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Future Lifestyle Fashions Ltd.

BSE: 536507 Sector: Industrials
NSE: FLFL ISIN Code: INE452O01016
BSE 00:00 | 20 Mar 463.20 -7.40
(-1.57%)
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471.90

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471.90

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461.10

NSE 00:00 | 20 Mar 465.20 -4.35
(-0.93%)
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469.00

HIGH

471.95

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OPEN 471.90
PREVIOUS CLOSE 470.60
VOLUME 1789
52-Week high 485.35
52-Week low 358.50
P/E 66.84
Mkt Cap.(Rs cr) 9,012
Buy Price 460.00
Buy Qty 1.00
Sell Price 463.20
Sell Qty 1.00
OPEN 471.90
CLOSE 470.60
VOLUME 1789
52-Week high 485.35
52-Week low 358.50
P/E 66.84
Mkt Cap.(Rs cr) 9,012
Buy Price 460.00
Buy Qty 1.00
Sell Price 463.20
Sell Qty 1.00

Future Lifestyle Fashions Ltd. (FLFL) - Director Report

Company director report

Dear Members

Your Directors present the Sixth Annual Report of the Company together with the AuditedFinancial Statements for the financial year ended March 31 2018.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

Pursuant to the notification issued by the Ministry of Corporate Affairs on February16 2015 and under the Companies (Indian Accounting Standards) Rules 2015 and otheraccounting principles generally accepted in India the Company has adopted IndianAccounting Standards (Ind AS) on April 1 2017 with the transition date as April 1 2016.

The Financial Statements for the year under review and previous year have been preparedin accordance with the recognised and measurement principles stated therein. Consideringthe effect given in the financial statements of the previous years as per the provisionsof Ind AS 101 with respect to "First-time Adoption of Indian AccountingStandards" the figures are not comparable on year to year basis.

FINANCIAL HIGHLIGHTS

(Rs in crore)

Consolidated

Standalone

Particulars Financial Year 2017-18 Financial Year 2016-17 Financial Year 2017-18 Financial Year 2016-17
Revenue from Operations 4408.46 3818.05 4219.15 3866.68
Other Income 89.76 76.63 33.30 23.72
Total Revenue 4498.22 3894.68 4252.45 3890.40
Profit before Depreciation and Amortization expense Finance Costs and Tax expense 442.83 422.51 399.62 393.17
Less: Depreciation and Amortization expense 153.89 89.00 149.33 85.67
Less: Finance Costs 103.30 123.17 94.72 117.41
Profit before Tax 185.64 210.34 155.57 190.09
Less: Tax expense 58.59 103.34 45.06 34.34
Profit after Tax 127.05 107.00 110.51 155.75
Less: Share of Loss in Associates and Joint Ventures (Net) 0.96 30.89 - -
Add: Other Comprehensive Income 2.54 0.33 2.55 0.33
Balance brouqht forward from previous year 303.35 236.05 383.01 236.07
Surplus available for appropriation 431.98 312.49 496.07 392.15
Profits available for appropriation - - - -
Transfer to General Reserve - - - -
Dividend on Equity Shares 15.22 7.59 15.22 7.59
Tax on Dividend 3.10 1.55 3.10 1.55
Balance carried to Balance Sheet 413.66 303.35 477.75 383.01

REVIEW OF PERFORMANCE

During the year under review your Company recorded an increase of 15.46% inConsolidated Revenue from operations at Rs 4408.46 crore as compared to Rs 3818.05 crorein the previous financial year. Your Company reported an increase of 18.74% in theConsolidated Profit after Tax of Rs 127.05 crore for the year under review as compared toRs 107.00 crore for the previous financial year. During the year under review yourCompany emphasized on optimizing cost of funds which resulted a reduction of finance cost(Consolidated) by 16.13% as compared to previous year.

Your Company's fashion brands are marketed through the Company's operated retail chainssuch as Central and Brand Factory as well as exclusive brand outlets (EBOs) departmentstores and multi brand outlets (MBOs) which are spread in 332 stores in more than 90cities across the country and cover over 5.74 million sq. ft. of retail space. Theseretail chains collectively attracted over 55.5 million customer footfalls during the yearunder review. These chains are backed by strong sourcing network in house trend-spottingand design teams coupled with robust logistics and warehousing network. Further theCompany's distribution network includes 40 Central Stores 63 Brand Factory stores alongwith 229 EBOs.

BUSINESS OUTLOOK

Your Company's vision is to be the leading lifestyle fashion company and the mostpreferred fashion destination in India by creating unique brands and shopping experiencesthat will bring alive the Indian idiom of fashion and thereby become globally recognizedfashion organization here in India. Your Company creates unique brands and experiencesthat reflect the various identities and aspirations of Indian consumers. Fashion is ever-evolving and your Company will be sensitive agile and open to the rapidly evolvingfashion market.

Your Company has redefined its retail businesses through two high definition and mostpromising formats i.e. Central and Brand Factory which have performed very well and growthin business of these two formats have been very strong and by ensuring better synergiesbetween these two formats that trend seems to be continuing.

Your Company is also focusing on its power brands viz. Lee Cooper Scullers IndigoNation John Miller BARE casuals aLL and Jealous 21 which are continuing to drive thegrowth of the fashion businesses of the Company.

Your Company continued to expand its business base by adding new lines and plans toexpand its retail network to newer cities and also further penetrate in existing cities.

Your Company is benefited being the flagship fashion company of Future Group which haspresence across almost the entire value chain in FMCG home and fashion i.e. fromdesigning and manufacturing its goods to brands logistics and retail and distribution.This gives it a unique view and control of the entire value chain and thereby an abilityto act in a desired manner and speed.

New Retail3.0 strategy of Future Group poised to actualize it across businesses.

It has already set up C & D Lab at Bengaluru and a dedicated team is workingtowards making this transformation and also to create a digital and product organization.The core teams are working in order to create a high tech and high touch experience forour customers wherein they will put more efforts in integrating data and technology inreal time. Backed with data intelligence we are on our journey to build an end-to-endunified retail commerce experience for all our customers.

DIVIDEND

The Board has recommended a dividend of Rs 1.20 per Equity Share of Rs 2 each for thefinancial year ended March 31 2018 subject to the approval of the Members at theforthcoming Annual General Meeting (AGM).

The Dividend if approved by the Members would entail a payout of Rs 27.50 crore(including Dividend Distribution Tax of Rs 4.65 crore) for the financialyear 2017-18 ascompared to Rs 18.32 crore (including Dividend Distribution Tax of Rs 3.10 crore) for thefinancial year 2016-17. The dividend pay-out is in accordance with the Company's DividendDistribution Policy.

Further the Board has decided not to transfer any amount to the General Reserve forthe year under 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 alsobeen disclosed on the Company's website www.futurelifestyle.in

CREDIT RATING

During the year under review your Company has been rated by CRISIL Limited (CRISIL)and Credit Analysis & Research Limited (CARE).

CRISIL and CARE have assigned their ratings to the Company's Long term credit facilityas CRISIL AA- (Positive) / CARE AA- (Stable) and to Short term credit facility as CRISILA1+ / CARE A1+.

ISSUE OF EQUITY SHARES

During the year under review the Company has issued and allotted an aggregate of400381 Equity Shares of Rs 2 each to the eligible employees of the Company upon exerciseof Stock Options granted under FLFL Employees' Stock Option Scheme - 2013 (FLFL ESOS-2013)and FLFL Employees' Stock Option Plan - 2015 (FLFL ESOP-2015).

Consequently the paid-up Equity Share Capital of the Company as at March 31 2018 wasRs 380827674 divided into 190413837 Equity Shares of Rs 2 each 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.

SIGNIFICANT EVENTS IN THE CURRENT YEAR

Investment by Spectacular Investments Pte. Ltd.

Subsequent to the year under review. Spectacular Investments Pte. Ltd.("Spectacular" a registered foreign portfolio investor) acquired an 9.98%equity stake in the Company by way of combination of preferential allotment and secondarypurchase of Equity Shares of the Company.

Spectacular is wholly owned by L Catterton Asia 3 Pte. Ltd. ("L CattertonAsia"). L Catterton Asia the Asian unit of the largest and mostglobalconsumer-focused private equity firm in the world.

L Catterton Asia's significant investment in the Company would enable the Company'sretail formats 'Central' and 'Brand Factory' and own brands to leverage the globalfashion and retail expertise of L Catterton to further strengthen and expand the business.

Preferential Allotment

Pursuant to the approval of the Members of the Company at its Extraordinary GeneralMeeting held on June 14 2018 the Company has allotted 3822464 Equity Shares of Rs 2each to Spectacular at a price of Rs 445.50 per Equity Share for an aggregate amount of Rs170.29 crore by way of preferential allotment to Spectacular on June 21 2018 inaccordance with the provisions of Chapter VII of the Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009.

Consequently the paid-up Equity Share Capital of the Company was increased to Rs388946056/- divided into 194473028 Equity Shares of Rs 2 each fully paid-up on June21 2018.

DEBENTURES

Redemption

During the year under review the Company has fully repaid the principal amount of2000 Secured Redeemable Non-Convertible Debentures Series-1 of face value of Rs 10.00lakh each aggregating to Rs 200.00 crore alongwith interest thereon prior to maturity onApril 07 2017 to the Debenture holders.

Issue of Debentures

During the year under review the Company has issued 3500 8.70% Senior SecuredListed Rated Redeemable NonConvertible Debentures of face value of Rs 10.00 lakh each atpar aggregating to Rs 350.00 crore on private placement basis on November 09 2017.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 (the Act) your Directors basedon the representations received from the Operating Management and after due enquiryconfirm that:

(a) in the preparation of the annual accounts for the financial year ended March 312018 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andirregularities;

(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. C.P Toshniwal retires by rotation at the forthcoming AGM and being eligible offershimself for re-appointment.

Subsequent to the year under review based on the recommendation of the Nomination andRemuneration Committee the Board has appointed Mr. Ravinder Singh Thakran as anAdditional Director of the Company with effect from May 21 2018. Mr. Thakran holds officeup to the date of the forthcoming AGM of the Company The Company has received a noticefrom a Member under section 161 of the Act signifying its intention to propose Mr.Thakran as candidate for the office of Director of the Company at the forthcoming AGM.

The necessary resolutions for re-appointment of Mr. Toshniwal as a Director andappointment of Mr. Thakran as a Director are being placed before the Members for approvalat the forthcoming AGM.

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

Additionalinformation on appointment / reappointment 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 four meetings of the Board of Directors of the Companywere held. The details of date of above meetings including attendance of Directors aregiven in the Corporate Governance Report that 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 Ltd. Presently your Company holds100% of the paid-up equity capital of FTL.

Future Speciality Retail Limited (FSRL)

FSRL is a material subsidiary of the Company operating fashion retail business of theBrand 'Lee Cooper' and activities related to it. FSRL is continuously striving towards itsaim of being in the Top 3 Jeanswear Brands in the country by leveraging the brand's truepotential. The brand continues to strive & focus its energies to be an"in-trend" brand. Its 'Digital First' Marketing approach and collaboration withyouth icons bloggers & focus on public relations are helping the brand to reach outto the Young India. Over the last one year Brand "Lee Cooper" has rapidlyexpanded and has increased its footprint to 674 doors with 1560 Point of Sale (POS) &presence in more than 200 cities.

During the year under review FSRL entered into a long-term license agreement forextending the license to footwear category as wellunder the "Lee Cooper" brandowned by Iconix Brand Group Inc. effective from April 01 2018. Accordingly FSRL willnow have the exclusive license to manufacture and market Lee Cooper clothing as well asfootwear across all distribution channels in India and permitted territory. FSRL by addingfootwear to the Apparel portfolio is poised to become the biggest denim lifestyle brandin the coming years. Presently FTL holds 99.96% of the paid-up equity capital of FSRL.

FLFL Business Services Limited (FBSL)

FBSL carry on business of and provide services to Fashion Retail business. Presentlyyour Company holds 100.00% of the paid-up equity capital of FBSL.

Associate Company

FLFL Lifestyle Brands Limited (FLBL)

FLBL inter-alia engaged in the business of making investment in fast growing fashioncompanies and fashion brands such as Turtle Clarks Cover Story. Mineral Spunk celio*Holii Tresmode Giovani Mother Earth etc. FLBL believes in nurturing the brands valueby making them recognizable & competitive in the Fashion Industry. Presently yourCompany holds 49.02% of the paid-up equity capital of FLBL.

Joint Ventures

Clarks Future Footwear Private Limited (Clarks)

Clarks a joint venture with C&J Clark International Limited and FLBL is engaged inthe business of single brand wholesale and retailing of footwear and accessory such asshoes boots sandals handbags and accessories. The Brand "CLARKS" is world'slargest casual and smart shoe brand and the world number one in 'everyday footwear'.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 men's ready to wear garmentsunder single brand "celio*". Decoding trends to offer smart and contemporarymenswear is the brand's forte. Showcasing collections oriented to the different moments ofa man's life Celio captures effortless style for men. Presently FLBL an associatecompany of the Company holds 2.29% of the paid- up equity capital of Celio.

CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2018 the Company has two 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 prepared inaccordance with the Act and applicable Ind AS along with all relevant documents and theAuditors' Report thereon form part 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 Company's subsidiaries associates and jointventures companies as on March 31 2018 in the prescribed Form AOC-1 is attached to thefinancial statements of the Company 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 the consolidated financialstatements 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 auditedfinancial statements in respect of each subsidiary company shall also be kept open forinspection at the Registered Office of the Company during working hours for a period of 21days before the date of forthcoming AGM. The aforesaid documents relating to subsidiarycompanies can be made available to any Member interested in obtaining the same upon arequest made to the Company

AUDIT COMMITTEE

The details of composition of the Audit Committee as per the provisions of the section177 of the Act and Listing Regulations are disclosed in the Corporate Governance Reportwhich forms part of this Annual Report. There are no instances where the Board did notaccept the recommendations of the Audit Committee.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 M/s. NGS & Co. LLP Chartered Accountants (Firm RegistrationNo.119850W) were appointed as the Statutory Auditors of the Company for the second term offive years from the conclusion of the Fifth AGM of the Company held on August 29 2017till the conclusion of the Tenth AGM of the Company subject to ratification by theMembers at every AGM held during the said term.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on May 072018 the mandatory requirement for ratification of appointment of Auditors by the Membersat every AGM has been omitted. Hence your Company has not proposed ratification ofappointment of Statutory Auditors at the forthcoming AGM.

The Auditors' Report on the financial statements for the financial year ended March 312018 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 2017-18 as required undersection 204 of the Act and Rules made thereunder.

The Secretarial Audit Report for the financial year 2017-18 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 is attached and 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.

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 ofrisks which the Company may be exposed to. A Systematic Risk Culture has been evolved inthe Organization by following various standard operating processes and corporate policiesfor monitoring mapping and assessment of various Risks and their mitigation measures.Risks associated to the business of the Company were being periodically reviewed by theManagement at 'Samiksha' meetings and updates on Risk Management were presented to theRisk Management Committee.

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

The Company has in place adequate internal financial controls with reference toFinancialStatements. Key risks and threats to the Company and internal controls and theiradequacy are analyzed in the Management Discussion and Analysis which forms part of thisAnnual Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and materialorders passed by the regulators or courts ortribunals impacting the going concern status and the Company's 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 individually

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson 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 Chairperson and Non-Independent Directors wascarried out by the Independent Directors.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Chairperson of the Company and the Board as a whole was evaluated takinginto account the views of Executive Directors and Non-Executive Directors.

In the Board meeting that followed the meetings of the Independent Directors andNomination and Remuneration Committee the performance of the Board its Committees andindividual Directors was also discussed.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as the composition of Committeeseffectiveness of Committee meetings etc.

Your Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS' REMUNERATION

The Company's policy on Directors' remuneration and other matters provided in section178(3) of the Act has been disclosed in the Corporate Governance Report which forms partof this Annual Report and also available at the Company's website atwww.futurelifestyle.in .

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board has constituted a CorporateSocialResponsibility ("CSR") Committee. The composition and terms of referenceof the CSR Committee is provided in the Corporate Governance Report which forms part ofthis Annual Report.

The brief outline of the CSR policy of the Company and the initiatives undertaken bythe Company on CSR activities during the year are set out in Annexure C of thisreport in the format prescribed in the Companies (Corporate SocialResponsibility Policy)Rules 2014.

EMPLOYEES STOCK OPTIONS

During the year under review the Nomination and Remuneration Committee has granted1354000 Stock Options to the eligible employees of the Company and cancelled 31030unvested Stock Options under the FLFL ESOP-2015.

The disclosures as stipulated under the Act and SEBI (Share Based Employee Benefits)Regulations 2014 as on March 31 2018 with regard to the FLFL ESOS-2013 and FLFLESOP-2015 are given in Annexure D to this Report and also available on theCompany's website www.futurelifestyle.in

FIXED DEPOSITS FROM PUBLIC

The Company has not accepted any fixed deposits from the public and as such no amounton account of principal or interest on deposits from public was outstanding as at March31 2018.

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 in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 of the Listing Regulations forms part of this Annual Report.

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 statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules are provided in this Annual Report.

Having regard to the provisions of the second proviso to section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the Members of theCompany. The said information is available for inspection at the Registered Office of theCompany during the working hours and any Member interested in obtaining such informationmay write to the Company Secretary and the same will be furnished on request. Such detailsare also available on the Company's website at www. futurelifestyle.in.

DISCLOSURE REQUIREMENTS

• Details of programs for familiarization of Independent Directors with theCompany are available on the website of the Company at the linkhttp://futurelifestyle.in/pdf/ID-Familiarization.pdf

• Policy for determining material subsidiaries of the Company is available on thewebsite of the Company at the link http:// futurelifestyle.in/pdf/Mat-Sub-Policy.pdf

• Policy for determining Materiality of Events of the Company is available on thewebsite of the Company at the link http://futurelifestyle.in/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 http://futurelifestyle.in/ pdfTArchival-Policy.pdf

• The code of conduct for the Board of Directors and senior management personnelof the Company is available on the website of the Company at the linkhttp://www.futurelifestyle. in/Admin/pdf/Code-of-Conduct-for-Key-Managerial- Persons.pdf

• Policy on dealing with related party transactions is available on the website ofthe Company at the link http://futurelifestyle.in/ pdf/RPT-Policy.pdf

VIGIL MECHANISM

The Company has established a Whistle Blower Policy to provide VigilMechanism forStakeholders of the Company to report genuine concerns that could have serious impact onthe operations and performance of the business of the Company and also available at theCompany's website at www.futurelifestyle.in.

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

Your Company has always believed in providing a safe secured and harassment freeworkplace for every individual working in the Company through various training awarenessand practices. The Company always endeavors to create and provide an environment that isfree from any discrimination and sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. The Company has an Internal Complaints Committee (ICC) which is responsiblefor redressal of complaints related to sexual harassment and follows the guidelinesprovided in the policy. ICC Conducts training workshop mainly focusing on investigationskills basic counselling skills like listening paraphrasing and dealing with biasesthrough various kind of case studies role plays activities based on real life examplesrole of ICC critical attitudes of an ICC member and Investigation process & Reportwriting etc. ICC has its presence at corporate office as well as at stores / otherlocations.

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans guarantees and investments covered under the provisions of section 186 of theAct are provided in the note no. 37 of notes forming part of the financial statementswhich 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 as defied under the Act and the Listing Regulations were in the ordinary courseof business and on an arm's length basis. Particulars of contracts or arrangements withrelated parties as required under section 134(3)(h) of the Act in the prescribed FormAOC-2 is given in Annexure F which forms part of this Report.

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 whichforms part of this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Act an extract of annualreturn in theprescribed Form MGT-9 is given in Annexure H which forms part of this Report.

AWARDS AND RECOGNITION

During the year under review the Company's formats 'Central' and 'Brand Factory' andits Brands have been conferred the following awards and recognition:

• Central was awarded as "Retail Professional of the year" by theClothing Manufacturers Association of India.

• Central was awarded as "Best Retail BTL Marketing initiative" by theActivation Venues Forum.

• Central won the "Best Window Display" gold award at VM RD Retailawards 2018.

• Centralat Aerocity won "Best Department and VM" gold award at VM RDRetail awards 2018 runner up by Central at Gachibowli and Central at Vashi.

• Central at Vashi won "in-store tech & digital experience" award atVM RD Retail awards 2018.

• Brand Factory was awarded "Star RE-iMAGiN" award for its campaign asthe exceptional work during VIVO IPL 2018.

• Brand Factory was awarded as "IMAGES Most Effective Marketing &Promotions Campaign of the Year" at 18th Annual IMAGES Fashion Awards.

• Brand Factory was awarded as "Best Content in a Performance- driven Digitalcampaign" for Free Shopping Weekend promotion at India Content Leadership Awards2018.

• "Scullers" was awarded for best Marketing Campaign of the year for"Chinos For India" at the 8th CMO Asia Singapore.

• Jealous 21" was awarded for best Facebook Campaign of the year for"Free Jeans Day" at the 8th CMO Asia Singapore.

• "URBANA" was awarded for best SocialMedia Integrated campaign of theyear for "Urbana Shirt Story" at the 8th CMO Asia Singapore.

ACKNOWLEDGEMENT

The Board thanks all customers bankers investors shareholders vendors and otherstakeholders for their continued support and patronage during the year under review. TheBoard also places on records its sincere appreciation to the employees of the Company fortheir efforts hard work and dedication which enabled the Company to achieve the targetsand recognitions.

For and on behalf of the Board

Mumbai Shailesh Haribhakti

July 04 2018 Chairperson