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Coffee Day Enterprises Ltd.

BSE: 539436 Sector: Services
NSE: COFFEEDAY ISIN Code: INE335K01011
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VOLUME 3530
52-Week high 356.20
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Mkt Cap.(Rs cr) 5,646
Buy Price 267.25
Buy Qty 190.00
Sell Price 269.20
Sell Qty 50.00
OPEN 262.00
CLOSE 263.10
VOLUME 3530
52-Week high 356.20
52-Week low 237.10
P/E
Mkt Cap.(Rs cr) 5,646
Buy Price 267.25
Buy Qty 190.00
Sell Price 269.20
Sell Qty 50.00

Coffee Day Enterprises Ltd. (COFFEEDAY) - Director Report

Company director report

Dear Memb ers

Your Directors have pleasure in presenting their 10th Annual Report on business andoperations along with the Audited financial statements and the Auditor's report of theCompany for the financial year ended 31 March 2018.

Financial Highlights:

Amount in Rs Million
Particulars Coffee Day Enterprises Limited Coffee Day Enterprises Limited Coffee Day Global Limited Coffee Day Global Limited
(Consolidated) (Consolidated) (Consolidated) (Consolidated)
FY 18 FY 17 FY 18 FY 17
Gross Operational 43305 35519 20161 17728
Revenue
Finance charges 3491 3172 683 479
Depreciation 2604 2268 1743 1633
Profit Before Tax 2251 1371 647 498
Income Tax 768 555 276 230
Profit attributable to the owners 1063 470 370 264

PERFORMANCE OVERVIEW

During the fiscal year ended 31 March 2018 consolidated gross revenue grew by 22%driven by strong impetus from Coffee Financial Services & Multimodal Logistics. Theretail gross revenue in coffee business contributed a growth of 12%. Consolidated Profitafter tax and exceptional is Rs 1063 Million (Includes Rs 388 Million on account of saleof Global Edge Software Limited) for the year 2018 compared to Profit of Rs 470 Millionfor the previous year.

A detailed performance analysis is provided in the

Management Discussion and Analysis segment which is annexed to this report.

STATE OF THE COMPANY'S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion &Analysis Report.

DIVIDEND

The Board of Directors of the Company does not recommend any dividend for the financialyear 2017-18.

TRANSFER TO RESERVES:

In accordance to the provisions of Section 134(3)(j) of the Companies Act 2013(hereinafter "the Act") the Company has not proposed any amount to transfer tothe General reserves of the Company for the financial year 2017-18.

CHANGES IN SHARE CAPITAL:

During the year under review the paid-up equity share capital of the Company increasedfrom Rs. 2060017190/- to Rs. 2112517190/- pursuant to the Scheme of Amalgamationfiled under Section 230 to 232 of the Act whereby the Company has allotted 5250000equity shares to the shareholders of Coffee Day Overseas Private Limited by virtue offinal order dated 31 August 2017 passed by National Company Law Tribunal (NCLT).

With reference to the above the said number of equity shares has been admitted forlisting and trading purpose on both National Stock Exchange and Bombay Stock Exchangeeffective from 28 December 2017 and 29 December 2017 respectively.

MERGER U/S 233 OF THE ACT W.R.T.

‘MATERIAL SUBSIDIARY' OF THE COMPANY:

In line with the provisions of Section 233 of the Act and Rule 25(5) of the Companies(Compromises Arrangements and Amalgamations) Rules 2016 the Regional Director (RD) ofHyderabad had issued the order dated 30 January 2018 and approved the merger of Coffee DayGlobal Limited (‘Material Subsidiary') and its subsidiary Companies namelyAmalgamated Holdings Limited Coffee Day Properties (India) Private Limited and GangaCoffee Curing Works Limited.

DEPOSITS:

The Company has not accepted any Deposits under Section 73 and Chapter V of the Act andthe rules made thereunder.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of the loans guarantees and investments are provided in the notes to theaudited financial statements annexed with the Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March 2018 the Company has 45 subsidiaries (including indirectsubsidiaries) 3 Associate Companies and 3 Joint Ventures. The details of the Companieswhich have become or ceased to be the Company's Subsidiaries Associate Companies or JointVentures are mentioned in "Form AOC-1" which is attached as an "Annexureto the Consolidated Financial Statements." A statement containing the salientfeatures of the financial statements of Subsidiaries Associate Companies or JointVentures are mentioned specifically in the same annexure as mentioned above. In accordancewith Section 136(1) of the Act the financial statements of the subsidiary companies areavailable on the Company's official website post approval of the members.

In line with Regulation 24 and Regulation 46(2)(h) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter "the ListingRegulations") the Company has formulated a detailed policy for determining‘material' subsidiaries and the said policy is available on the Company's officialwebsite and may be accessed at the link: http://www.coffeeday.com/PDF/MATERIAL-SUBSIDIARIES.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As stated in Regulation 34(2)(e) of the Listing Regulations the Annual report shallcontain a detailed report on Management Discussion & Analysis which is heretoattached with the Annual report in "Annexure-1."

CORPORATE GOVERNANCE:

The report on Corporate Governance along with a Certificate from the Practicing CompanySecretary regarding proper compliance of Corporate Governance pursuant to the requirementsof Schedule V of the Listing Regulations forms an integral part of the Annual Reportstated in "Annexure-2."

DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2016 the Board of the Company has adoptedDividend Distribution policy in their meeting held on 18th May 2017 which aims at markingthe right balance between the quantum of dividend paid to its shareholders and the amountof profit retained for its commercial requirements. The said policy is annexed with thisReport as "Annexure-3."

BOARD DIVERSITY:

The Company recognises and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge and industry experience that will help us retain our competitive strength. TheCompany has evaluated the policy with a purpose to ensure adequate diversity in its Boardof Directors which enables them to function efficiently and foster differentiated thoughtprocesses at the back of varied industrial and management expertise. The Board recognisesthe importance of a diverse composition and has therefore adopted a Board DiversityPolicy. The policy is made available on the Company's official website via linkhttp://www.coffeeday. com/PDF/BOARD%20DIVERSITY%20POLICY.pdf

BOARD EVALUATION AND POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

In accordance with Section 178(3) of the Companies Act 2013 the Nomination andRemuneration Committee has specified the criteria and manner for effective evaluation ofperformance of the ‘Board' its ‘Committees' and ‘Individual Directors'carried out either by the Board by the Nomination and Remuneration Committee or by anindependent external agency and reviewed its implementation and compliance.

The detailed policy in compliance with Section 178(3) of the Act read along withRegulation 19 of the Listing Regulations has been approved by the Board of Directors ofthe Company and is made accessible on the Company's official website at the following linkhttp://www.coffeeday. com/PDF/NOMINATION%20&%20REMUNERATION%20 POLICY.pdf.

APPOINTMENT/ RESIGNATION/

RE-APPOINTMENT OF BOARD OF DIRECTORS

There has been no change in the Composition of the Board this year.Mr. Sanjay OmprakashNayar shall retire by rotation at the ensuing Annual General meeting and is eligible forre-appointment

DIRECTOR'S RESPONSIBILITY STATEMENT

In Compliance with section 134(5) of the Companies Act 2013 the Board of Directorshereby confirms the following::

(a). In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

(b). 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 and loss of the Company for that period;

(c). 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;

(d). The Directors have prepared the annual accounts on a going concern basis; and

(e). The Company is responsible for establishing and maintaining adequate and effectiveinternal financial controls with regard to its business operations and in the preparationand presentation of the financial statements in particular the assertions on theinternal financial controls in accordance with broader criteria established by theCompany.

Towards the above objective the directors have laid down the internal controls basedon the internal controls framework established by the Company which in all materialrespects were operating effectively as on 31st March 2018.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate. The Company has substantiallycomplied with material provisions of such acts and regulations as are relevant for itsoperations. No material or significant non compliances were reported or identified duringthe year.

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given their declarations stating that they meet thecriteria of independence as laid down under Section 149(6) of the Act read with Regulation16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfil theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the management.

COMMITTEES OF THE BOARD:

The Company has four main Committees of the Board i.e.: (a). Audit Committee (b).Nomination and Remuneration Committee (c). Stakeholder's Relationship Committee and (d).Corporate Social Responsibility Committee.

The detailed information on each of these committees including its compositionfunctioning and number of meetings is disclosed in the Corporate Governance report annexedwith the Annual Report of the Company.

AUDIT COMMITTEE:

The Board has constituted an Audit Committee comprising of Mr. S.V. Ranganath asChairman Dr. Albert Hieronimus and Mr. V.G. Siddhartha as its Members. There have been noinstances during the year where recommendations of the Audit Committee were not acceptedby the Board. The details of the composition of the Board and its Committees and number ofmeetings held and attendance of Directors at such meetings are provided in the CorporateGovernance Report which forms part of the Annual Report.

MEETINGS OF THE BOARD:

During the financial year 2017-18 the meetings of the Board of Directors were heldFive (5) times. Details of these meetings and other Committee/General meetings are givenin the report on Corporate Governance Report attached with the Annual report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the FY 2017-18 were on anarm's length basis and in the ordinary course of business. There were no materiallysignificant Related Party Transactions made by the Company during the year that requiredshareholders' approval under Regulation 23 of the Listing Regulations. Prior omnibusapproval from the Audit Committee is obtained for transactions which are repetitive innature. Further disclosures are made to the Committee on a quarterly basis. None of thetransactions entered into with related parties falls under the scope of Section 188(1) ofthe Act and hence there is no such requirement to enclose ‘Form AOC-2' pursuant toSection 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014.

The Company has adopted a Policy for dealing with Related Party Transactions and ismade available on the Company's official website via web link http://www.coffeeday.com/PDF/RPT%20POLICY.pdf

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

There has been no material change and commitment affecting the financial performanceof the Company which has occurred from the end of the financial year of the Company towhich the financial statements relate and the date of this Report.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS & OUTGO:

The information on conservation on energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is provided in "Annexure-4" to this Annualreport.

AUDITORS:

a) Statutory Auditors:

As per the provisions of the Act the period of office of M/s B.S.R & Co. LLPChartered Accountants (ICAI FRN: 101248W/ W-100022) Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting.It is proposed to appointB.S.R. & Associates. LLP Chartered

Accountants (ICAI FRN: 116231W/W-100024) for a term of 5 (five) consecutive years andhave confirmed their eligibility and qualification required under the Act for holding theoffice as Statutory Auditors of the Company.

b) Secretarial Auditor:

In accordance with Section 204 of the Act and the rules made there under the Companyhas appointed M/s HRB & Co. to undertake the Secretarial Audit of the Company for thefinancial year ended 31st March 2018. The Secretarial Audit report issued in this regardis attached as "Annexure-5".

c) Cost Auditor:

In terms of the provisions of Section 148 of the Act the appointment of the CostAuditors does not apply to the Company.

d) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Company has appointed M/s A B S & Co. Chartered Accountants asInternal Auditors of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

a) National Company Law Tribunal (NCLT)

Pursuant to the Scheme of Amalgamation filed under Section 230 to 232 of the Act theNational Company Law Tribunal has passed the final order dated 31st August 2017 and theCompany has allotted 5250000 Equity shares to the Shareholders of Coffee Day OverseasPrivate Limited.

b) Regional Director Hyderabad w.r.t. its Material Subsidiary Coffee Day GlobalLimited:

In line with the provisions of Section 233 of the Act and Rule 25(5) of the Companies(Compromises Arrangements and Amalgamations) Rules 2016 the Regional Director (RD) ofHyderabad had issued the order dated 30th January 2018 and approved the merger of CoffeeDay Global Limited (‘Material Subsidiary') and its subsidiary Companies namelyAmalgamated Holdings Limited Coffee Day Properties (India) Private Limited and GangaCoffee Curing Works Limited.

EXTRACT OF ANNUAL RETURN:

An extract of the Annual return has been annexed to the Board's Report in compliancewith Section 92 of the Companies Act 2013 read with applicable rules made thereunderannexed as "Annexure-6" to this Report.

BUSINESS RESPONSIBILITY REPORT:

In compliance with the Regulation 34(2)(f ) of the Listing Regulations the BusinessResponsibility Report forms a part of this Annual Report as "Annexure-7".

SECRETARIAL STANDARDS:

The Company complies with all Secretarial Standards issued by Institute of CompanySecretaries of India.

INTERNAL FINANCIAL CONTROL "IFC# AND ITS ADEQUACY:

The internal controls of the Company operate through well documented standard policiesand guidelines. The Company has adequate internal financial control procedurescommensurate with its size and nature of business which helps in ensuring orderly andefficient conduct of its business. This system provides a reasonable assurance offinancial and operational information complying with applicable statutes safeguarding ofassets of the Company prevention and detection of frauds accuracy and completeness ofaccounting records and ensuring compliance with corporate policies.

All the significant internal audit observations and management actions thereon arereported to the Audit Committee on a quarterly basis. The Audit Committee reviews theoperations and assesses the adequacy of the actions proposed and also monitors theirimplementation. The internal auditors conduct a quarterly follow-up for implementation ofall audit recommendations and the status report is presented to the Audit Committeeregularly.

The Company's management has assessed the effectiveness of the internal control overfinancial reporting for the year ended 31st March 2018 and based on the assessmentbelieve that the system is working effectively. The Statutory Auditors have issued areport on the adequacy and effectiveness of the internal control systems over financialreporting.

WHISTLEBLOWER POLICY/VIGIL MECHANISM:

As per the requirements laid down under Section 177 of the Act and Regulation 22 of theListing Regulations the Company has established the Whistleblower Policy which encouragesDirectors and employees to bring to the Company's attention instances of unethicalbehaviour actual or suspected incidents of fraud or violation of the Company's Code ofConduct that could adversely impact on Company's operations and business. The Policyprovides that the Company investigates such incidents when reported in an impartialmanner and takes appropriate action to ensure that requisite standards of professional andethical conduct are always upheld. The practice of the Whistleblower Policy is overseen bythe Audit Committee and no employee has been denied access to the Committee. The WhistleBlower Policy is available on the Company's official website and may be accessed throughthe web link: http://www.coffeeday.com/PDF/ CDEL-Whistle-Blower-Policy.pdf

PARTICULARS OF EMPLOYEES:

As stated in provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules whichincludes the name of top 10 employees in terms of remuneration forms part of this annualreport. Pursuant to the provisions of Section 136(1) of the Act the Board report is beingsent to the shareholders including the said statement.

Disclosure pertaining to the remuneration as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in "Annexure-8".

CORPORATE SOCIAL RESPONSIBILITY "CSR#:

Pursuant to the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 and on the recommendations of the CSR Committeecomprising of Mr. S.V. Ranganath as the Chairman and Mr. V.G. Siddhartha and Mrs. MalavikaHegde as Members the CSR policy is adopted and approved by the Board of the Company. Thesaid policy has been hosted on the Company's website and is available on the link:http://www.coffeeday.com/PDF/CSR-Policy-CDEL.pdf. It lays down the purpose of formulationof the policy areas of focus composition of the Committee responsibilities of the Boardof Directors and CSR budget. It also contains the CSR activities which can be carried outby the Company governance structure and through implementation process.

GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond to it anelectronic copy of the Notice of the 10th Annual General Meeting of the Company is sent toall Members whose email addresses are registered with the Company/DepositoryParticipant(s). For members who have not registered their e-mail addresses physicalcopies are sent through the permitted mode.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder. The Policy aims topromote a healthy work environment and to provide protection to employees at the workplaceand redress complaints of sexual harassment and related matters thereto. The Company hasalso constituted an Internal Complaints Committee known as the Prevention of SexualHarassment (POSH) Committee to enquire into complaints of sexual harassment and recommendappropriate action.

During the financial year 2017-18 the Company has not received any complaints onsexual harassment.

BOARD'S RESPONSE ON AUDITORS

QUALIFICATION RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

For the financial year 2017-18 there are no qualifications reservations or adverseremarks made by the Statutory Auditors in their report or by the Practicing CompanySecretary in the Secretarial Audit report of the Company.

RISK MANAGEMENT AND ASSESSMENT:

The Company is exposed to various risks considering the diversified parametersaccording to the different business sectors of the Company such as coffee businesstechnology park business logistics business financial services business and resortbusiness. The Audit Committee oversights the area of financial risks and controls. Majorrisks identified by the business and functions are systematically addressed throughmitigating actions on a continuing basis. The Company has incorporated sustainability inthe process which helps the Board to align potential exposures with the risk appetite andhighlight risks associated with chosen strategies.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143"12#:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and the rules made thereunder.

STATUTORY DISCLOSURES:

None of the Directors of your Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.

GENERAL DISCLOSURES:

a) Buy back of securities

In accordance with Section 68 of the Act the Company has not bought back any of itssecurities during the year.

b) Sweat Equity:

The Company has not issued any Sweat Equity Shares under the provisions of Section 54of the Act.

c) Bonus Shares:

In terms of Section 63 of the Act the Company has not issued Bonus Shares during theyear under review.

d) Employee Stock Option Plan:

Pursuant to the provisions of Section 62 of the Act the Company has not provided anyStock Options to the Employees of the Company.

ACKNOWLEDGEMENT:

The Directors would like to express their gratitude towards the Company's employeescustomers banks and institutions investors and academic partners for their continuoussupport. They also thank the concerned government departments and agencies for theircooperation. The Directors appreciate and value the contribution made by every member ofthe ‘Coffee Day' family.

Place: Bangalore
Date: 09th August 2018
For Coffee Day Enterprises Limited
Sd/- Sd/-
V. G. Siddhartha Malavika Hegde
Chairman & Managing Director Director
DIN: 00063987 DIN: 00136524

Annexure-3

DIVIDEND

DISTRIBUTION POLICY

This policy applies to the distribution of dividend by Coffee Day Enterprises Limited(the "Company") in accordance with the provisions of the Companies Act 2013("Act") and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBIw Regulations).

DEFINITIONS

The terms referred to in the policy will have the same meaning as defined under the Actand the Rules made thereunder and the SEBI Regulations.

BACKGROUND

SEBI has through its notification dated July 8 2016 released the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) (SecondAmendment) Regulations incorporating Regulation 43 A – Dividend Distribution Policyrequiring the top five hundred listed entities based on market capitalization (calculatedas on March 31 of every financial year) to formulate a dividend distribution policy whichshall be disclosed in their annual reports and on their websites.

This Policy sets out the parameters and circumstances that will be taken into accountby the Board of Directors of the Company in determining the distribution of dividend toits shareholders and/or retaining profits earned by the Company. The Board of Directorsmay in extraordinary circumstances deviate from the parameters listed in this policy.

a. The circumstances under which the shareholders may or may not expect dividend;

The Company shall comply with the relevant statutory requirements that are applicableto the Company in declaring dividend or retained earnings. Generally the Board shalldetermine the dividend for a particular period after taking into consideration thefinancial performance of the Company the advice of executive management and otherparameters described in this policy.

b. The financial/internal parameters that shall be considered while declaring dividend;

The Board of Directors of the Company shall consider the following financial parameterswhile declaring dividend or recommending dividend to shareholders: Capital allocationplans including: Expected cash requirements of the Company towards working capitalcapital expenditure in technology and Infrastructure etc.; Investments required towardsexecution of the Company's strategy;

Funds required for any acquisitions that the Board of Directors may approve; and anyshare buy-back plans. Minimum cash required for contingencies or unforeseen events; Fundsrequired to service any outstanding loans; Liquidity and return ratios; Any othersignificant developments that require cash investments.

c. External factors that shall be considered for declaration of dividend

The Board of Directors of the Company shall consider the following external parameterswhile declaring dividend or recommending dividend to shareholders: Any significant changesin macro-economic environment affecting India or the geographies in which the Companyoperates or the business of the Company or its clients; Any political tax and regulatorychanges in the geographies in which the Company operates; Any significant change in thebusiness or technological environment resulting in the Company making significantinvestments to effect the necessary changes to its business model; Any changes in thecompetitive environment requiring significant investment.

d. Policy as to how the retained earnings shall beutilized

The profits earned by the Company can either be retained in the business and used forvarious purposes as outlined in clause (b) above or it can be distributed to theshareholders. e. Provisions in regard to various classes of shares

The provisions contained in this policy shall apply to all classes of Shares of theCompany. It may be noted that currently the Company has only one class of shares namelyEquity Shares.

REVIEW

This policy will be reviewed and amended as and when required by the Board.

LIMITATION AND AMENDMENT

In the event of any conflict between the Act or the SEBI Regulations or any otherstatutory enactments ("Regulations") and the provisions of this policy theRegulations shall prevail over this policy. Any subsequent amendment / modification in theRegulations in this regard shall automatically apply to this policy.

Annexure-4

DETAILS ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

[Pursuant to Section 134(3)(m) of the Companies Act 2013 read with The Companies(Accounts) Rules 2014]

A# CONSERVATION OF ENERGY

Your company is committed to adopt energy efficient practices across all its businessunits offices factories and outlets to reduce the consumption of power by analyzingpower factor maximum demand working hours load factor specific energy consumption andmonthly consumption. On the basis of energy audit following energy conservation measuresare taken:

Installing advanced energy saving gadgets like capacitor banks indigenized componentslike thermo controllers for the ovens and usage of LED lighting etc.

Energy Management by conducting energy audits and introducing innovative ways of savingpower. This includes introducing of high end online energy monitoring system in majorityof CCD outlets With Internet of Things (IoT) it is possible to remotely monitor andmanage energy usage and take timely actions to stop inefficiencies.

The above mentioned initiatives have reduced the energy consumption by 8-9% compared tothe previous fiscal.

B# TECHNOLOGY AND INNOVATION

Coffee Day has been constantly evolving with innovative ideas/Improvements in the areasof Coffee brewing curing roasting testing etc. and to align with the taste of theconsumers we have been innovating vending machines to cater the needs of the corporatecustomers and they are duly supported by latest the efforts however are undertaken andpooled at group level.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars FY 2017-18 FY 2016-17
Foreign Exchange earned Nil Nil
Outgo of Foreign Exchange Rs. 0.9 Miilion Rs. 1.03 Million

Annexure-8

PARTICULAR OF EMPLOYEES 2017–18

DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITHRULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

S. No. Requirements Disclosure
1. The ratio of the remuneration of each director to the median remuneration of the employees for the financial year 2017-18 Designation Ratio
Mr. V.G. Siddhartha Chairman & Managing Director
Mrs. Malavika Hegde Non-Executive Director Nil
Mr. Sanjay Nayar Non-Executive Director
2. The remuneration paid to independent directors were as below: Designation
Mr. S. V. Ranganath Independent Director The Independent directors of the Company were in receipt of sitting fees for attending the Board and Committee meetings and are not paid any remuneration. Current sitting fee for attending Board Meetings is Rs 100000/-.
Dr. Albert Hieronimus Independent Director
Mr. M. D. Mallya Independent Director
The percentage increase in remuneration of each director CFO CEO CS in the financial year CFO Increase of 15% at the group level.
CS
Represents the allocated portion of salary based on time spent.
3. The percentage increase in the median remuneration of employees in the financial year 13%
4. The number of permanent employees on the rolls of the Company 177
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The percentage increase in the salary of employees is 13%. The increment given to employees is based on their potential performance and contribution.
6. Affirmation that the remuneration is as per the remuneration policy of the company Yes it is affirmed.

Information as required under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 and forming part of the Directors' Report for theFinancial Year ended March 31 2018

A. Top 10 Employees (in terms of remuneration

Employee Name Designation in the Company Qualification Previous Employer Total Designation at Previous Employer Amount (In Rs.)
Balachandar Natarajan Group Head – Human Resource M.S.(Industrial Management) Strides Acrolabs Limited 29 Chief Human Resource Officer 13421701
Ketan Sanghvi Senior General Manager – Investor Relations B.Com PGDM (Finance) Kotak Mahindra Capital Company Limited 14 Senior Vice President 44308731
Philip. T. Athyal Senior General Manager – Corporate Finance A.C.A. B.Com Coffee Day Global Limited 21 Senior General Manager – Corporate Finance 4230000
Ganesh Pai General Manager – Corporate Finance A.C.A. B.Com Nvidia Graphics Private Limited 12 Manager – Finance 4033805
R. Ram Mohan Chief Financial Officer A.C.A. B.Com Caterpillar India 31 Director 32952942
Monica Khanna General Manager – Human Resource MBA Heidrick & Struggles – KMC 17 Director– Human Resource 19575373
Sadananda Poojary Company Secretary and Compliance Officer F.C.S I.C.W.A.I B.Com K.S.F.C 29 Deputy Manager 16582624
Devahuthi V Gangwani General Manager – Marketing (PR & Communication) PGD in Mass Communication Coffee Day Global Limited 15 PR Executive 1636034
Ankit Naita Deputy Manager – Corporate Finance A.C.A. B.Com KPMG (India) 5 Consultant 1294603
Brian D'cruz Manager – Resort Hotel Management/ AHMA Sujan Luxury 18 Manager – Resort 1292614

1 Resigned w.e.f. 31st December 2017

2 Represents the allocated portion of salary based on time spent

3 Resigned w.e.f. 31st October 2017

4 Represents the allocated portion of salary based on time spent

B. Employees drawing a Remuneration of INR 1.02 Crores or above per annum and posted inIndia:

Employee Name Designation in the Company Qualification Age Previous Employer Total Experience (In Yrs.) Date of Joining Designation at Previous Employer Amount (In Rs.)
Balachandar Natarajan Group Head- Human Resource M.S.(Industrial Management) 54 Strides Acrolabs Ltd. 29 Jan 212012 Chief Human Resource officer 13421701