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Future Lifestyle Fashions Ltd.

BSE: 536507 Sector: Industrials
NSE: FLFL ISIN Code: INE452O01016
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OPEN 83.10
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VOLUME 408086
52-Week high 464.00
52-Week low 81.25
P/E
Mkt Cap.(Rs cr) 1,785
Buy Price 88.50
Buy Qty 3211.00
Sell Price 89.00
Sell Qty 380.00
OPEN 83.10
CLOSE 85.50
VOLUME 408086
52-Week high 464.00
52-Week low 81.25
P/E
Mkt Cap.(Rs cr) 1,785
Buy Price 88.50
Buy Qty 3211.00
Sell Price 89.00
Sell Qty 380.00

Future Lifestyle Fashions Ltd. (FLFL) - Director Report

Company director report

Dear Members

Your Directors present the Seventh Annual Report of the Company together with theAudited Financial Statements (Standalone and Consolidated) for the financial year endedMarch 31 2019.

Financial Performance

The financial performance of the Company is as follows:

(Rs in crore)

Consolidated Standalone

Particulars Financial Year 2018-19 Financial Year 2017-18 Financial Year 2018-19 Financial Year 2017-18
Revenue from Operations 5728.12 4498.22 5377.41 4219.15
Other Income 38.31 34.10 38.60 33.30
Total Revenue 5766.43 4532.32 5416.01 4252.45
Profit before Depreciation and Amortisation expense Finance Costs and Tax expense 564.19 447.79 500.13 399.62
Less: Depreciation and Amortisation expense 207.10 153.89 196.65 149.33
Less: Finance Costs 116.82 108.26 104.38 94.72
Profit before Tax 240.27 185.64 199.10 155.57
Less: Tax expense 46.52 58.59 53.73 45.06
Profit after Tax 193.75 127.05 145.37 110.51
Share of Loss in Associates and Joint Ventures (Net) 4.75 0.96
Non-controlling interests 0.01 0.01
Other Comprehensive Income 1.23 2.54 1.16 2.54
Total Comprehensive Income 190.22 128.62 146.53 113.05
Balance brought forward from previous year 413.65 303.35 477.75 383.02
Surplus available for appropriation 603.87 431.97 624.28 496.07
Transfer to Debenture Redemption Reserve 50.00 - 50.00 -
Dividend paid on Equity Shares 23.33 15.22 23.33 15.22
Dividend Distribution Tax 4.80 3.10 4.80 3.10
Balance carried forward 525.74 413.65 546.15 477.75

Review of Performance

During the year under review your Company has recorded an increase of 27.34% inConsolidated Revenue from operations at Rs 5728.12 crore as compared to Rs 4498.22 crorein the previous financial year. Your Company reported an increase of 52.50% in theConsolidated Profit after Tax of Rs193.75 crore for the year under review as compared toRs127.05 crore for the previous financial year.

During the year under review your Company on standalone basis recorded an increase of27.45% in Revenue from operations at Rs 5377.41 crore as compared to Rs 4219.15 crore inthe previous financial year and an increase of 31.54% in the Profit after Tax of Rs145.37crore for the year under review as compared to Rs110.51 crore for the previous financialyear.

Review of Operations

During the year under review your CompanyRss high definition fashion retail formatRsCentralRs and off price branded fashion retail format RsBrand FactoryRs have performedvery well and growth in business of these two formats have been very strong.

Your CompanyRss power brands viz. Lee Cooper Scullers Indigo Nation John MillerBARE casuals aLL and Jealous 21 are continuing to drive the growth of the fashionbusiness of the Company. Lee Cooper positioned in India as an aspirational Mid-Premiumbrand focused at young Men Women and Kids and having strong presence in both Apparel andFootwear categories and providing a distinct competitive edge to the brand and a strongrecall among consumers.

The CompanyRss retail network includes 44 Central stores (40 stores in the previousyear) 93 Brand Factory stores (63 store in the previous year) and 202 Exclusive BrandOutlets (EBOs) (229 EBOs in the previous year) which are spread in more than 90 citiesacross the country. This retail network covers over 6.76 million sq. ft. of retail spaceand collectively attracted over 66.20 million customer footfalls during the year underreview. This retail network is backed by strong sourcing network in house trend spottingand design teams coupled with robust logistics warehousing network.

Your Company with the support of Future GroupRss Consumer and Digital Lab (C&D Lab)and new initiative "Tathastu - Building a limitless futureRsRs would ensure bettercustomer satisfaction together with increased penetration with the targeted customers andproducts range.

A detailed analysis of the CompanyRss performance and outlook is included in theManagement Discussion and Analysis Report which forms part of this Annual Report.

Dividend

The Board has recommended a dividend of Rs1.40 (70%) per Equity Share of Rs 2.00 eachfor the financial year ended March 31 2019 subject to the approval of the Members of theCompany at the forthcoming Annual General Meeting (AGM).

The Dividend if approved by the Members would entail an outflow of Rs 32.84 crore(including Dividend Distribution Tax of Rs 5.60 crore) for the financial year 2018-19 ascompared to Rs 28.13 crore (including Dividend Distribution Tax of Rs 4.80 crore) for thefinancial year 2017-18. The dividend pay-out is in accordance with the CompanyRss DividendDistribution Policy

Transfer to General Reserves

The Board has decided not to transfer any amount to the General Reserve for the yearunder review.

Dividend Distribution Policy

As per regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company has a Dividend Distribution Policy which endeavours forfairness consistency and sustainability while distributing profits to the Members of theCompany. It is given as Annexure A which forms part of this Report and has also beendisclosed on the CompanyRss website www.futurelifestyle.in

Credit Rating

Your Company has obtained ratings from CRISIL Limited (CRISIL) and Credit Analysis& Research Limited (CARE). During the year under review CRISIL and CARE havereaffirmed their ratings to the CompanyRss long term credit facility short term creditfacility commercial papers and Non-Convertible Debentures.

For more details please refer to the Corporate Governance Report which forms part ofthis Annual Report.

Issue of Equity Shares

Allotment under Employee Stock Options Schemes

During the year under review an aggregate of 331776 Equity Shares of Rs 2 each havebeen allotted to the eligible employees of the Company upon exercise of vested StockOptions in terms of FLFL EmployeesRs Stock Option Scheme - 2013 (FLFL ESOS-2013) and FLFLEmployeesRs Stock Option Plan - 2015 (FLFL ESOP-2015).

Preferential Allotment

During the year under review pursuant to the approval of the Members of the Company attheir Extraordinary General Meeting held on June 14 2018 the Company has allotted3822464 Equity Shares of Rs 2 each to Spectacular Investments Pte Limited at a price ofRs 445.50 per Equity Share for an aggregate amount of Rs170.29 crore by way ofpreferential allotment on June 21 2018.

Consequent to the above allotments the paid-up Equity Share Capital of the Company asat March 31 2019 was Rs 389136154/divided into 194568077 Equity Shares of Rs 2each fully paid-up.

During the year under review the Company has not issued any sweat equity shares orbonus shares or equity shares with differential rights.

Debentures

During the year under review the Company has made timely payment of interest inrespect to 3500 8.70% Senior Secured Listed Rated Redeemable Non-ConvertibleDebentures of face value of Rs10.00 lakh each.

Significant Events occurred during the year Investment in Koovs plc

During the year under review your Company has subscribed 57876600 new OrdinaryShares of Koovs plc at a price of 0.10 per Ordinary Share.

Koovs plc is a public company incorporated in England and listed on AlternativeInvestment Market of London Stock Exchange. Koovs plc is engaged in the e-commerce fashionbusiness. This investment would enable the Company to access design capabilities of Koovsplc as well as online e-commerce platform to gain online presence of its fashion brands.

It would also help to build an offline presence of apparels brands of the Koovs plc andenhance equity value of the aforesaid investment through enhanced distribution reductionin sourcing and logistic costs etc.

Your Company holds 16.25% of Ordinary Share Capital of Koovs plc as on March 31 2019.

Investment in Joint Ventures

During the year under review your Company in joint venture with Travel Retail ServicesPrivate Limited has incorporated the following Special Purpose Vehicles (SPVs) asSubsidiary Companies on May 30 2018 in the ratio of 51:49 to develop market setupoperate maintain and manage the retail outlets / space at airports located at GoaBhubaneswar Lucknow and Guwahati:

FLFL Travel Retail West Private Limited FLFL Travel Retail Lucknow Private Limited FLFLTravel Retail Guwahati Private Limited FLFL Travel Retail Bhubaneswar Private Limited

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 ("the Act") yourDirectors based on the representations received from the Operating Management and afterdue enquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c) they have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls which are adequate and areoperating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

Mr. Rakesh Biyani and Ms. Avni Biyani retire by rotation at the forthcoming AGM andbeing eligible offer themselves for re-appointment.

During the year under review Mr. Ravinder Singh Thakran was appointed as an AdditionalDirector by the Board with effect from May 21 2018. Subsequently based on therecommendation of the Nomination and Remuneration Committee and the Board the Members ofthe Company at their Annual General Meeting held on August 29 2018 have appointed Mr.Ravinder Singh Thakran as Director of the Company

The Board based on the nomination by Mr. Thakran and recommendation by the Nominationand Remuneration Committee has appointed Mr. Narayan Ramachandran as an AlternateDirector to Mr. Thakran with effect from August 07 2018.

Mr. Shailesh Haribhakti and Dr. Darlie Koshy were appointed as Independent Directors onthe Board of the Company for a period of five years with effect from August 08 2014. Thefirst tenure of Mr. Shailesh Haribhakti and Dr. Darlie Koshy as Independent Directorswould come to an end on August 07 2019.

The Board based on the recommendation of the Nomination and Remuneration Committee andperformance evaluation carried outby the Board have unanimously re-appointed Mr. ShaileshHaribhakti and Dr. Darlie Koshy as Independent Directors of the Company for the secondterm of five consecutive years with effect from August 08 2019 subject to the approvalof the Members of the Company

Mr. Kishore Biyani was appointed as the Managing Director of the Company for a periodof three years with effect from June 25 2016. Accordingly the present tenure of Mr.Kishore Biyani as the Managing Director of the Company would come to an end on June 242019.

The Board based on the recommendation of the Nomination and Remuneration Committee andperformance evaluation carried out by the Board have unanimously re-appointed Mr. KishoreBiyani as the Managing Director of the Company for the period of five years with effectfrom June 25 2019 subject to the approval of the Members of the Company

The Company has received declarations from all the Independent Directors of the Companyconfirming that each of them meet the criteria of independence as provided in section149(6) of the Act along with Rules framed thereunder and regulation 16(1)(b) of theListing Regulations. There has been no change in the circumstances affecting their statusas Independent Directors of the Company

The necessary resolutions for re-appointment of Mr. Shailesh Haribhakti Dr. DarlieKoshy and Mr. Kishore Biyani are being placed before the Members for their approval atthe forthcoming AGM.

Additional information on appointment/re-appointment of directors as required underregulation 36 of the Listing Regulations is given in the Notice convening the forthcomingAGM.

Number of Meetings of the Board

During the year under review six meetings of the Board of Directors of the Companywere held. The details of dates of Board meetings and attendance of Directors are givenin the Corporate Governance Report which forms part of this Annual Report.

Subsidiary / Associate / Joint Venture Companies

Subsidiary Companies Future Trendz Limited (FTL)

FTL is holding company of Future Speciality Retail Limited Presently your Companyholds 100.00% of the paid-up equity capital of FTL.

Future Speciality Retail Limited (FSRL)

FSRL is inter-alia carrying on fashion retail business of the Brand RsLee Cooper.RsFSRL is continuously striving towards its vision of being in the top three Jeans wearbrands in the country by leveraging the proposition of its vital spark - Denim andcreating a repository of innovation and design every year. The brandRss strategic approachto focus on social media and digital promotions has garnered the right targetedvisibility. Its public relation efforts is widening its reach to millennial and GenerationZ.

During the year under review FSRL has secured a long-term footwear license for theagreed territory including India Nepal and Bhutan. This license along with the existingapparel license has enabled FSRL to expand its offering across multiple opportunities forall consumers spanning men women and kids.

Over the years Brand "Lee Cooper" has rapidly expanded and has increased itsfootprint to 796 doors with 1528 Point of Sales (POS) and presence in more than 200cities. FSRL also piloted Lee Cooper exclusive brand outlets with complete brand offeringsand the results are encouraging.

FLFL Business Services Limited (FBSL)

FBSL is engaged in the business of providing services to fashion retail business.Presently your Company holds 100.00% of the paid-up equity capital of FBSL.

FLFL Travel Retail West Private Limited (FTRWPL)

FTRWPL is engaged in the business of developing marketing setting up operatingmaintaining and managing the retail outlets at the Goa airport. Presently your Companyholds 51.00% of the paid-up equity capital of FTRWPL.

FLFL Travel Retail Lucknow Private Limited (FTRLPL)

FTRLPL is engaged in the business of developing marketing setting up operatingmaintaining and managing the retail outlets at the Lucknow airport. Presently yourCompany holds 51.00% of the paid-up equity capital of FTRLPL.

FLFL Travel Retail Guwahati Private Limited (FTRGPL)

FTRGPL is engaged in the business of developing marketing setting up operatingmaintaining and managing the retail outlets at the Guwahati airport. Presently yourCompany holds 51.00% of the paid-up equity capital of FTRGPL.

FLFL Travel Retail Bhubaneswar Private Limited (FTRBPL)

FTRBPL is engaged in the business of developing marketing setting up operatingmaintaining and managing the retail outlets at the Bhubaneswar airport. Presently yourCompany holds 51.00% of the paid-up equity capital of FTRBPL.

Associate Company

FLFL Lifestyle Brands Limited (FLBL)

FLBL is inter-alia engaged in the business of making investment in fast growingfashion companies and fashion brands such as Turtle Clarks Cover Story ancestryMineral Spunk celio* Holii Tresmode Giovani Mother Earth etc. FLBL believes innurturing the brands value by making them recognisable and competitive in the fashionindustry. Presently your Company holds 49.02% of the paid-up equity capital of FLBL.

Joint Ventures

Clarks Future Footwear Private Limited (Clarks)

Clarks joint venture between the Company C&J Clark International Limited andFLBL is engaged in the business of single brand wholesale and retailing of footwear andaccessories. The Brand "CLARKS" is worldRss largest casual and smart shoe brand.Presently your Company holds 1.00% of the paid-up equity capital of Clarks and 49.00% ofthe paid-up equity capital of Clarks is held by FLBL an associate company of the Company

Celio Future Fashion Private Limited (Celio)

Celio deals in the retail trading and distribution of menRss ready to wear garmentsunder single brand "celio*" Decoding trends to offer smart and contemporarymenswear is the brandRss forte. Showcasing collections oriented to the different momentsof a manRss life Celio captures effortless style for men. Presently FLBL an associatecompany of the Company holds 2.09% of the paid-up equity capital of Celio.

Consolidated Financial Statements

As on March 31 2019 the Company has six direct subsidiaries one step down subsidiaryand one associate company

During the year under review the Board has reviewed the affairs of the subsidiaries.The Consolidated Financial Statements of the Company and its subsidiaries and associatecompanies prepared in accordance with the Act and applicable Indian Accounting Standards(Ind AS) along with all relevant documents and the AuditorsRs Report thereon which formspart of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the CompanyRss subsidiaries and associates as onMarch 31 2019 in the prescribed Form AOC-1 is attached to the Financial Statements of theCompany which forms part of this Annual Report.

In accordance with the provisions of section 136(1) of the Act the Annual Report ofthe Company containing therein the standalone and consolidated Financial Statements ofthe Company and the audited financial statements of each of the subsidiary companies havebeen placed on the website of the Company at www.futurelifestyle.in. The audited financialstatements in respect of each subsidiary company shall also be kept open for inspection atthe Registered Office of the Company during working hours for a period of 21 days beforethe date of forthcoming AGM.

The aforesaid documents relating to subsidiary companies would be made available to anyMember interested in obtaining the same upon a request made to the Company.

Audit Committee

The details of composition of the Audit Committee as required under the provisions ofsection 177 of the Act and Listing Regulations are disclosed in the Corporate GovernanceReport which forms part of this Annual Report.

There were no instances where the Board had not accepted any of the recommendations ofthe Audit Committee.

Auditors and AuditorsRs Report Statutory Auditors

Pursuant to the provisions of section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. NGS & Co. LLP Chartered Accountants (Firm RegistrationNo.119850W) has been appointed as the Statutory Auditors of the Company to hold office fora term of five years from the conclusion of the Fifth AGM of the Company held on August29 2017 until the conclusion of the Tenth AGM of the Company to be held in the year 2022.

The Company has received a certificate from the Statutory Auditors confirming that theyare eligible to continue as Statutory Auditors of the Company under section 141 of theAct.

The AuditorsRs Report on the Financial Statements of the Company for the financial yearended March 31 2019 is issued with unmodified opinion.

Secretarial Auditor

M/s. Sanjay Dholakia & Associates Practicing Company Secretary (Membership No.2655 / Certificate of Practice No.1798) were appointed as Secretarial Auditor to conductthe secretarial audit of the Company for the financial year 2018-19 as required undersection 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2018-19 is given as Annexure Bwhich forms part of this Report.

The said Secretarial Audit Report does not contain any qualification reservation oradverse remark.

Business Responsibility Report

Pursuant to regulation 34(2)(f) of the Listing Regulations a Business ResponsibilityReport forms part of this Annual Report.

Risk Management 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 ofall risks associated with the business of the Company

A systematic risk culture has been evolved in the Organisation by following variousstandard operating processes and corporate policies for mapping assessing and monitoringof various risks and their mitigation measures. Risks associated to the business of theCompany were being periodically reviewed by the Management at RsSamikshaRs meetings andupdates on risk management were presented to the Risk Management Committee.

The Audit Committee and the Board periodically reviewed the risk assessment andminimisation procedures.

The Company has in place adequate internal financial controls with reference toFinancial Statements. Key risks and threats to the Company and internal controls and theiradequacy are analysed in the Management Discussion and Analysis which forms part of thisReport.

Significant and Material Orders

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

Board Evaluation

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of performance of its own the Committees thereof and theDirectors.

The Nomination and Remuneration Committee in order to facilitate the performanceevaluation process laid down the evaluation criteria for the performance of Executive /Non-Executive / Independent Directors Committees and the Board as a whole and approvedspecific evaluation templates. These templates were circulated to each of the Director asapplicable to provide feedbacks and onward submissio to the Chairperson of the Board orseparate meeting of Independent Directors.

The Directors were requested to provide their valuable feedbacks and suggestions on theoverall functioning of the Board and its Committees and the areas of improvement for ahigher degree of engagement with the management. Accordingly Directors submitted theirfeedbacks on various parameters such as composition meetings dynamics participationsoversight on functioning risk management execution of specific duties quality quantityand timeliness of flow of information deliberations at the meeting value additionindependence of judgement decision making management actions etc.

The performance evaluation of individual Directors were reviewed on parameters such asengagement leadership analysis quality of decision making interactions integritycorporate governance responsibility towards stakeholders contribution attendanceinter-personal relationship etc.

The Independent Directors at their separate meeting held on May 01 2019 based on thefeedbacks received from the Directors reviewed the performance evaluation of Directorsthe Board as a whole the Chairperson of the Board after taking into account the views ofexecutive directors and non-executive directors of the Company and also assessed thequality quantity and timelines of flow of information between the Company Management andthe Board.

The Independent Directors were satisfied with the overall functioning of the Board itsvarious Committees and with the performance of other Non-Independent Directors. They alsoappreciated the exemplary leadership role of the Chairperson of the Board in upholdingthe highest values and standards of corporate governance.

The Board expressed its satisfaction with the evaluation results which reflects thehigh degree of engagement of the Board and its Committees with the Company and itsManagement.

Policy on DirectorsRs Remuneration

The CompanyRss remuneration policy for Directors Key Managerial Personnel and otheremployees of the Company has been disclosed in the Corporate Governance Report whichforms part of this Annual Report and also available at the CompanyRss website atwww.futurelifestyle.in

Corporate Social Responsibility (CSR)

The composition and terms of reference of the Corporate Social Responsibility("CSR") Committee is provided in the Corporate Governance Report which formspart of this Annual Report.

The brief outline of the CSR policy of the Company and the initiatives undertaken bythe Company on CSR activities during the year under review are set out in Annexure C ofthis Report in the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014.

Employees Stock Options

The Company has in force Future Lifestyle Fashions Limited Employee Stock OptionsScheme - 2013 (FLFL ESOS-2013) and Future Lifestyle Fashions Limited Employee StockOptions Plan - 2015 (FLFL ESOP-2015).

The disclosures as required under the Act and SEBI (Share Based Employee Benefits)Regulations 2014 with regard to the FLFL ESOS-2013 and FLFL ESOP-2015 are given inAnnexure D to this Report and also available on the CompanyRss websitewww.futurelifestyle.in

Deposits from Public

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 312019.

Corporate Governance

The CompanyRss Corporate Governance Report for the year under review forms part ofthis Annual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance withthe conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C and D of Schedule V of theListing Regulations is annexed to Corporate Governance Report and forms part of thisReport.

Management Discussion and Analysis

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

Particulars of Employees

The information pertaining to remuneration and other details as required under section197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure E which forms part of thisReport.

In terms of the provisions of section 197(12) of the Act read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementof particulars of the employees as required under the said Rules is provided in a separateAnnexure forming part of this Report.

In accordance with the provisions of the second proviso to section 136(1) of the Actthe Annual Report excluding the aforesaid information is being sent to the Members of theCompany. The said information is available for inspection at the Registered Office of theCompany during the working hours for a period of 21 days before the date of forthcomingAGM.

The aforesaid information would be made available to any Member interested in obtainingthe same upon a request made to the Company.

Secretarial Standards

During the year under review the Company has complied with the applicable provision ofSecretarial Standards on meetings of the Board of Directors ("SS-1") and onGeneral Meetings ("SS-2") issued by the Institute of Company Secretaries ofIndia in terms of section 118(10) of the Act.

Disclosure Requirements

• Details of familiarisation programs imparted to Independent Directors areavailable on the website of the Company at the linkhttps://www.futurelifestyle.in/Admin/pdf/Details_Familiarization_Programs_Imparted_to_Independent_ Directors_2018-19.pdf

• Policy for determining material subsidiaries of the Company is available on thewebsite of the Company at the linkhttps://www.futurelifestyle.in/Admin/pdf/Mat_Sub_Policy.pdf

• Policy for determining Materiality of Events of the Company is available on thewebsite of the Company at the link https://www.futurelifestyle.in/Admin/pdf/Policy_for_Determining_Materiality_of_Events.pdf

• Policy for archival of documents of the Company is available on the website ofthe Company at the link https://www. futurelifestyle.in/Admin/pdf/Archival_Policy.pdf

• The code of conduct for Directors and senior management of the Company isavailable on the website of the Company at the linkhttps://www.futurelifestyle.in/Admin/pdf/FLFL_Code_of_Conduct_of_Directors_and_Senior_Management.pdf

• Policy on dealing with related party transactions is available on the website ofthe Company at the link https://www. futurelifestyle.in/Admin/pdf/RPT_Policy.pdf

• Maintenance of cost records and requirement of cost audit as prescribed underthe provisions of section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company

• There are no material changes affecting the financial position of the Companysubsequent to the end of the financial year 2018-19 till the date of this Report.

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

Vigil Mechanism and Whistle Blower Policy

The Company has Vigil Mechanism and Whistle Blower Policy for Stakeholders of theCompany to report genuine concerns that could have serious impact on the operations andperformance of the business of the Company and also available on the CompanyRss website atwww.futurelifestyle.in

Disclosure under the Sexual Harassment of Women at workplace (prevention prohibitionand redressal) act 2013

Your Company has always endeavoured to provide a safe secured and harassment freeworkplace for every individual working in the Company through various training awarenessand practices and to create an environment that is free from any discrimination and sexualharassment.

The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees and lays down theguidelines for identification reporting and prevention of sexual harassment. The Companyhas an Internal Complaints Committee (ICC) in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. ICC is responsible for redressal of complaints related to sexualharassment and follows the guidelines provided in the policy. ICC has its presence at theCompanyRss offices and stores.

During the year under review there were no cases filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

Particulars of Loans Guarantees and Investments

The details of loans guarantees investments and security as required under theprovisions of section 186 of the Act are provided in the note no. 38 in Notes forming partof the Financial Statements which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

During the year under review all transactions entered into by the Company with relatedparties were in the ordinary course of business and on an armRss length basis. Particularsof contracts or arrangements with related parties as required under section 134(3)(h) ofthe Act in the prescribed Form AOC-2 is given in Annexure F which forms part of thisReport.

Disclosure of transactions with related parties as required under Listing Regulationsand the applicable Accounting Standards is given in the note no. 34 in the Notes formingpart of the Financial Statements.

Particulars Regarding Conservation of Energy Technology absorption and ForeignExchange Earnings and outgo

The particulars as required under section 134(3)(m) of the Act read with rule 8 of theCompanies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo are given in Annexure G which forms partof this Report.

Investors Education and Protection Fund (IEPF)

Pursuant to section 124 of the Act dividends that are unclaimed for a period of sevenyears are required to be transferred to the IEPF established by the Government of India.During the year under review there were no outstanding amount of unclaimed dividendswhich was liable to transfer to the IEPF.

The details of unclaimed dividends / entitlements liable to be transferred to IEPF areas under:

Particulars Date of declaration Last date for claiming due amount
Fractional share entitlement January 15 2014 February 20 2021
Dividend 2013-14 August 08 2014 September 13 2021
Dividend 2014-15 August 26 2015 October 01 2022
Dividend 2015-16 August 29 2016 October 04 2023
Dividend 2016-17 August 29 2017 October 04 2024
Dividend 2017-18 August 29 2018 October 03 2025

Extract of Annual Return

In accordance with section 134(3)(a) of the Act an extract of annual return in theprescribed Form MGT-9 is given in Annexure H which forms part of this Report. The copy ofthe draft Annual Return is also available on the CompanyRss website atwww.futurelifestyle.in

Awards and Recognition

During the year under review the CompanyRss retail formats/brands have been conferredthe following awards and recognition:

Brand Factory

• Brand FactoryRss #MadeForMumbai Campaign by Ideate Labs - Special Mention atvIDEA 2019 - Video Content in a Social Media Marketing Campaign

• Silver (Grand Prix AWARD) - Social Media Brand of the YearRs in ACEF GlobalCustomer Engagement Award.

• GOLD for its RsFree Shopping Week at Digixx 2019.

• Global Awards for Retail Excellence at ET Now for Best Use of Social Media forRsFree Shopping Week' Central

• Central at Vasant Kunj Delhi won Gold for RsBest Department StoreRs atVM&RD Retail Design award 2019.

• Best Brand Activation Retail at The Activation Venues Forum (TAVF) 2018. ALL

• GOLD in Brand EquityRss Kaleido Award for the Best Campaign in Fashion Beautyand Lifestyle category

Acknowledgement

The Board thanks our customers bankers investors shareholders vendors and otherstakeholders for their continued support and patronage extended to the Company and placeson records its sincere appreciation of the wholehearted contribution made by ouremployees for the CompanyRss consistent growth and achievements

For and on behalf of the Board of Directors
Mumbai Shailesh Haribhakti
May 01 2019 Chairperson

.