consequently during the year theCompany has been able to reduce its Loans from

Rs. 58983 lacs at the beginning of the year to Rs. 57590 lacs at the end of thefinancial year.

5. CREDIT RATING

During the year the following credit ratings were assigned to the Company:

1. India Ratings & Research Private Limited (A

Fitch Group Company):

• IND A1 for Commercial Paper Programme of Rs. 5000 lacs.

• IND A1 for Short Term Debt Programme/ Commercial Paper of Rs. 10000 lacs.

2. Credit Analysis & Research Limited has assigned the following credit ratings:

• CARE A; Negative (Single A; Outlook: Negative) for the long-term bank facilitiesamounting to Rs. 74267 lacs and CARE A1 (A One) for the short-term bank facilitiesamounting to Rs. 2150 lacs.

• CARE A1 (A One) for Commercial Paper

Issue/ Short Term Debt Issue amounting to Rs. 10000 lacs.

• CARE A; Negative (Single A; Outlook: Negative) for Non-Convertible Debentureissue amounting to Rs. 10000 lacs.

3. CRISIL Limited has assigned CRISIL A1 rating for Commercial Paper of Rs. 10000lacs.

6. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY & JOINT VENTURE COMPANIES

As on March 31 2017 your Company has six subsidiary Companies and two joint ventureCompanies details whereof are as under:

Hypercity: Hypercity Retail (India) Ltd; the subsidiary Company achieved the totalrevenue (net of taxes) of Rs. 110702.64 lacs (previous year Rs. 91306.41 lacs)registering a growth of 21.24% y-o-y basis. Hypercity has posted loss of Rs. 8399.22 lacs(previous year net loss of Rs. 8714.40 lacs). It is the Company's policy and practice toconstantly monitor its investments. In keeping with accounting prudence andconservativeness the Company has made a provision of Rs. 3600 lacs in the financial year2016-17 towards diminution in value of investment in Hypercity.

Crossword: Crossword Bookstores Ltd; the wholly owned subsidiary has chain strengthof 88 stores across the Country. The revenue of the Company in year under review was Rs.10920 lacs vis a vis (previous year Rs. 9823 lacs). Crossword has posted net loss of Rs.422 lacs for the year under review against a net loss of Rs. 320 lacs in the previousyear.

Timezone: Timezone Entertainment Private Ltd; is engaged in the business ofoperating Family Entertainment Centers (FEC) under the "Timezone" brand. Thereare 25 FECs which are set up and operated at leading shopping malls by Timezone. Therevenue during the year under review was

Rs. 5931 lacs (previous year Rs. 5907 lacs) registering a growth of 0.40 % y-o-ybasis. Timezone has incurred a loss of Rs. 580 lacs against previous year's loss of Rs.168 lacs.

Nuance Group: The Nuance Group AG and Shoppers Stop Ltd have formed a JointVenture called Nuance Group (India) Pvt. Ltd (Nuance) to operate the Duty Free stores atInternational Airports in India. During the year under review sales growth on Like toLike basis was 19% mainly resulting from growth in passengers vs last year and increasein range in

Perfumery Fashion & Food category. It has incurred loss after tax of Rs. 683 lacsagainst the previous year's profit of Rs. 687 lacs. The Company has made a provision ofRs. 1180 lacs towards diminution in value of investment in Nuance.

The other subsidiaries of the Company viz; Upasna Trading Ltd; Shopper's Stop Services(India) Ltd.; Shoppers' Stop.com (India) Ltd.; and Gateway Multichannel Retail (India)Ltd.; have no operations during the year under review.

During the year under review no company has become or ceased to be a subsidiariesjoint venture entity or associate company.

In accordance with the provisions contained in Section 136(1) of the Companies Act2013 the Annual Report of the Company containing therein its Standalone and theConsolidated Financial Statements are available on the Company's websitewww.shoppersstop.com.

Further pursuant to the said requirement the Financial Statements of each of theaforesaid subsidiary Companies are available on the Company's website and shall beavailable for inspection during business hours at the Registered

Office of the Company. Any member who is interested in obtaining a copy of theFinancial Statements may write to the Company Secretary at the Registered Office of theCompany.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act 2013 andRegulation

34 of the SEBI (Listing Obligations & Disclosure

Requirements) Regulations 2015 the Consolidated Financial Statements forms part ofthis Annual Report and shall also be laid before the ensuing Annual General Meeting of theCompany. The Consolidated Financial Statements have been prepared in accordance with theIndian Accounting

Standards (IND AS) notified under Section 133 of the Companies Act 2013 read withRule 7 of the Companies (Accounts) Rules 2014. The

Consolidated Financial Statements for the financial year ended March 31 2017 are theCompany's first

IND-AS compliant annual Consolidated Financial

Statements with comparative figures for the year ended March 31 2016 also underIND-AS. The date of said transition is April 1 2015.

The statement containing the salient features of a Company's subsidiaries and jointventure companies under Section 129 of the Companies Act 2013 in the prescribed form isattached to the Financial Statements.

8. EMPLOYEES STOCK OPTION PLAN

During the year under review the Company has not granted any Employee Stock Options.

The Nomination and Remuneration & Corporate

Governance Committee of the Company inter-alia administers and monitors the EmployeeStock Option Scheme in accordance with the SEBI Guidelines.

During the year under review the Company has allotted 42798 equity shares of Rs. 5/-each on exercise of vested options by certain employees of the Company and its subsidiaryCompanies.

In terms of the provisions of the SEBI (Share Based

Employee Benefits) Regulations 2014 the details of the Stock Options granted underthe ESOP Scheme is annexed herewith as Annexure II.

A certificate from Deloitte Haskins

Statutory Auditors of the Company with respect to implementation of Employee StockOption Scheme would be placed at the ensuing Annual General Meeting for inspection by theMembers and a copy will also be available for inspection at the Registered Office of theCompany.

9. HUMAN RESOURCES

The Company believes strongly in the employees (Customer Care Associates - CCAs) beingthe true Brand ambassadors and hence continues to re affirm and percolate the Values &Vision of the

Company. The Company continues to maintain transparency in communication &strengthen the trust in CCAs. Direct interactions with the Managing Director throughforums like town halls are being carried out to do so. Maximizing reach and minimizingefforts and time is now being made possible through infusion of technology in traininginitiatives. Highly customized training sessions are being conducted to give the customersa delightful experience and help customer transformation through fashion in line with theCompany's Vision statement. Company also focusses on the overall development of the CCAsand not just Professional one and accordingly HR initiatives are being implemented.Through a very transparent assessment mechanism carried out last year High

Potentials Associates have been identified and a robust program has been designed todevelop & nurture them. As on date of the Balance Sheet the Company had a total of7236 CCAs.

10. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 a Corporate SocialResponsibility Committee has been constituted by the Board of Directors of the Company.The Committee comprises Ms. Abanti Sankaranarayanan as a Chairperson and Mr. RaviC. Raheja Mr. Gareth Thomas and Mr. Govind Shrikhande as members.

The CSR Policy may be accessed on the Company's website at the link:https://corporate.shoppersstop. com/uploaded_files/6a821c5-ec98.pdf The report on CSR isannexed herewith as Annexure III.

11. DIRECTORS & KEY MANAGERIALPERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. RaviC. Raheja

(DIN 00028044) Non-Executive & Non-Independent

Director of the Company will retire by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment at the said meeting. The Boardrecommends his reappointment. His brief profile is provided in the

Notice convening the ensuing 20th Annual General Meeting of the Company.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria ofIndependence as prescribed under Section 149(6) of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

During the year under review Mr. Prashant Mehta retired as the Company Secretary ofthe Company w.e.f. July 31 2016. The Board has appointed Mr. Bharat Sanghavi as a CompanySecretary of the Company w.e.f. August 1 2016.

Mr. Salil Nair Chief Executive Officer of the Company tendered his resignation fromthe services of the Company effective May 31 2017. The Board of Directors places onrecord the contribution made by Mr. Salil Nair during his long association with theCompany.

12. PERFORMANCE EVALUATION

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation of the Board itsspecified Committees and individual directors was carried out during the year underreview. More details on the same are provided in Corporate Governance Report.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarisation Programme for Independent Directors which also extends to otherNon-Executive Directors aims to familiarise them with the Company nature of the retailindustry business model processes & policies etc. and also seeks to update them onthe roles responsibilities rights and duties under the Companies Act 2013 and otherstatutes. More details on the same are provided in Corporate Governance Report.

The details of the programme has been posted on the Company's website at web link:https://corporate. shoppersstop.com/Investors/Training.aspx

14. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination and Remuneration &Corporate

Governance Committee has framed a policy for selection and appointment of DirectorsSenior Management and their remuneration. The said policy is annexed herewith as AnnexureIV.

15. CHANGE IN REGISTERED OFFICE

The Company has shifted its Registered Office to Umang Tower 5th Floor MindspaceOff. Link Road Malad (West) Mumbai - 400 064 with effect from April 17 2017.

16. DISCLOSURES UNDER THECOMPANIES ACT 2013

Extract of Annual Return: The details forming part of extract of the annual returnin Form MGT 9 is annexed herewith as Annexure V.

Meetings of the Board of Directors: The Board of Directors met 4 (four) times inthe year under review. The details about the board meetings and the attendance of thedirectors are provided in Corporate Governance Report.

Change in Share Capital: During the year under review the Company allotted 42798equity shares of Rs. 5/- each on exercise of vested stock options by certain employeesunder the ESOP Scheme. These equity shares forming part of the share capital ranks paripassu in all respect.

Audit Committee: The Audit Committee comprises of four Non-Executive Directors i.e.Mr. Deepak Ghaisas as the Chairman Mr. Ravi C. Raheja Prof. Nitin Sanghavi and Mr.Manish Chokhani as the members. The Board of Directors has accepted all therecommendations made by Audit Committee from time to time.

Related Party Transactions: Your Company has formulated a policy on Related PartyTransactions including policy for determining material subsidiaries and on materiality ofrelated party transactions which is available on the Company's website and is accessibleat the link: https://corporate.shoppersstop.com/uploaded_ files/70ad1c1-7375.pdf

All related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business of the Company.

During the year under review the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Accordingly particulars of contracts or arrangements with related parties referred to inSection 188(1) of the

Companies Act 2013 along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report. However the Directors drawattention of the members to note no. 38 of the Standalone Financial Statement which setsout related party disclosures.

Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all such related party transactions is presented before the AuditCommittee and the Board on a quarterly basis specifying the nature and value of thesetransactions.

Particulars of loans guarantees or investments:

The details of loans guarantees and investments covered under the provisions ofSection 186 of the

Companies Act 2013 are provided in notes no. 5 29(ii) and 4 of the StandaloneFinancial Statement.

Other Disclosures : The Board of Directors state that no disclosure and / orreporting is required in respect of the following items as there were no transactions onthese items during the year under review:

• Details relating to deposits covered under Section 73 of the Companies Act 2013read with Companies (Acceptance of Deposits) Rules 2014.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOP referred to in this report.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Managing Director of the Company has not received any remuneration or commissionfrom any of the Company's subsidiaries.

No significant or material orders by the Regulators or Courts or Tribunals which impactthe going concern status and Company's operations in future.

There was no revision in the financial statements.

• There was no change in the nature of the business.

The Company has adopted a policy for prevention of sexual harassment at work place andis fully committed to comply with its various provisions. The policy inter-alia providesfor protection against sexual harassment of women at workplace and for prevention andredressal of such complaints. During the year under review there were 8 complaintsreceived and the same has been disposed off.

17. RISK MANAGEMENT

The Company has framed a Risk Management Policy to identify and assess the key riskareas monitor and report the compliance and effectiveness of the same. A Risk ManagementCommittee has been constituted to oversee the risk management process in the Company. TheCommittee has reviewed the major risks which affect the Company from both the external andthe internal environment perspective and appropriate actions have been initiated tomitigate partially mitigate transfer or accept the risk (if need be) and monitor therisks on a regular basis. Based on the detailed review the following key risks inter-aliahas been identified:

Internet Usage: India's Internet user base is currently third largest in the world.This coupled with the rising consumer confidence in online retail is driving the growthof e-commerce in the country. With a significant number of Indian consumers turningInternet users and eventually online shoppers selling through the online channel is setto redefine retail. The Company in order to counter the impact of loss in business due toonline e-commerce sales has designed a two pronged strategy which includes Omni-channelapproach to drive sales with the emphasis on seamless and engaging customer experience andplans to sell products and brands online via tie up with leading online e-commerceportals.

Development of new technologies: E-commerce Platforms being adopted by Brandsthemselves or by B2C & B2B Applications; as well as the obsolescence of oldertechnologies could have a significant impact on

Company. The Company will be making focused and substantial investments to embrace newtechnologies and infrastructure for the Omni channel which is a combination of physicalstore and online site.

Vendor production capacity / supply reaching full capacity bottlenecks: TheCompany's expansion plans combined with renewed vigour on the e-commerce retail segment& possible new entrants in the brick & mortar segment of retail these factors maytrigger a constraint in terms of vendors reaching their production/supply capacity. TheCompany is looking at establishing new sources within and outside India to mitigate theproblem.

Economic Slowdown: Economic slowdowns have a direct impact on consumption. Retailbeing the end service provider of consumption in the supply/Value chain is bound to facedifficulties in an environment of economic slowdown. The Company continuously looks atstepping up the marketing activities and strong cost control to protect its profitability.

18. INTERNAL FINANCIAL CONTROL

The Company has laid down internal financial control's through a combination of Entitylevel controls Process level controls and IT General controls inter-alia to ensureorderly and efficient conduct of business including adherence to the Company's policiesand procedures accuracy and completeness of accounting records and timely preparation andreporting of reliable financial statements/information safeguarding of assets preventionand detection of frauds and errors.

The evaluation of these internal financial controls were done through the internalaudit process established within the Company and also through appointing professionalfirm to carry out such tests by way of systematic internal audit programme. Based on thereview of the reported evaluations the directors confirm that for the preparation offinancial accounts for the year ended March 31 2017 the applicable Accounting Standardshave been followed and the internal financial controls are generally found to be adequateand were operating effectively and that no material weaknesses were noticed.

the performance of the

19. WHISTLE BLOWER / VIGILMECHANISM

The Company has established a Vigil Mechanism and adopted a whistle blower policy forits directors and employees to report concerns about unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Themechanism provides adequate safeguards against victimisation of persons who use thismechanism. The brief detail about this mechanism has also been posted on the website ofthe Company.

20. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as prescribed underthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A separate section on corporate governance and the certificate fromAuditors of the Company confirming the compliance is annexed and forms part of thisAnnual Report.

The specified information about the elements of remuneration such as salary benefitsbonuses stock options pension etc. of all the directors details of fixed componentand performance linked incentives along with the performance criteria; service contractsnotice period severance fees; stock option details are provided in said CorporateGovernance Report.

21. MANAGEMENT'S DISCUSSION ANDANALYSIS

Management's Discussion and Analysis for the year under review as stipulated in termsof the provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.

22. BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review as stipulated in terms of theprovisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.

23. CODE OF CONDUCT FOR THEPREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Code of Internal Procedures and Conduct forregulating monitoring and reporting trading by designated persons in accordance with theSEBI (Prohibition of Insider Trading) Regulations 2015. The said code lays downguidelines and procedures to be followed and disclosures to be made while dealing withthe securities of the Company. The Code of fair disclosure of unpublished price sensitiveinformation is available on website and is accessible at the link:https://corporate.shoppersstop.com/ uploaded_files/3cd8391-7d65.pdf

24. AUDITORS

Statutory Auditors

As per the provisions of Section 139 of Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 your Company's Statutory Auditors Deloitte Haskins& Sells LLP (Registration no. 117366W/W-100018) Chartered Accountants Mumbai holdoffice till the conclusion of ensuing Annual General Meeting of the Company.

The Audit Committee and Board of Directors recommend appointment of SRBC & Co LLP(Registration No. 324982E/E300003) Chartered Accountants as the Statutory Auditors ofthe Company to hold office for a period of 5 years commencing from conclusion of ensuingAnnual General Meeting till the conclusion of 25th Annual General Meeting of the Companysubject to ratification of their appointment by the members at every Annual GeneralMeeting.

Accordingly a resolution proposing appointment of SRBC & Co LLP CharteredAccountants as the

Statutory Auditors of the Company for a period of 5 consecutive years commencing fromconclusion of 20th Annual General Meeting of the Company forms part of the Noticeconvening this Annual General Meeting of the Company.

SRBC & Co LLP have confirmed their eligibility and are not disqualified forappointment under the Companies Act 2013 and the Chartered Accountants Act 1949 or theRules and Regulations made thereunder.

The Auditors' Report to the members for the year under review does not contain anyqualification reservation adverse remark or disclaimer. The Auditor has not reported anymatter to the Company required to be disclosed under Section 143(12) of the Companies Act2013.

The Board places on record its appreciation for the contribution of Deloitte Haskins& Sells LLP

Chartered Accountants during their tenure as the Statutory Auditors of your Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed Mr. V. Sundaram Company Secretary in Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report issued by him is annexed herewith as AnnexureVI. The said report does not contain any qualification reservation adverse remark ordisclaimer.

25. ENERGY CONSERVATION

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo is annexed herewith as Annexure VII. The foreign exchangeearnings was

Rs. 8995.13 lacs and outgo was Rs. 2338.36 lacs.

26. DEMAT SUSPENSE ACCOUNTUNCLAIMED SHARES

As on date there are 13 shareholders holding 700 equity shares of Rs. 5/- each (postsub-division) allotted in Initial Public Offering of 2005 lying in the escrow account dueto non-availability of their correct particulars. Despite various reminders to them byKarvy Computershare Private Limited our Registrar and Share Transfer Agent no responsehas been received. As a result the said unclaimed shares have been credited to‘Shoppers Stop Ltd - Unclaimed Shares Demat Suspense Account'. Such shareholders mayapproach the Company with their correct particulars and proof of their identity forcrediting requisite shares from Demat Suspense Account to their individual Demat Account.During the year under review no shares were transferred from the suspense account to anyof the aforesaid shareholders. Since dividend on these shares are also unclaimed from morethan seven years the Company will take appropriate steps in terms of provisions of IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 as amended.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules formspart of this report.

Further the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport.

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 the members of theCompany. The said information is available for inspection at the registered office of theCompany during business hours on working days upto the date of ensuing Annual GeneralMeeting. Any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request. The Annual Report including theaforesaid information is also available on the Company's website.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 of the Companies Act 2013 the Board ofDirectors confirms that: a. in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

b. appropriate accounting policies have been selected and applied them consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 31 2017 and of theloss of the company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. the proper internal financial controls has been laid down and that the internalfinancial controls were adequate and were operating effectively; and

f. the systems to ensure compliance with the provisions of all applicable laws are inplace and were adequate and operating effectively.

29. AWARDS AND ACCOLADES

During the year under review your Company received many awards and felicitationsconferred by reputable organizations some of them are:

1. Excellence in Manufacturing Supply Chain - Retail at ELSC Leadership Awards.

2. The Images Most Admired Retailer of the Year

- Supply Chain Management & Fulfillment at Images Awards.

3. National Energy Conservation Awards 2016 fromtheCentralMinistryofPowerGovernmentof India for the excellence & initiatives taken towards the energy conservation atstores.

4. Best Use of Social Media to Enhance Loyalty Best Use of Data Analytics inPredictive Modelling and Best Direct Marketing campaign awards at Customer Loyalty Summit2017.

5. VM& SD International Award in the US for our work of the Denim Festival.

6. VM & RD - Best Display for End of Season Sale - July 2016.

7. VM & RD - Best Window Display for Durga Puja - 2015.

30. MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of theCompany occurred between March 31 2017 and the date of this report of Board of Directorsto you.

31. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation to all customers business partnerssuppliers banks and financial institutions for their continued support and co-operationextended by them.

Your Directors also place on record their sincere appreciation to all customer careassociates of the Company.

The Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors
Chandru L. Raheja
May 5 2017 Chairman