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Arvind Ltd.

BSE: 500101 Sector: Industrials
BSE 00:00 | 18 Jul 404.55 -6.05






NSE 00:00 | 18 Jul 404.65 -7.85






OPEN 412.25
VOLUME 121304
52-Week high 477.85
52-Week low 358.00
P/E 39.05
Mkt Cap.(Rs cr) 10,462
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 412.25
CLOSE 410.60
VOLUME 121304
52-Week high 477.85
52-Week low 358.00
P/E 39.05
Mkt Cap.(Rs cr) 10,462
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Arvind Ltd. (ARVIND) - Director Report

Company director report

To the Members

Your Directors are pleased to present the Annual Report along with theAudited Financial Statements for the period from 1st April 2016 to 31st March2017.


Highlights of Financial Results for the year are as under:

Rs in crores

Standalone Consolidated
2016-2017 2015-2016 2016-2017 2015-2016
Turnover & Operating 5955.68 5364.82 9235.54 8010.57
Profit before Finance 819.77 891.41 1021.38 1033.13
Costs Depreciation and Amortisation
Expenses Extraordinary Items &
Tax Expenses
Less : Finance costs 234.28 292.16 288.41 358.63
Profit before 585.49 599.25 732.97 674.50
Depreciation and
Expenses Extraordinary Items & Tax Expenses
Less : Depreciation and 184.79 149.16 297.08 240.48
Amortisation Expenses
Profit before 400.70 450.09 435.89 434.02
Extraordinary Items and Tax Expenses
Less : Exceptional Items 18.06 -1.37 18.06 -1.37
Profit Before Tax 382.64 451.46 417.83 435.39
Current Tax 105.16 95.99 134.97 105.93
Deferred Tax 6.6 34.83 (35.29) 18.69
Share of profit/(loss) of NIL NIL 1.91 5.37
Joint Ventures
Profit After Tax 270.88 320.64 320.06 316.14


FY2016-17 was a mixed year for global economies with improving economiccondition but new challenges emerging. Global trade growth in 2016 recorded its weakestperformance since the global financial crisis. US saw a marked slowdown in economic growthin

2016 over the previous year. However in spite of relatively weakunderlying growth unemployment in the economy continues to decline leading to highconsumer confidence. Euro zone was shaken by UK's referendum on exiting the EuropeanUnion which led to sharp depreciation both in Euro and GBP. However the Euro zone showeda lot of resilience post the Brexit and confidence in the regions remained high. Consumerdemand was steady for most of the year thanks to continuously falling unemployment rate.China continues to face pressure on capital outflows and saw its currency depreciating inFY17 which provided some support to their exports.

Indian economy continued to grow at a strong pace albeit slower thanprevious year. Government Agencies expect the economy to grow at 7.1% in 2016-17 slowingfrom 7.6% in the previous financial year. A few key acts including long awaited GST Actwas finally approved paving the way for its implementation in the current financial year.Consumer spending got a huge shock when

Government demonetised two highest denominated currency bills. Howeveras the year progressed demand recovered and achieved normalcy by 4th quarter.Thanks to the sustained lower crude prices and good monsoon inflation also remained incheck.

In this economic scenario your company delivered a growth of 15.3% inrevenue while Operating Earnings before Interest Depreciation and Taxes (EBITDA) was down1% during FY2016-17. Strong growth of

26% in our brands and retail business drove the growth in overallrevenue. Profit before taxes for the year was Rs 436 crores a growth of 0.4% over theprevious year.

A detailed analysis of the financial results is given in the Management

Discussion and Analysis Report which forms part of this report.


Your Directors have recommended a dividend of 24% i.e. Rs2.40 perequity share of Rs10 each for the year ended on 31st March 2017. The dividend ifapproved by the members would involve a cash outflow of Rs 74.67 crores (inclusive of taxon dividend).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 top five hundred listedentities based on market capitalization are required to formulate a Dividend DistributionPolicy. The Board has approved and adopted the Dividend Distribution Policy and the sameis available on the

Company's Website at:


During the year under review the Company has not transferred anyamount to reserves.


During the year 2016-17 your Company has allotted 116000 EquityShares of Rs 10 each to the eligible employees pursuant to the exercise of stock optionsgranted in terms of the Employees Stock Option Scheme 2008 (ESOS) of the Company.

Consequently the paid up Equity Share Capital of the Company stood atRs 258.36 crores. During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.


The Company has instituted the Employees Stock Option Scheme (ESOS)to grant equity based incentives to certain eligible employees and directors of theCompany and its subsidiary companies. During the year under review the Nomination andRemuneration Committee has granted 9 lakhs stock options to the wholetime

Director and Chief Financial Officer of the Company at an exerciseprice of Rs 316.50 per option representing one equity share for each option uponexercise. Details of the shares issued under Employee

Stock Option Scheme (ESOS) and also the disclosures in compliance withSection 62 of the Companies Act 2013 and Rule 12 of Companies (Share Capital andDebentures) Rules 2014 and the Securities and

Exchange Board of India (Share based Employee Benefits) Regulations2014 are set out in ‘‘Annexure -A'' to this report.


No disclosure is required under section 67 (3) (c) of the CompaniesAct 2013 read with Rule 16(4) of Companies (Share Capital and

Debentures) Rules 2014 in respect of voting rights not exerciseddirectly by the employees of the Company as the provisions of the said section are notapplicable.


The Company has repaid the installments of Term Loans amounting toRs 995 crores during the current year. The Company has also made fresh borrowings of Rs583crores (Rs 530 crores from subsidiaries) for funding capital expenditure and otherrequirements. Long Term

Debt of the Company stands to Rs1189 crores (Rs 530 crores loan fromsubsidiaries) as on 31st March 2017.


During the year under review your Company has not accepted orrenewed any Deposit within the meaning of Section 73 of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014. Hence the requirement of furnishingdetails of deposits which are not in compliance with Chapter V of the Act is notapplicable.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 Detailsof Loans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements.


As mandated by the Ministry of Corporate Affairs the Company hasadopted Indian Accounting Standards ("Ind AS") from 1st April 2016with a transition date of 1st April 2015. The Financial Results for the year2016-17 have been prepared in accordance with Ind AS prescribed under Section 133 of theCompanies Act 2013 read with the relevant rules issued thereunder and the otherrecognized accounting practices and policies to the extent applicable. The

Financial Results for all the periods of 2016-17 presented have beenprepared in accordance with Ind AS.


The Consolidated Financial Statements of the Company are prepared inaccordance with relevant Indian Accounting Standards issued by the Institute of CharteredAccountants of India and form part of this Annual Report.


Arvind Ltd. believes in inclusive development of the communitywhere we operate and the society at large. Our development programs endeavour to create apositive impact on the community by empowering people with knowledge and skills andproviding institutional support for growth and development. We have created a synergisticalignment between our social and economic goals while working with the underservedcommunity. Our initiatives in the realm of social development are undertaken by StrategicHelp Alliance for Relief to Distressed Areas (SHARDA) Trust and Narottam Lalbhai RuralDevelopment Fund (NLRDF).Both these organizations have been working on programs of socialrenewal with urban and rural poor respectively. In addition to this we set up The ArvindFoundation in the year 2015-16 as a Section 8 company to act as an umbrella organizationto strengthen and expand the present initiatives.

We also partner with likeminded individuals organisations GovernmentCorporate Academic Institutions Research

Development and Training bodies and NGOs which bring specificexpertise.

Initiatives undertaken by SHARDA Trust:

Gyanda is a unique supplementary education model designed for primarysecondary and higher secondary school going children studying in Municipal Schools. Itprevents these children from dropping out and helps them complete their basic educationfrom standard V to XII while focusing on improving their academic performance and overallpersonality development leading them to become last generation in poverty. The Gyandaapproach works on a multipronged strategy - providing academic support in form of tutoringand mentoring financial support in the form of sponsorships for continuing educationmentoring support for overall personality development and parent support in each and everystage of their education to have a dream about their children.

At present there are around 1200 students in our system and we plan toexpand the program rapidly.

Primary Health Centres – Powered By Arvind: Considering the lackof facilities for credible affordable and quality primary healthcare in

Ahmedabad Arvind Limited established Arvind Medical Centres inAssociation with Swasth India Foundation. These Primary Health Centres provide qualityhealthcare to people that include -Doctor (consultation) Diagnosis (Pathological Tests)Drug (Strip Packed Quality Medicines) Dental Care and Day Time Care when required. 3centres have been set up during the financial year 2 in Ahmedabad and 1 in Khatraj (Taluka–Kalol District- Gandhinagar). All the 3 centres are operational and are providingquality care to people.

Rural Development Initiatives undertaken by NLRDF:

NLRDF focuses its efforts to make the rural community self-reliantprosperous and growth oriented. We are currently working in 3 districts of Gujaratreaching out to a population of around 35000 people. NLRDF believes in creating synergiesand hence we actively work towards linking government programmes with the rural poor toincrease the efficiency and effectiveness of the delivery process.

Through NLRDF the company has undertaken initiatives of women andchild development (focusing on improving maternal and infant nutrition) HIV / AIDSawareness promoting organic farming skill development program for women and youthcommunity health better sanitation practices micro enterprise development and many more.The Annual Report on CSR ACTIVITIES in prescribed format is enclosed with this in‘‘Annexure-B''.


The Company believes that Human Resources play a significant role inachieving its business vision. Hence the Company continues to invest on hiring the besttalent from other industries developing and retaining the available talent to ensure asustainable talent supply within the organization. The Company provides variousopportunities to the employees to develop and hone their skills to take up higherresponsibilities in the organization.

A well - defined competency framework outlines the leadershipbehaviours expected from employees to be successful in Arvind. The

Company also uses various communication channels to seekemployees' feedback about the overall working environment and the necessary tools andresources they need to perform at their best potential. Diverse employee engagementinitiatives are launched to ensure employees of various age and background continue to beeffective in their roles and build meaningful career at Arvind.

The Group's Corporate Human Resources plays a critical role incompany's talent management process.


The Company has a robust Enterprise Risk Management framework whichenables it to take certain risks to remain competitive and achieve higher growth and atthe same time mitigate other risks to maintain sustainable results.

Under the framework the Company has laid down a Risk Management

Policy which defines the process for identification of risks itsassessment mitigation measures monitoring and reporting. While the Company through itsemployees and Executive Management continuously assess the identified Risks the AuditCommittee reviews the identified Risks and its mitigation measures annually.

The Company has identified 19 Risks - 4 Strategic Risks 12 Operational

Risks & 3 Regulatory Risks. Key Strategic Risks includegeographical concentration of its manufacturing capacity reputational risk changingcustomer preference from cotton to blends & business continuity planning. KeyOperating Risks include fluctuation in cotton prices labour unrest increased global andlocal competition customers credit risk sales channel disruption customers'concentration & fluctuation on foreign exchange rates. Regulatory Risks includechanges in taxation regime bilateral/multilateral trade agreements government policieswith respect to textiles & regulatory compliances.


The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has an Internal Audit Department withadequate experience and expertise in internal controls operating system and procedures.In discharging their role and responsibilities the department is supported by an externalaudit firm.

The Internal Audit Department reviews the adequacy of internal controlsystem in the Company its compliance with operating systems and laid down policies andprocedures. Based on the report of internal audit function process owners undertakecorrective actions in their respective areas and thereby strengthen the controls.

Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.


The Company has a vigil mechanism named Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The details of the Whistle BlowerPolicy are explained in the Corporate

Governance Report and also posted on the website of the


As on 31st March 2017 the Company has 22 subsidiaries(Direct or Indirect) and 5 joint venture companies. During the year under review theCompany has incorporated/ acquired the following companies as subsidiaries/joint ventures(Direct or Indirect):

1. Arvind Fashions Limited (Subsidiary)

2. Arvind Ruf & Tuf Private Limited (Subsidiary)

3. Arvind Premium Retail Limited (Subsidiary)

4. Arvind True Blue Limited (Subsidiary)

During the year under review the following subsidiaries ceased to bethe subsidiaries of the Company.

1. Asman Investments Limited

2. Arvind Accel Limited

Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 a statement containing salient features offinancial statements of subsidiaries associates and joint venture companies in Form AOC-1is attached to the Financial Statements. The separate audited financial statements inrespect of each of the subsidiary shall be kept open for inspection at the RegisteredOffice of the Company. The Company will also make available these documents upon requestby any Member of the Company interested in obtaining the same. The separate auditedfinancial statements in respect of each of the subsidiary are also available on thewebsite of the Company at The Company has framed a policy for determiningmaterial subsidiaries which has been uploaded on company's website


The Board of Directors consists of 10 members of which six are

Independent Directors. The Board also comprises of one women Director.

As approved by the shareholders at the Annual General Meeting (AGM)held on 4th August 2016 Mr. Sanjay Lalbhai (DIN: 00008329) was appointed asthe Chairman and Managing Director of the

Company for a period of five years with effect from 1st April 2017.

As per the provisions of Section 152 (6) of the Act Mr. Jayesh Shah(DIN:00008349) shall retire by rotation at the ensuing Annual

General Meeting and being eligible has offered himself forre-appointment as the Director of the Company.

The Board of Directors had on recommendation of Nomination andRemuneration Committee re-appointed Mr. Punit Lalbhai and Mr.

Kulin Lalbhai as Executive Directors of the Company for a furtherperiod of 5 years from 1st August 2017 to 31st July 2022 andapproved the remuneration payable to them for the said period.

As per the provisions of Section 203 of the Companies Act 2013 Mr.Sanjay Lalbhai- Chairman and Managing Director Mr. Jayesh Shah-

Whole time Director and Chief Financial Officer and Mr. R.V. Bhimani-

Company Secretary are the key managerial personnel of the Company.


Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the

Corporate Governance Report.


The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel and Senior Management and their remuneration. The Remuneration Policy isexplained in the Corporate Governance Report forming part of this



In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarizationprogramme for the Independent Directors to familiarize them with their role rights andresponsibility as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarization programme areexplained in the Corporate Governance Report are also available on the Company'swebsite


The Company has received declarations from all the Independent

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


A calendar of Meetings is prepared and circulated in advance to theDirectors.

During the year under review 5 meetings of the Board were held. Thedetails of the meetings are provided in the Corporate Governance Report forming part ofthis Report.


Pursuant to Section 134 (5) of the Companies Act 2013 the Board of

Directors to the best of their knowledge and ability confirm that: preparation of the annual accounts for the financial year ended March 31 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b. they have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c. they havetaken proper and sufficient care towards the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. they have prepared theannual accounts on a going concern basis; e. they have laid down internal financialcontrols which are adequate and are operating effectively; f. they have devised propersystems to ensure compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.


All the related party transactions are entered on arm's lengthbasis in the ordinary course of business and are in compliance with the applicableprovisions of the Companies Act 2013 and the SEBI

(LODR) Regulations. There are no materially significant related partytransactions made by the Company with Promoters Directors or

Key Managerial Personnel etc. which may have potential conflict withthe interest of the Company at large or which warrants the approval of the shareholders.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014. However the details ofthe transactions with Related Party are provided in the Company's financialstatements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee andthe Board. Omnibus approval is obtained for the transactions which are foreseen andrepetitive in nature. A statement of all related party transactions is presented beforethe Audit Committee on a quarterly basis specifying the nature value and terms andconditions of the transactions. The Policy on Related Party Transactions as approved bythe Board is available on Company's website


There are no significant material orders passed by the Regulators /

Courts which would impact the going concern status of the Company andits future operations.


A. Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013 theterm of office of M/s. Sorab S. Engineer & Co. Chartered

Accountants (ICAI Registration No.110417W) as Statutory Auditors ofthe Company will conclude from the close of the forthcoming Annual General Meeting of theCompany. The Board of Directors places on record its appreciation for the servicesrendered by M/s. Sorab S. Engineer & Co. as the Statutory Auditors of the Company.Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of Deloitte Haskins & Sells LLP Chartered Accountants(ICAI Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Companypursuant to Section 139 of the Companies Act 2013.

Members' attention is drawn to a Resolution proposing theappointment of Deloitte Haskins & Sells LLP Chartered Accountants as StatutoryAuditors of the Company which is included at Item No. 4 of the Notice convening the AnnualGeneral Meeting.

Further the report of M/s. Sorab S. Engineer & Co. the StatutoryAuditors along with notes to Financial Statements is enclosed to this annual report. Theobservations made in the

Auditors' Report are self-explanatory and therefore do not callfor any further comments.

B. Cost Auditors

On the recommendation of the Audit Committee the Board of Directorsappointed M/s Kiran J. Mehta & Co. Cost Accountants Ahmedabad (Firm Registration No.000025) as Cost Auditors of the Company for the year 2017-18 under Section 148 of theCompanies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules 2014.

M/s Kiran J. Mehta & Co. have confirmed that they are free fromdisqualification specified under Section 141 (3) and proviso to

Section 148 (3) read with Section 141 (4) of the Companies Act 2013and that their appointment meets the requirements of Section 141 (3) (g) of the CompaniesAct 2013. They have further confirmed their independent status and an arm's lengthrelationship with the Company.

The remuneration payable to the Cost Auditors is required to be placedbefore the Members in a general meeting for their ratification. Accordingly a Resolutionfor seeking Members' ratification for the remuneration payable to M/s Kiran J. Mehta

& Co. Cost Auditors is included at item No. 5 of the noticeconvening the Annual General Meeting.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Hitesh Buch & Associates a firm of Company

Secretaries in practice to conduct the Secretarial Audit of the

Company for the financial year 2016-17. The Secretarial Audit Report isannexed herewith as "Annexure-C". The Secretarial Audit Report does not containsany qualifications reservation or adverse remarks.


Your Company believes that its Members are among its most importantstakeholders. Accordingly your Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact thesocio-economic and environmental dimensions and contribute to sustainable growth anddevelopment.


The Corporate Governance Report and Management Discussion &Analysis which form part of this Report are set out as separate

Annexures together with the Certificate from the auditors of the

Company regarding compliance of conditions of Corporate Governance asstipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.


The Business Responsibility Report for the year ended 31st March 2017as stipulated under Regulation 34 of the SEBI (LODR)

Regulations 2015 is annexed which forms part of this Annual Report.


The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section

134(3)(m) of the Companies Act 2013 read with Rule 8 of The

Companies (Accounts) Rules 2014 is annexed herewith as"Annexure- D".


The details forming part of the extract of the Annual Return in formMGT-9is annexed herewith as "Annexure -E".


The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request. In terms of Section 136(1) of the Companies Act 2013 the Report andAccounts are being sent to the Members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by theMembers at the Registered

Office of the Company during business hours on working days of the

Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the (Appointmentand Remuneration of Managerial Personnel)

Rules 2014 are given in ‘‘Annexure-F'' to thisreport.


The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy against sexual harassment in line with the provisions of SexualHarassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. Arvind Internal Complaints Committee (AICC) is formed and its details aredeclared across the organizations. All AICC members are trained by subject experts onhandling the investigations and proceedings as defined in the policy.

During the financial year 2016-17 the Company has received 2 (two)complaints on sexual harassment. AICC conducted the proceedings as defined in the Policy.Out of which one complaint did not qualify to be considered as a Sexual Harassment case asdefined in the policy.

The second case was dealt with as per the policy guidelines and ICCrecommendations were given in a fair and just manner.


The Board expresses its sincere thanks to all the employees customerssuppliers investors lenders regulatory and government authorities and stock exchangesfor their co-operation and support and look forward to their continued support in future.

By order of the Board
Date: May 11 2017 Sanjay Lalbhai
Place: Ahmedabad Chairman and Managing Director