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Future Enterprises Ltd.

BSE: 523574 Sector: Industrials
NSE: FEL ISIN Code: INE623B01027
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OPEN 41.05
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VOLUME 87529
52-Week high 51.00
52-Week low 30.45
P/E
Mkt Cap.(Rs cr) 2,009
Buy Price 41.00
Buy Qty 369.00
Sell Price 42.00
Sell Qty 1.00
OPEN 41.05
CLOSE 41.60
VOLUME 87529
52-Week high 51.00
52-Week low 30.45
P/E
Mkt Cap.(Rs cr) 2,009
Buy Price 41.00
Buy Qty 369.00
Sell Price 42.00
Sell Qty 1.00

Future Enterprises Ltd. (FEL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Thirtieth Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended March 312018.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company is as follows:

Particulars Financial Year 2017-18 Financial Year 2016-17
Revenue from operations 4184.80 3782.09
Other Income 183.88 231.05
Total Income 4368.68 4013.14
Profit before Depreciation & Tax 679.76 676.75
Less: Depreciation 698.40 633.19
Tax expense (6.45) -
Profit after Tax (12.19) 43.56

REVIEW OF PERFORMANCE

Income from operations for the financial year 2017-18 the year under review was atRs.4184.80 Crore which was at Rs.3782.09 Crore during the financial year of 2016-17.Profit before Depreciation and tax stood at Rs.679.76 Crore for the financial year 2017-18which was at Rs.676.75 Crore for the previous year. After providing depreciation and taxloss for the year under review was Rs.12.19 Crore as compared to profit of Rs.43.56 Crorefor the previous year.

SHARE CAPITAL

During the year under review the Company has issued and allotted 20537232 EquityShares which are as under:

• The Company has made allotment of 18440808 equity shares of Rs.2/- eachfully paid-up at a premium of Rs.49.95 per share to Cedar Support Services Limited("CEDAR") on October 31 2017 upon conversion of Optionally ConvertibleDebentures (OCDs) which were allotted to CEDAR pursuant to the Composite Scheme ofArrangement between the Company and Future Retail Limited ("FRL") and theirrespective Shareholders and Creditors ("FEL - FRL Scheme"). After conversionthere are no outstanding OCDs remains in the Company.

• On November 13 2017 the Company has made allotment of 2096424 Equity Sharesof Rs.2/- each to the employees of the Company upon exercise their rights of vestedoptions granted to the said employees under Employees' Stock Option Plan - 2012 and 2015 (FEL ESOP 2012 & 2015). None of the employee is in receipt of Equity Shares exceeding1% of Equity Share capital of the Company against the vested options exercised by themunder FEL ESOP - 2012 & 2015.

DIVIDEND AND RESERVES

Your Directors have not recommended any dividend for the financial year 2017-18.Further no amount is proposed to be transferred to the General Reserve.

INVESTMENTS

During the year under review the Company has made following investments which are asunder:

• Subsidiaries Companies:

> Future Merchandising & Sourcing Pte. Ltd. ("FMSPL") is incorporatedas Wholly Owned Subsidiary Company at Singapore. The Company has invested US $ 30000 inFMSPL.

> Company has acquired shares held by one of the investor of Future E-CommerceInfrastructure Limited ("FECIL") for a value of Rs.1 Crore and increased itsstake from 70.43% to 86.71%.

• Joint Venture/SPV Companies

The Company has made further investment of Rs.58.75 Crore in Future Generali India LifeInsurance Company Limited and Rs.56.36 Crore in Sprint Advisory Services Private Limitedas a part of its entitlement of Rights issue of respective companies.

DIVESTMENTS

On July 6 2017 the Company divested its holding of Future Consumer Limited("FCL") as a part of its divestments initiatives. At the end of the financialyear ended March 31 2018 your Company directly holds 100 equity shares in FutureConsumer Limited.

On December 8 2017 the Company participated in Offer for Sale ("OFS") anddivested 1956914 Equity shares of its subsidiary company Future Supply Chain SolutionsLimited ("FSCSL") comprising of 5% of paid-up Equity share capital of FSCSL.

DEBENTURES

During the year under review the Company has raised long term funds throughNon-Convertible Debentures aggregating Rs.774 Crore. The funds were utilised for theobjects as stated at the time of raising funds. This has helped the Company to improve itsdebt maturity profile as well as reduce the overall cost of debt.

The Company has made timely payment of interests and principal amount as and when dueon Debentures issued by the Company. The Company has repaid the principal amount ofSecured Redeemable Non - Convertible Debentures Series- IX A of Rs.415.48 Crore togetherwith accrued interest thereon on March 27 2018.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as at March 312018.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Statutory Auditorsof the Company regarding the compliance with the conditions of Corporate Governance asstipulated under Regulation 34 read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

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

POLICIES AND DISCLOSURE REQUIREMENTS

The Company has in inter-alia following policies & code of conduct dulyapproved by the Board of Directors of the Company:

• Details of programmes for familiarization of Independent Directors with theCompany are available on the website of the Company at the link http://felindia.in/pdf/Details_of_Familiarisation_Programs_Imparted_to_Independent_Directors.pdf

Policy for determining material subsidiaries of the Company is available onthe website of the Company at the link http://felindia.in/pdf/Policy_For_Material_Subsidiary.pdf

Policy for determining Materiality of Events of the Company is available onthe website of the Company at the link http://felindia.in/pdf/Policy_For_Determining_Materiality_Of_Events.pdf

Archival policy of the Company is available on the website of the Company atthe link http://felindia.in/ pdfArchival_Policy.pdf

Policy for determining the code of conduct of board of directors and seniormanagement personnel of the

Company is available on the website of the Company at the link http://felindia.in/pdf/Code_of_Conduct.pdf

Policy on dealing with related party transactions is available on thewebsite of the Company at the link

http://felindia.in/pdf/Related_Party_Transaction_

Policy.pdf

Remuneration Policy of the Company is available on the website of theCompany as at the link http:// felindia.in/pdf/Remuneration_Policy.pdf

The Dividend distribution policy is given as Annexure I to thisReport. The same is also available on the website of the Company at the link http://felindia.in/pdf/Dividend_Distribution_Policy.pdf

The Company has formulated and disseminated a Whistle Blower Policy to provide VigilMechanism for employees and Directors of the Company to report genuine concerns that couldhave serious impact on the operations and performance of the business of the Company. ThisPolicy is in compliance with the provisions of the Act and the regulations of the ListingRegulations.

NUMBER OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year 2017-18. Thedetails of Board meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS

Details of Committees of the Company along with their terms of reference compositionand meetings held during the year are provided in the Corporate Governance Report whichforms part of the Annual Report.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following Subsidiaries (including step down subsidiaries) JointVentures and Associates as at the end of financial year ended March 31 2018.

Futurebazaar India Limited

Futurebazaar India Limited ("FBIL") is set up as the e-Retailing arm of theFuture Group for providing on-line shopping experience through e-portal www.futurebazaar.com. Your Company holds 100% in FBIL. FBIL is successfully operating its e-retailingbusiness and during the financial year ended March 31 2018 it has registered income fromoperations amounting to Rs.42.80 Crore and its net profit stood at Rs.0.08 Crore.

Future Media (India) Limited

Future Media (India) Limited ("FMIL") is the Group's media venture aimed atcreation of media properties in the ambience of consumption and thus offers activeengagement to brands and consumers. FMIL offers relevant engagement through its mediaproperties

like Visual Spaces Television and Activation. The Company holds equity capital of93.10% in FMIL. During the financial year ended March 31 2018 FMIL registered incomefrom operations amounting to NIL and the net loss stood at Rs.0.06 Crore.

Future Supply Chain Solutions Limited

Future Supply Chain Solutions Limited ("FSCSL") is designed to operate in thelogistics transportation distribution and warehousing space. FSCSL provides solutions inthe areas of integrated Supply Chain Management warehousing distribution and Multi Modaltransportation. Your Company has 51.22 % stake in FSCSL. FSCSL has warehousingspace of 4.58 million square feet spread over all across India. FSCSL is currentlybuilding large scale warehousing facilities and also increasing its presence in 3PLlogistics solutions. During the year ended March 31 2018 FSCSL has registered incomefrom operations amounting to Rs.774.99 Crore and the earned net profit of Rs.67.35 Crore.

Vulcan Express Private Limited

Vulcan Express Private Limited ("VEPL") was acquired by Future Supply ChainSolutions Limited on February 2 2018. VEPL is 100% subsidiary of FSCSL and accordinglyis step down subsidiary of the Company. VEPL has earned revenue of Rs.18.67 Crore &incurred net loss of Rs.8.44 Crore during the year ended March 31 2018.

Bluerock eServices Private Limited

Bluerock eServices Private Limited ("BEPL") was incorporated to deal in thebusiness of furniture and home furnishing under the brand "Fabfurnish". BEPL is100% subsidiary of the Company. BEPL has earned revenue of Rs.4.28 Crore & incurrednet loss of Rs.1.64 Crore during the year ended March 31 2018. During the year underreview BEPL has demerged its ecommerce business undertaking and vested the same withPraxis Home Retail Limited w.e.f. November 20 2017.

Future E-Commerce Infrastructure Limited

Future E-Commerce Infrastructure Limited ("FECIL") is to capture theconsumption space through the internet as well as other technology based and digitalmodes and provide infrastructure services for the same. The Company holds equity capitalof 86.71% however considering total capital comprising of convertible preference capitalthe Company's holding in the total capital of FECIL works out to 63.98%. FECIL also hasConvertible Preference Shares which has not yet been converted into equity shares. Duringthe financial year ended March 31 2018 FECIL registered income from operations amountingto Rs.42.56 Crore and the net profit stood at Rs.0.42 Crore.

Work Stores Limited (f/k/a Staples Future Office Products Limited)

Work Stores Limited ("WSL") is designed to capture the consumption space ofoffice supplies office equipment and products. WSL was formed as a Joint Venture betweenthe Company and Staples Asia Investment Limited (a subsidiary of Staples Inc USA). YourCompany holds equity capital of 61.67% in WSL however considering the total capitalcomprising of convertible preference capital the Company's holding in the total capital ofWSL works out to 62.63%. During the financial year ended March 31 2018 WSL hasregistered income from operations amounting to Rs.78.27 Crore and the net loss stood atRs.2.24 Crore.

Office Shop Private Limited

Office Shop Private Limited ("OSPL") was incorporated to deal in the businessof distribution services. OSPL is 100% subsidiary of WSL and accordingly is step downsubsidiary of the Company. OSPL has earned revenue of Rs.0.29 Crore & incurred netloss of Rs.1.45 Crore during the year ended March 31 2018.

Future Merchandising & Sourcing Pte. Ltd.

The Company has incorporated wholly owned subsidiary in Singapore in the name of FutureMerchandising & Sourcing Pte. Limited (FMSPL) to undertake the activity of globalsourcing of food fashion footwear and others from South East Asia Middle East Chinaand Japan and will act as an aggregator of various commodities (with back to backprocurement contracts with identified vendors/ exporters) which will be imported by theCompany for onward sales to FRL/Future Lifestyle Fashions Limited ("FLFL") andother corporates. The Company holds 100% in FMSPL. FMSPL has earned revenue of NIL &incurred net loss of Rs.0.04 Crore during the year ended March 31 2018.

JOINT VENTURES

Apollo Design Apparel Parks Limited and Goldmohur Design and Apparel Park Limited

The Company has entered into joint venture with National Textile Corporation("NTC") for the restructuring and development of the Apollo Mills and GoldmohurMills situated in Mumbai. For the same two separate SPV companies have been created viz.Apollo Design Apparel Parks Limited ("ADAPL") & Goldmohur Design and ApparelPark Limited ("GDAPL"). The ADAPL & GDAPL would be working for therestructuring and development of the Apollo Mills and Goldmohur Mills respectively as perthe Memorandum of Understanding and other documents signed with NTC. During the financialyear ended March 31 2018 ADAPL registered income from operations amounting to Rs.305.66Crore and earned net profit of Rs.8.37 Crore. Further during the year GDAPL registeredincome from operations amounting to Rs.320.20 Crore and earned net profit of Rs.8.05Crore.

Future Generali India Life Insurance Company Limited

Future Generali India Life Insurance Company Limited ("FGI-Life") isCompany's joint venture in the Life insurance sector. FGI-Life has introduced manyinsurance products to suit requirements of various categories of customers. During thefinancial year ended

March 31 2018 FGI-Life has registered income from operations of Rs.957.51 Crore andnet loss of Rs.146.82 Crore.

Future Generali India Insurance Company Limited

Future Generali India Insurance Company Limited ("FGI-Nonlife") is Company'sjoint venture in the general insurance sector. FGI-Nonlife has introduced insuranceproducts for various general insurance needs of the different categories of customers.During the financial year ended March 31 2018 FGI-Nonlife has registered income fromoperations of Rs.1280.18 Crore and net profit of Rs.78.63 Crore.

Shendra Advisory Services Private Limited

Shendra Advisory Services Private Limited ("Shendra") is a SPV with respectto the Company's insurance arm Future Generali India Insurance Company Limited. During thefinancial year ended March 31 2018 Shendra has registered income from operations ofRs.0.16 Crore and net profit of Rs.0.08 Crore.

Sprint Advisory Services Private Limited

Sprint Advisory Services Private Limited ("Sprint") is a SPV with respect tothe Company's insurance arm Future Generali India Life Insurance Company Limited. Duringthe financial year ended March 31 2018 Sprint has registered income from operations ofRs.0.11 Crore and net profit of Rs.0.02 Crore.

ASSOCIATE COMPANY

Galaxy Entertainment Corporation Limited (upto January 2 2018)

Galaxy Entertainment Corporation Limited ("GECL") is a leisure andentertainment organization. The company is into operation of family entertainment gamingcenters food courts in shopping malls and restaurants. GECL also undertakes sponsorshipcontracts. Your Company has 19.57% stake in GECL. During the financial year ended March31 2018 GECL has registered income from operations amounting to Rs.40.52 Crore and thenet loss stood at Rs.10.03 Crore.

GECL cease to be associate of the Company upon issuance of fresh equity shares toother promoter and outside investors. Further the holding of Company was further dilutedto 18.03% upon conversion of Compulsory Convertible Debentures (CCDs) on April 3 2018.

Leanbox Logistics Solutions Pvt Ltd. (w.e.f. July 27 2017)

Leanbox Logistics Solutions Pvt Ltd. ("LLSPL") is Associate of FSCSL. LLSPLhas earned revenue of Rs.21.71 Crore & incurred net loss of Rs.1.14 Crore during theyear ended March 31 2018.

A report on the performance and financial position of each of the Subsidiaries JointVenture and Associate Companies as per the Companies Act 2013 is provided as AnnexureII as AOC-1 to this report forming part of Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements whichis prepared in accordance with the Accounting Standards prescribed by the Institute ofChartered Accountants of India in this regard.

In accordance to the provisions of Section 136(1) of the Act the Annual Report of theCompany containing therein Standalone and the Consolidated Financial Statements of theCompany and the Audited Financial Statements of the subsidiary companies have been placedon the website of the Company - www.felindia.in. The Audited Financial Statements inrespect of each subsidiary company shall also be kept open for inspection at theRegistered Office of the Company during working hours for a period of 21 days before thedate of ensuing Annual General Meeting. The aforesaid documents relating to subsidiarycompanies can be made available to any member interested in obtaining the same upon arequest in that regards made to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of section 152 of the Act Mr. Dinesh Maheshwari is liable to retire byrotation and being eligible offers himself for re-appointment.

Additional information on appointment/reappointment of directors as required underRegulation 36 of the Listing Regulations is given in the Notice convening the ensuingAnnual General Meeting.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from all the Independent Directorsunder section 149(7) of the Act that they meet the criteria of independence laid down insection 149(6) of the Act and Regulation 25 of the Listing Regulations.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Annual Report.

PARTICULARS OF EMPLOYEE STOCK OPTION PLAN 2012 (ESOP- 2012 & ESOP 2015)

Future Enterprises Limited ("FEL") has not granted any Options under EmployeeStock Option Plan 2012 ("ESOP 2012") and FEL Employees Stock Option Plan 2015("ESOP 2015") to eligible employees in the year under review.

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits)Regulation 2014 as on March 31 2018 with regard to ESOP 2012 and ESOP 2015 are providedin Annexure III to this Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) of the Companies Act 2013 an extract ofAnnual Return in prescribed format is annexed to this Report as Annexure IV.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans granted Guarantees provided and Investments made by the Company whichare covered under the provision of Section 186 of the Companies Act 2013 is provided innote no. 47 of Notes forming part of Standalone Financial Statements.

INDIAN ACCOUNTING STANDARD (Ind AS)

The Company has adopted Indian Accounting Standards ("Ind AS") from April 012016 with a transition date of April 01 2015. Accordingly the Financial Results for theyear 2017-18 have been prepared in accordance with Ind AS prescribed under Section 133 ofthe Act read with the relevant Rules issued thereunder and the other recognisedaccounting practices and policies to the extent applicable

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof business and on an arm's length basis. There were no materially significanttransactions with the related parties during the financial year which were in conflictwith the interest of the Company. Disclosure of transactions with related parties asrequired under the Indian Accounting Standard (AS-24) has been made in the notes formingpart of the financial statements.

Omnibus approval is obtained for the transactions which are foreseen and repetitive innature with Related Parties. A statement of all such related party transactions ispresented before the Audit Committee on periodic and need basis for its review andapproval.

Particulars of contracts or arrangements with related parties as required under Section134(3)(h) of the Act in the prescribed Form AOC-2 is given in Annexure V of thisAnnual Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund Rules 2016 ('the Rules') all unpaid orunclaimed dividends are required to be transferred by the Company to the IEPF establishedby the Government of India after completion of seven years. Further according to therules the shares on which dividend has not been paid or claimed by the shareholders forseven consecutive years or more shall also be transferred to the demat account of IEPFAuthority Accordingly the Company has transferred the unclaimed and unpaid dividends ofRs.666588/- relating to financial year 2009-10. Further 493921 equity shares &49360 Class B (Series 1) shares were transferred as per the requirements of the IEPFRules. The details are provided on our website at http://felindia.in/investors/shares-transferred-to-IEPF.aspx

MATERIAL CHANGES AND COMMITMENTS

Your Directors further state that no material changes have taken place from the date ofclosure of financial year under review till the date of signing of Accounts that couldhave an impact on the financial position of the Company.

FUTURE OUTLOOK

The Company is continuing with its operations and sevices activities as perrequirements of enitities availing its services and procuring its products. The Company isconsidering expansions based on the projected requirements of such entities. Futher withimproved economy and better results achieved by its few investee companies the valuationof its investments in such investee companies is improving and enabling the Company toconsider divestment as a part of its initiative to monetise investments and reduce overalldebt of the Company.

VIGIL MECHANISM/WHISTLE BLOWER

The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s) andDirectors to report to the management concerns about unethical behavior actual orsuspected fraud or violation of the code of conduct or policy/ies of the Company asadopted/framed from time to time. The mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases.

AUDITORS AND AUDITORS' REPORT

As per Section 139 of the Companies Act 2013 and the Rules made thereunder it wasmandatory to rotate the statutory auditors on completion of the maximum term permittedunder the section. In line with requirements of Companies Act 2013 M/s. DMKH & Co.Chartered Accountants (Firm Registration No. 116886W) was appointed as the StatutoryAuditors of the Company to hold office for a period of 5 (Five) consecutive years from theconclusion of the 29th Annual General Meeting of the Company held on August 29 2017 tillthe conclusion of the 34th Annual General Meeting to be held in the year 2022 subject toratification by the shareholders at the General Meeting or as may be necessitated by theAct from time to time.

In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 7 2018the requirement of ratification of appointment of Statutory Auditors by Members at everyAnnual General Meeting has been omitted and accordingly henceforth Members' approvalwould not be required for ratification of appointment of auditors on annual basis. TheBoard has confirmed the appointment of Statutory Auditors which was already appointed fora period of five (5) years based on recommendation of Audit Committee.

The Company has received a written confirmation from the M/s DMKH & Co. CharteredAccountants for their appointment as Statutory Auditors that their continued appointmentshall be in accordance with the criteria and provisions as provided under Section 139 and141 of the Companies Act 2013 and Rules made thereunder.

The Auditors' Report on the financial statements for the financial year ended March 312018 does not contain any qualification observation emphasis of matter of adverseremark. The Auditors' Report is enclosed with the financial statements in this AnnualReport.

SECRETARIAL AUDITOR

M/s. Virendra Bhatt Practising Company Secretary (Membership No. 1157/Certificate ofPractice No.124) was appointed as Secretarial Auditor to conduct the secretarial audit ofthe Company for the financial year 2017-18 as required under Section 204 of the Act andRules made thereunder.

The Secretarial Audit Report for the financial year 201718 is appended as AnnexureVI which forms part of this Report.

The said Secretarial Auditors' Report does not contain any qualifications reservationsor adverse remarks.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

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 as at March 31 2018 and of the loss ofthe Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors have prepared the annual accounts for the financial year ended March31 2018 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo are provided in AnnexureVII which forms part of this report.

The Company being concentrating on the domestic consumption space does not have anyspecific exports initiatives to report to members.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr. S. Doreswamy Independent Directoras Chairman of the Committee and Mr. V.K. Chopra Independent Director and Ms. BalaDeshpande Independent Director as Members of the Committee. There are no instances wherethe Board did not accept the recommendations of the Audit Committee. The terms ofreference powers and roles of the Committee are disclosed in the Corporate GovernanceReport which forms part of the Annual Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Company has a well-defined risk management framework in place which provides anintegrated approach for identifying assessing mitigating monitoring and reporting of allrisk associated with the business of the Company.

The Board has delegated responsibility to the Risk Management Committee to monitor andreview risk management assessment and minimization procedures and to develop implementand monitor the risk management plan and identify review and mitigate all elements ofrisk which the Company may be exposed to. The Audit Committee and the Board alsoperiodically review the risk management assessment and minimization procedures.

The Company has in place adequate internal financial controls with reference toFinancial Statements. Key risks and threats to the Company and internal Controls areanalyzed in the Management Discussion and Analysis which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)

In terms of the provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility ("CSR")

Committee. The composition and terms of reference of the CSR Committee is provided inthe Corporate Governance Report which forms part of this Annual Report.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is made in prescribed form which is annexed to this Report as Annexure VIII.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

SECRETARIAL STANDARDS

During the year under review the Company has complied with Secretarial Standards onmeetings of the Board of Directors ("SS-1") and on General Meetings("SS-2") as amended and issued by the Institute of Company Secretaries of Indiain terms of Section 118(10) of the Companies Act 2013.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Act the Board has carried out an annual evaluationof performance of its own the Committees thereof and the directors individually.

At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of the Committees and of the Board were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the independentdirectors was carried out by the entire Board except the independent director beingevaluated. The performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided under AnnexureIX which is annexed to this Report.

In terms of the provisions Section 197 (12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of employees drawingremuneration in excess of the limits set out in the said rules are provided in this AnnualReport.

In terms of proviso to Section 136(1) of the Act the Annual Report excluding theaforesaid information is been sent to the Members of the Company. The said information bythe Members is available for inspection at the Registered Office of the Company duringworking hours on working days. Member interested in obtaining such information may writeto the Company Secretary and the same will be furnished on request. The full Annual Reportincluding aforesaid information is being sent electronically to all those Members who haveregistered their e-mail addresses and is also available on the Company's website.

ACKNOWLEDGEMENT

Your Directors would like to thank and place on record their appreciation for thesupport and co-operation provided to your Company by its Shareholders Future Groupentities and in particular their employees regulatory authorities and its banks. YourDirectors would also like to place on record their appreciation for the efforts put in byemployees of the Company during the year.

For and on behalf of the Board of Directors
Place: Mumbai V. K. Chopra
Date : May 25 2018 Chairman