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Future Retail Ltd.

BSE: 540064 Sector: Others
NSE: FRETAIL ISIN Code: INE752P01024
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VOLUME 135425
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OPEN 48.00
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VOLUME 135425
52-Week high 109.00
52-Week low 40.60
P/E
Mkt Cap.(Rs cr) 2,576
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Future Retail Ltd. (FRETAIL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Thirteenth Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended March 312020.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

(Rs. in crore)

Particulars

Standalone

Consolidated
Financial Year 2019-20 Financial Year 2018-19 Financial Year 2019-20 Financial Year 2018-19
Revenue from Operations 20118.32 20164.90 20331.72 20332.58
Other Income 83.60 20.47 86.68 23.14
Total Revenue 20201.92 20185.37 20418.40 20355.72
Profit / (Loss) before Depreciation and 1074.73 833.40 1112.80 831.22
Amortization Expense & Tax expense
Less: Depreciation and Amortization expense 1040.89 100.59 1098.72 104.02
Profit / (Loss) before Exceptional Item 33.84 732.81 14.08 727.20
Less: Exceptional Item - - - -
Profit / (Loss) before Tax 33.84 732.81 14.08 727.20
Less: Tax expense - - 2.79 0.01
Profit / (Loss) after Tax 33.84 732.81 11.29 727.19
Other Comprehensive Income for the year (224.45) 5.81 (224.67) 5.85
Total Comprehensive Income for the year (190.61) 738.62 (213.38) 733.04
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic (in Rs.) 0.67 14.58 0.23 14.47
- Diluted (in Rs.) 0.65 14.58 0.22 14.47

REVIEW OF PERFORMANCE

During the year under review your Company recorded a decrease of 0.23% in theStandalone Revenue from Operations atRs. 20118.32 crore as compared to Rs. 20164.90crore in the previous financial year. Consolidated Revenue from Operations was reported atRs. 20331.72 crore during the year under review. Your Company also reported Net Profit ofRs. 33.84 crore as compared to Rs. 732.81 crore for the previous financial year onstandalone basis.

We have a pan India presence with 1350 stores in 400 cities as of March 31 2020 andtotal retail space of approximately 15.90 million sq. ft. for various formats of yourCompany. As on March 31 2020 we have 290 Big Bazaar / Hypercity stores 94 fbb stores 9Foodhall stores 956 small format stores (including 98 WHSmith stores) and 1 eZone store.Our retail format business is supported by various other businesses operated by Groupcompanies and through investee companies of the Group operating in various venturesincluding branded fashion food & FMCG insurance warehousing & logistics mediaand textiles.

SCHEME OF ARRANGEMENT

Post March 31 2020 and on August 29 2020 the Board of Directors of the Company hasconsidered and approved the amalgamation of the Company along with other transferorcompanies with Future Enterprises Limited which would be carried out vide a CompositeScheme of Arrangement between the Company along with other transferor companies withFuture Enterprises Limited ("Transferee Company" or "FEL") and theirrespective Shareholders and Creditors ("the Scheme") in terms of Sections 230to 232 and other relevant provisions of the Companies Act 2013 ("the Act").

The proposed Scheme inter-alia provides the following: s Amalgamation ofthe Company along with other transferor companies with FEL; s Transfer and vestingof the Logistics & Warehousing Undertaking from FEL as a going concern on a slump salebasis to Reliance Retail Ventures Limited ("RRVL"); s Transfer andvesting of the Retail & Wholesale Undertaking from FEL as a going concern on a slumpsale basis to Reliance Retail and Fashion Lifestyle Limited a wholly owned subsidiary ofRRVL ("RRVL WOS"); and s Preferential allotment of equity shares andwarrants of FEL to RRVL WOS.

As a consideration for the said amalgamation FEL will issue 101 (One Hundred One)fully paid up equity shares of Rs. 2/- each to the equity shareholders of the Company ason the Record Date (as may be determined in terms of the Scheme) for every 10 (Ten) fullypaid up equity share of Rs. 2/- each of the Company. The said equity shares to be allottedby FEL to the Shareholders of the Company will be listed on BSE Limited and National StockExchange of India Limited and shall rank pari passu in all respects with the existingequity shares of the FEL.

The Scheme would be subject to requisite approvals of the National Company LawTribunal BSE Limited National Stock Exchange of India Limited Securities and ExchangeBoard of India Competition Commission of India and other statutory / regulatoryauthorities including those from the shareholders and creditors of the transferorcompanies and Transferee Company and applicable contractual approvals.

SHARE CAPITAL

During the year under review and on April 23 2019 the Company issued and allotted inaggregate 39603960 equity warrants at a price of Rs. 505/- per warrant eachconvertible into or exchangeable for One (1) equity share of face value of Rs. 2/- each ata premium of Rs. 503/- per share to M/s. Future Coupons Private Limited (f.k.a. FutureCoupons Limited) (FCPL) a Promoter Group entity on preferential basis. The said warrantswere allotted to FCPL upon receipt of initial warrant subscription amount of Rs. 500 croreequivalent to 25% of the warrant issue price (i.e. Rs. 126.25 per warrant) as prescribedunder provisions of the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2018 ("SEBI ICDR Regulations") forallotment of the equity warrants.

Further on January 04 2020 and upon the receipt of request from FCPL for exercisingtheir right to convert 24800000 equity warrants and also against the receipt of balanceof warrant issue price (i.e. Rs. 378.75 per warrant) the Company has considered andallotted 24800000 equity shares to FCPL.

As on March 31 2020 FCPL was holding balance 14803960 warrants (on which 99.8% ofshare warrant subscription amount has already been received by the Company). Post March31 2020 and on receipt of balance amount from FCPL on May 19 2020 the Company hasallotted 14803960 equity shares upon conversion of balance warrants. As on date of thisreport FCPL is holding 53270247 equity shares which are under lock-in as perterms of applicable provisions of SEBI (ICDR) Regulations.

Further post March 31 2020 and on September 04 2020 the Company also allotted81680 Equity Shares of Rs. 2/- each to eligible employees of upon exercise of the vestedoptions granted to the said employees under Future Retail Limited Employee Stock OptionPlan - 2016 (FRL ESOP - 2016). None of the employee is in receipt of Equity Sharesexceeding 1% of Equity Share capital of the Company against the vested options exercisedby them under FRL ESOP - 2016.

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

IMPACT OF COVID - 19

In the wake of the novel coronavirus (COVID-19) outbreak most of the stores of theCompany in most of the States were closed except selling only essential commodities andgrocery items as directed by Local and State Government offices. The business of theCompany is adversely affected by temporarily shut down of stores de-growth of revenuesizable drops in footfalls and selective spending on essentials only by the Customers.Further the Company's maximum staff except connected with essential services wereworking from their respective residence under "work from home policy"implemented by the Company.

The countrywide lockdown began towards the latter half of March 2020 and continuedthrough the end of May 2020. During this period more than half of our stores remainedclosed for operations due to regulatory instructions and stores that were open operatedfor restricted hours. Customer footfalls were significantly lower and as per directives ofthe authorities.

The Company is also leaving no stone unturned in redefining workplace hygiene. TheCompany has implemented new standards of safe working with guidelines for socialdistancing. Face masks were mandatory for all employees and customers visiting ourpremises. We also ensured regular sanitisation of all our premises and adequateavailability of sanitising material. Similar protocols have been created for safe customerengagements. We also commenced servicing our customers through several new channels ofdelivery to provide them all essential goods through on-line apps.

COVID-19 pandemic and consequent lockdown imposed throughout the country has had asignificant adverse impact on the business operations and the financial results of theCompany. The Company has assessed the impact of the lockdown on its business operationsand financial status and has considered all relevant information available up to the dateof approval of these financial results in determination of the recoverability andcarrying value of its financial assets and non-financial assets. The impact of COVID-19pandemic and consequent global slowdown of business and uncertain overall economicenvironment may affect the underlying assumptions and estimates used to prepare theCompany's financial results whereby actual outcome may differ from those assumptions andestimates considered as at the date of approval of these financial results. The Companywill continue to closely monitor any material changes to future economic conditions and totake various precautionary measures to ensure health and safety of its customersemployees and other stakeholders from COVID-19 pandemic.

DIVIDEND & RESERVES

Considering the Company's dividend distribution policy and the uncertainties created byCOVID-19 pandemic on the business operations of the Company the Board has not recommendedany dividend for the financial year ended March 31 2020. Further no amount is proposedto be transfer to General Reserve.

INVESTMENTS & DIVESTMENTS

During the year under review the Company has made additional investment in Future7-India Convenience Limited (f.k.a SHME Food Brands Limited) by subscribing 1500000equity shares of Rs. 10/- each at a premium of Rs. 90/- aggregating to Rs. 15 crorevia rights issue.

Further the Company has not made any divestment during the year under review.

PUBLIC DEPOSITS

In past your Company has obtained the approval of Members for acceptance of fixeddeposits from public and/or Members of the Company. However the Company has not acceptedany fixed deposits during the year under review and accordingly no amount on account ofprincipal or interest on deposits from public and/or Members were outstanding as at March31 2020.

DEBENTURES

During the year under review the Company raised funds amounting to Rs. 199 crore byissue of Secured Rated Listed Redeemable Non-Convertible Debentures ("NCDs") onprivate placement basis. Series 1A amounting to Rs. 100 crore and Series 1B amounting toRs. 99 crore of the said NCDs are listed on the Wholesale Debt Market (WDM) segment of BSEeffective from June 12 2019.

Post March 31 2020 the Company has further raised funds amounting to Rs. 200 crore byissuing of NCDs on private placement basis. NCDs "Series II" amounting to Rs.200 crore are also listed on the WDM segment of BSE effective from June 05 2020.

USD DENOMINATED NOTES AND OVERSEAS LISTING

During the year under review the Company raised funds amounting to US$ 500 million byissuing of Senior Secured Notes due 2025 ("USD Notes"). The said USDNotes are listed on Singapore Stock Exchange ("SGX") effective from January 232020.

CORPORATE GOVERNANCE

The Company's Corporate Governance Report for the year under review forms part of thisAnnual Report. A certificate from the Statutory Auditors of the Company regarding thecompliance with the conditions of the Corporate Governance as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "SEBI Listing Regulations") isannexed to Corporate Governance Report and forms a part of this Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to SEBI Listing Regulations a Business Responsibility Report is included andforms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. NGS & Co. LLP Chartered Accountants (Firm Registration No. 119850W) have beenappointed for a period of 5 (Five) years from the conclusion of the Ninth Annual GeneralMeeting till the conclusion of the Fourteenth Annual General Meeting of the Members of theCompany.

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 Annual General Meeting ("AGM") has been omitted. Hence no resolutionwas proposed for the ratification of appointment of Statutory Auditors at the ensuing AGM.

The Company has received a written confirmation from the Statutory Auditors confirmingthat their continued appointment shall be in accordance with the applicable provisions ofthe Act.

Auditors' Report

The Auditors' Report on the financial statements for the financial year ended March 312020 is issued with unmodified opinion and does not contain any qualificationsreservations or adverse remarks.

Secretarial Auditor

As required under provisions of Section 204 of the Act and Rules made thereunder Ms.Bindu Darshan Shah (Membership No. A-20066 / CP No. 7378) Proprietor : K Bindu& Associates Practicing Company Secretaries was appointed as Secretarial Auditor toconduct the Secretarial Audit of the Company for the financial year 2019-20.

The Secretarial Audit Report for the financial year 2019-20 is appended as Annexure- I which forms part of this Report. The said Secretarial Audit Report doesn'tcontain any qualifications reservations or adverse remarks.

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

POLICIES & DISCLOSURE REQUIREMENTS

As required under SEBI Listing Regulations and provisions of the Act followingpolicies and related code of conduct the Company were already made available on itswebsite:

Details of programs for familiarization of Independent

Directors with the Company are available on the website of the Company at the linkhttps://www. futureretail.in/investors/Policies.html

Policy for determining material subsidiaries of the

Company is available on the website of the Company at the linkhttps://www.futureretail.in/investors/ Policies.html

Policy for determining Materiality of Events of the

Company is available on the website of the Company at the linkhttps://www.futureretail.in/investors/ Policies.html

Policy for archival of documents of the Company is available on the website of theCompany at the link https://www.futureretail.in/investors/Policies.html

The code of conduct for the Board of Directors and senior management personnel of theCompany is available on the website of the Company at the linkhttps://www.futureretail.in/investors/corporate-governance-standards.html

Policy on dealing with related party transactions is available on the website of theCompany at the link https://www.futureretail.in/investors/Policies.html

The Remuneration Policy is available on the website of the Company at the linkhttps://www.futureretail.in/ investors/Policies.html

The Dividend distribution policy is given as

Annexure - II to this Report. The same is also available on the website of theCompany at the link https:// www.futureretail.in/investors/Policies.html

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 SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)

During the year under review and based on the recommendation of Nomination andRemuneration Committee ("NRC") the Board of Directors approved thefollowing changes:

Mr. Kishore Biyani who was appointed as "Chairman

& Managing Director" was re-designated as "Executive Chairman"effective from March 05 2020 till March 31 2022 and thereafter he will continue asNon-Executive Chairman of the Company in terms of applicable provisions of the SEBIListing Regulations read with provisions of SEBI Notification dated January 102020.

Mr. Rakesh Biyani who was appointed as "Jt. Managing Director" wasre-designated as "Managing Director" effective from March 05 2020 till theremainder period of his existing term i.e. upto May 01 2022.

Mr. Sanjay Jain who was appointed as Chief Executive

Officer (CEO) of the Company with effect from March 05 2020 has requested theBoard for keeping his appointment as CEO in abeyance as he was pre-occupied withhis earlier responsibilities within Future Group. Accordingly the Board of Directors attheir meeting held on March 23 2020 has considered and accepted the said proposal.

The Members of the Company have already approved the matters related to re-designationof Mr. Kishore Biyani as Executive Chairman and Mr. Rakesh Biyani as Managing Directorvide special resolution(s) passed through postal ballot dated February 29 2020 and theresult of same was declared on April 06 2020.

In terms of Section 152 of the Act Mr. Rahul Garg who is liable to retire by rotationat the ensuing AGM and being eligible offers himself for re-appointment. The Company hasreceived necessary disclosure and confirmation from him in connection with hisre-appointment.

Additional information as required under Regulation 26(4) and 36 of SEBI ListingRegulations and Secretarial Standards is given in the Notice convening the ensuing AGM.

The Company has received necessary declarations from Independent Directors underSection 149(7) of the Act stating that they meet the criteria of independence laid down inSection 149(6) of the Act and SEBI Listing Regulations.

Further a confirmation in connection with enrolment in the Data Bank created byMinistry of Corporate Affairs for Independent Directors has been received from all theIndependent Directors of the Company.

COMMITTEES OF THE BOARD

Details of Committees of the Board of Directors of the Company along with their termsof reference composition and meetings held during the year are provided in the CorporateGovernance Report which forms part of this Annual Report.

MEETINGS OF THE BOARD

During the year under review 8 (Eight) meetings of the Board of Directors of theCompany were held. The details of date of above meetings including the attendance of theDirectors are given in the Corporate Governance Report which forms part of this AnnualReport.

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 policies of the Company asadopted/framed from time to time. The mechanism provides for adequate safeguards againstvictimisation of employee(s) and Directors to avail mechanism and also provide for directaccess to the Chairperson of the Audit Committee in exceptional cases.

SUBSIDIARY JOINT VENTURE HOLDING COMPANY AND ASSOCIATE COMPANIES

During the year under review your Company has the following subsidiaries and jointventure:

Travel News Services (India) Private Limited ("TNSI")

TNSI is a wholly owned subsidiary of the Company and is mainly into retail trade ofconfectionery food beverages accessories etc. and it operates at various airportscorporate parks and also at universities in Delhi and NCR region under the brand name"WHSmith". During the year under review it has reported income from operationsamounting to Rs. 167.42 crore and its net loss stood at Rs. 5.91 crore.

TNSI Retail Private Limited ("TNSI Retail")

TNSI Retail is subsidiary of TNSI and is mainly into retail trading and operates atMetro stations in Delhi and NCR under the brand name "WHSmith" and also deals inwholesale trading. During the year under review it has reported income from operationsamounting to Rs. 74.19 crore and its net profit stood at Rs. 2.52 crore.

Welcome Retail Private Limited ("WRPL")

WRPL is a joint venture of TNSI & Rozeus Retail Private Limited (f.k.a FlemingoRetail Private Limited) and is into business of setting-up developing operating rentingand sub-leasing services for various spaces mainly at airports and metro stations. Duringthe year under review it has reported income from operations amounting to Rs. 28.73 croreand its net loss stood at Rs. 9.01 crore.

Future 7-India Convenience Limited (f.k.a SHME Food Brands Limited)("Future7-India")

Future7-India is a wholly owned subsidiary of the Company and is into business ofoperating developing maintaining and running of convenience stores and commercialestablishments of similar nature. Future7-India and the Company have executed a masterfranchise agreement with 7-Eleven Inc to develop and operate 7-Eleven stores withinIndia. During the year under review there was no income from operations and incurred anet loss of Rs. 9.61 crore.

Future Retail LLC ("FRLLC")

FRLLC is a joint venture incorporated in Oman to undertake business to operate"fbb" brand fashion outlets in Oman and across other member states of GCC. Forthe period ended December 31 2019 the joint venture has income from operation of Rs.11.49 crore and incurred a net loss of Rs. 7.53 crore.

INDIAN ACCOUNTING STANDARD

As Members are aware that the Company has already adopted and following IndianAccounting Standards ("IND AS") from April 01 2016 with a transition date ofApril 01 2015. Accordingly the financial statement for the year 2019-20 have beenprepared in accordance with IND AS prescribed under Section 133 of the Act readwith the relevant rules issued thereunder and the other recognised accounting practicesand policies to the extent applicable.

CONSOLIDATED FINANCIAL STATEMENT

During the year under review the Board has reviewed the affairs of subsidiaries andjoint venture. The Consolidated Financial Statement of the Company is prepared inaccordance with the Act and applicable IND AS along with the relevant documents andAuditors' 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 statement of the subsidiaries and joint venture in theprescribed Form AOC-1 is attached to the financial statement which forms part of thisAnnual Report.

In accordance with the provisions of Section 136(1) of the Act the Annual Report ofthe Company containing therein the audited standalone and consolidated financial statementand the audited financial statements of each of the subsidiary companies have been placedon the website of the Company. The audited financial statements in respect of subsidiariesshall also be kept open for inspection at the Registered Office of the Company duringworking hours for a period of 21 days before the date of ensuing AGM. The aforesaiddocuments are also available to Members interested in obtaining the same upon a requestmade to the Company.

PERFORMANCE EVALUATION OF BOARD

As required by the provisions of the Act and SEBI Listing Regulations the Board hascarried out an annual evaluation of performance of its own the Committees thereof and theDirectors individually.

Based on guidance note and process set by the NRC the performance of the Board wasevaluated after seeking inputs on all the relevant factors from all the Directors on thebasis of criteria such as the Board and Committee composition structure effectiveness ofboard processes information and functioning etc.

The performance of the Committees were evaluated by the Board after taking input fromthe respective Committee members on all the relevant factors material for evaluationpurpose.

A separate exercise was carried out at meeting of Independent Directors to evaluate theperformance of individual Directors including the Chairman of the Board who were inter-aliaevaluated on parameters such as level of engagement contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcept the Director being evaluated.

The performance evaluation of the Chairman and Non-Independent Directors was carriedout by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

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 this Annual Report.

The details of commission to Non-Executive Director is given in Corporate GovernanceReport forming 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 ofrisks associated with the businesses of the Company.

The Board has delegated responsibility to the Risk Management Committee to monitor andreview risk management assessment and minimisation 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. The major risks identified by the businessesand functions are systematically addressed through mitigating actions on a continuingbasis. The Audit Committee and the Board also periodically reviews the risk managementassessment and minimisation 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 thisAnnual Report.

EMPLOYEES STOCK OPTIONS PLAN

In past the Members of the Company have approved the FRL ESOP - 2016 and also approvedto offer issue and allot at any time or to acquire by way of secondary acquisition to orfor the benefit of eligible employees under FRL ESOP - 2016 not exceeding 9000000Equity Shares of Rs.2/- each in one or more tranches at such price and on such terms andconditions as may be fixed or determined by the NRC and/or People Office.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 ("SBEB Regulations")the Company has set up ‘Future Retail Limited Employees' Welfare Trust("Trust") for implementation of the said Scheme.

The applicable disclosures as stipulated under SBEB Regulations as on March 31 2020with regard to the FRL ESOP - 2016 are provided in Annexure - III to this Report.

The Company has constituted Employees Gratuity Trust in name of "Future RetailLimited – Employees Gratuity Trust" and constituted a Fund through Trust in thename of "Future Retail Employees Superannuation Trust" for benefits of eligibleemployees of the Company.

CREDIT RATING

The details pertaining to credit rating obtained or assigned during the year underreview is given in Corporate Governance Report forming part of this Annual Report.

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 through various training awareness and practices.The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including 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 complied with the provisions relating to Internal ComplaintsCommittee ("ICC"). Further ICC is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines as provided in the policy. ICCconducts training workshop mainly focusing on investigation skills basic counsellingskills like listening paraphrasing and dealing with biases through various kind of casestudies role plays activities based on real life examples role of ICC criticalattitudes of an ICC member and investigation process & report writing etc.

Information regarding the no. of complaints received/ resolved/remained unresolvedduring the year under review is given in Corporate Governance Report forming part of thisAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

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 Committee ("CSR Committee"). Thecomposition and terms of reference of the CSR Committee is provided in the CorporateGovernance Report which forms part of this Annual Report.

The disclosures as per Rule 9 of above mentioned Rules is made in prescribed form whichis annexed to this Report as Annexure - IV.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans granted guarantee provided and investment made by the Company whichare covered under the provisions of Section 186 of the Act is provided in Notes formingpart of financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and SEBI Listing Regulations were in the ordinary courseof business and on an arm's length basis.

Omnibus approval is obtained for the transactions which are foreseen and repetitive innature with related parties. A statement of all such related party transactions waspresented 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 whichforms part of this Report.

Disclosure of transactions with related parties (including entity belonging to thePromoter/Promoter Group which hold(s) 10% or more shareholding in the Company) as requiredunder SEBI Listing Regulations and the applicable Accounting Standards have been given inthe Notes forming part of the financial statement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act the Board to the best ofits ability confirms that:

i. in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

ii. 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 the year ended March 31 2020;

iii. they have taken proper and sufficient care for 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 other irregularities;

iv. they have prepared the annual accounts for the financial year ended March 31 2020on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

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

AUDIT COMMITTEE

The Audit Committee of the Company comprises three Independent Directors and ManagingDirector as its members. Ms. Gagan Singh Independent Director acting as Chairperson ofthe Committee. Other Members include Mr. Ravindra Dhariwal Independent Director Ms.Sridevi Badiga Independent Director and Mr. Rakesh Biyani Managing Director. During theyear under review there were no instances where the Board did not accept therecommendations of the Audit Committee. The terms of reference powers and roles of theCommittee are disclosed in the Corporate Governance Report which forms part of thisAnnual Report.

PARTICULARS OF EMPLOYEES

The information pertaining to the remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as Annexure - VIwhich forms part of this Report.

In terms of the provisions Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of employees drawing remuneration inexcess of the limits set out in the said rules are provided in this Annual Report.

In terms of the proviso to Section 136(1) of the Act the Annual Report excluding theaforesaid information is being sent to the Members of the Company. The said information isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days and Members interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request. Such details arealso available on Company's website at www.futureretail.co.in.

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 technology absorptionand foreign exchange earnings and outgo are provided in Annexure - VII which formspart of this Report.

EXTRACT OF ANNUAL RETURN

In accordance with provisions of the Act an extract of annual return in the prescribedForm MGT-9 is given as Annexure - VIII which forms part of this Report.

In accordance with provisions of the Act a copy of the Annual Return for the financialyear ended March 31 2020 shall be available on the website of the Company at https://www.futureretail.in/investors/annual-reports.html.

DETAILS UNDER REGULATION 39(4) OF SEBI LISTING REGULATIONS - UNCLAIMED SUSPENSE ACCOUNT

In accordance with provisions of Regulation 39(4) read with Schedule V of SEBI ListingRegulations the details pertaining to outstanding shares lying in Unclaimed SuspenseAccount are given in Corporate Governance Report forming part of this Annual Report. Allthe unclaimed shares are credited to a Demat Unclaimed Suspense Account and all thecorporate benefits in terms of securities accruing on these unclaimed shares shall becredited to such account. The voting rights on these shares shall remain frozen till therightful owner(s) claim such shares.

SECRETARIAL STANDARDS

During the year under review and in terms of Section 118(10) of the Act the Companyhas complied with Secretarial Standards on meetings of the Board of Directors("SS-1") and on General Meetings ("SS-2") as issued and amended by TheInstitute of Company Secretaries of India from time to time.

AWARDS AND RECOGNITIONS

The Company and its formats received awards in categories like:

Big Bazaar

Big Bazaar ranked among the most valuable brand by Interbrand; Big Bazaarranked as one of India's top 50 Brands in ninth edition of Pitch Top 50 brandsexchange4media; BigBazaar'sCookAlongWonGoldinExchange4Media: Maddies of the Year2019 for the use of rich media and interactive content; Big Bazaar's Food YouTubeChannel Won : Silver Play Button; Big Bazaar Profit Club wins accolades at theCustomer Fest Leadership Awards 2020 for: Best Card based loyalty program in India;Best use of contents / promotions in a loyalty program.

Big Bazaar Wins The Universal Design Award For Making Its Stores Accessible ForShoppers With Disability; Big Bazaar Wins the most admired VM of the year (food) atCoca Cola Golden Spoon Awards 2020; Big Bazaar won the most inclusive retail brandof the year for its "Sub Ke Liye Initiative" at ET Now Awards for Global RetailExcellence.

fbb (Fashion @ Big Bazaar)

Social Samosa – Sammie Award for:

National Jeans Day (Best Use of SM to generate leads or drive revenues); 500Festive Stories (Best Use of Influencers).

Afaqs! Foxglove Award for 500 Festive Stories (Best Use of Influencer Marketing);Adgully Digixx Award for: 500 Festive Stories (Best Use of Content Marketing:Retail Sector); World Shorts Day (Best Use of Social Media). IAMAI's IDAAward for National Jeans Day (Best Lead Generation Campaign Through Mobile); #PujoPerfectLove Story First brand in the world to create a unique interactive web series on InstagramStories by Facebook Case Study.

Easyday

Easyday Club Wins the following awards at Coca Cola Golden Spoon Awards 2020: Mostadmired small / mid format retailer of the year; Most admired innovation of theyear.

Foodhall

Foodhall @ Linking Road won the award for best store in the food groceries &general merchandise category at ET Now Awards for Global Retail Excellence.

GENERAL DISCLOSURES

Your Directors state that:

 

n There were no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and the Company's operations infuture. Other relevant details are provided in the notes to the financial statements;

 

n Except as disclosed in this Report there were no material changes havetaken place that could have an impact on the financial position of the Company from thedate of closure of financial year under review till the date of signing of Accounts;

 

n There were no events relating to non-exercising of voting rights in respectof shares purchased directly by employees under a scheme pursuant to Section

67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014;

 

n There were no events relating to receipt of any remuneration or commissionfrom any of its subsidiary companies by Chairman / Managing Director of the Company;

 

n Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Act are not applicable for the businessactivities carried out by the Company.

ACKNOWLEDGEMENT

The Board of Directors would like to thank and place on record their appreciation forthe sustained support and co-operation provided by its Members Future Group entities andin particular their employees regulatory authorities suppliers customers and its banksand financial institutions. Your Directors would also like to place on record its sincereappreciation for the efforts put in by employees of the Company whose efforts hard workand dedication has enabled the Company to achieve all recognitions during the year.

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