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Future Retail Ltd.

BSE: 540064 Sector: Others
NSE: FRETAIL ISIN Code: INE752P01024
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VOLUME 20936
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Mkt Cap.(Rs cr) 190
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OPEN 3.51
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VOLUME 20936
52-Week high 52.00
52-Week low 2.74
P/E
Mkt Cap.(Rs cr) 190
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 Fourteenth Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended March 312021.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

(Rs.in crore)

standalone Consolidated
particulars Financial Year 2020-21 Financial year 2019-20 Financial year 2020-21 Financial year 2019-20
Revenue from Operations 6261.04 20118.32 6303.94 20331.72
Other Income 176.36 83.60 256.93 86.68
Total Revenue 6437.40 20201.92 6560.87 20418.40
Profit / (Loss) before Depreciation and Amortization Expense & Tax expense (1831.75) 1074.73 (1785.69) 1112.79
Less: Depreciation and Amortization expense 1328.17 1040.89 1382.81 1098.72
Profit / (Loss) before Exceptional Item (3159.92) 33.84 (3168.49) 14.08
Less: Exceptional Item - - - -
Profit / (Loss) before Tax (3159.92) 33.84 (3168.49) 14.08
Less: Tax expense 20.11 - 21.03 2.79
Profit / (Loss) after Tax (3180.03) 33.84 (3189.52) 11.29
Other Comprehensive Income for the year 98.99 (224.45) 98.99 (224.67)
Total Comprehensive Income for the year (3081.04) (190.61) (3090.53) (213.38)
Earnings Per Equity Share of Face Value of Rs.2/- each
- Basic (in Rs.) (58.86) 0.67 (59.03) 0.23
- Diluted (in Rs.) (58.86) 0.65 (59.03) 0.22

REVIEW OF PERFORMANCE

During the year under review your Company recorded a decrease of 69% in the StandaloneRevenue from Operations at Rs.6261.04 crore as compared to Rs.20118.32 crore in theprevious financial year. Consolidated Revenue from Operations was reported at Rs.6303.94crore during the year under review. Your Company also reported Net Loss of Rs.3180.03crore as compared to Net Profit of Rs.33.84 crore for the previous financial year onstandalone basis.

We have a pan India presence with 1308 stores in 397 cities as of March 31 2021 andtotal retail space of approximately 15.69 million sq. ft. for various formats of yourCompany. As on March 31 2021 we have 285 Big Bazaar / Hypercity stores 88 fbb stores 8Foodhall stores and 927 small format stores (including 89 WHSmith stores). Our retailformat business is supported by various other businesses operated by Group companies andthrough investee companies of the Group operating in various ventures including brandedfashion food & FMCG insurance warehousing & logistics media and textiles.

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 degrowth 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 outbreak of Covid-19 pandemic has created economic disruption throughout theworld including India. Consequently the revenue and profitability for the year end ofMarch 2021 have been adversely impacted. The second wave across India has raised concernover economic growth and business conditions while the restrictions are currently morelocalized and for shorter duration as compared to the previous year. Moreover increasingpace of Inoculation and efforts by the government are likely to help mitigate some of theadverse impact.

In assessing the recoverability of the Receivables Inventories and other financial andnon-financial assets the Company was closely monitoring the development and possibleeffect on the financial condition liquidity operations and is actively working tominimize the impact of this unprecedented situations. The impact of the pandemic maydiffer from that estimated as on the date. The Company will continue to closely monitorany material changes to future economic conditions. As the situation is continuouslyevolving the eventual impact may differ from the estimates made in financial statements.

SCHEME OF ARRANGEMENT AND MATTERS CONNECTED THEREWITH

On August 29 2020 the Board of Directors of the Company has considered and approvedthe amalgamation of the Company along with other transferor companies with FutureEnterprises Limited which would be carried out vide a Composite Scheme of Arrangementbetween the Company along with other transferor companies with Future Enterprises Limited("Transferee Company" or "FEL") and their respective Shareholders andCreditors ("the Scheme") in terms of Sections 230 to 232 and other relevantprovisions of the Companies Act 2013 ("the Act").

The proposed Scheme inter-alia provides the following:

> Amalgamation of the Company along with other transferor companies with FEL;

> Transfer and vesting of the Logistics & Warehousing Undertaking from FEL as agoing concern on a slump sale basis to Reliance Retail Ventures Limited("RRVL");

> Transfer and vesting of the Retail & Wholesale Undertaking from FEL as a goingconcern on a slump sale basis to Reliance Retail and Fashion Lifestyle Limited a whollyowned subsidiary of RRVL ("RRVL WOS"); and

> Preferential allotment of equity shares and warrants 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 as onthe 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 FEL.

The combination contemplated under the Scheme has been approved by CompetitionCommission of India on November 20 2020. Further the Stock Exchanges have issuedobservation letter without any adverse observation on January 20 2021. Subsequently theScheme application has been filed with National Company Law Tribunal Mumbai (NCLT) onJanuary 26 2021 for seeking directions from NCLT for convening the meeting of theShareholders and Creditors of the Transferor Companies and Transferee Company. NCLT hasheard the said application and the intervention application filed by Amazon.com InvestmentHoldings LLC. ("Amazon") and has reserved the order on the said application.

Amazon has initiated arbitration against the Company and its promoters on October 052020 before Singapore International Arbitration Centre (SIAC). After completion ofEmergency Arbitration hearing held pursuant to application of Amazon Emergency Arbitratorhas passed an interim order on October 25 2020 (EA Order) inter-alia restraining theCompany and promoters to take any steps in furtherance of the resolution passed on August29 2020. However based on the legal advise received by the Company it has contendedthat the EA Order would not be enforceable against the Company in view of the fact thatthe Company is not a signatory to the arbitration agreement under which arbitration hasbeen initiated.

The Company has filed a suit before Hon'ble Delhi High Court making a prayer to injunctAmazon from tortuously interfering with the Scheme. The Hon'ble Single Judge of the DelhiHigh Court has passed a Judgment in the Interim Application wherein it has prima facieheld that there is no arbitration agreement between Amazon and the Company; Company'sResolution dated August 29 2020 approving the Scheme is neither void nor contrary to anystatutory provision nor the Articles of Association of the Company. The said Judgementfurther prima facie held that Amazon's representations to various regulatory authoritiesamounted to unlawful interference with the Scheme and a civil wrong actionable by both theCompany and Reliance. However no injunction was granted in favour of the Company and allthe Statutory Authorities were directed to take the decision on the applications andobjections raised in accordance with the law. The Hon'ble Court also prima facie held thatconflation of the two shareholders agreements will be in violation of FEMA FDI Rules. AnAppeal was preferred by Amazon against certain observations contained in this Judgment.

In another application of Amazon under Section 17(2) of Arbitration & ConciliationAct 1996 to enforce EA Order Hon'ble Delhi High Court vide its interim order datedFebruary 2 2021 directed the parties to maintain status quo (Status Quo Order). TheCompany challenged this Order before the Hon'ble Division Bench of Delhi High Court in anappeal. The Learned Division Bench has stayed the aforesaid Status Quo Order on February8 2021. Amazon has preferred a Special Leave Petition before Hon'ble Supreme Courtagainst the order of the Hon'ble Division Bench on February 13 2021. The Hon'ble SupremeCourt ruled that the proceedings before NCLT will be allowed to go on but will notculminate in any final order of sanction of the Scheme.

On March 18 2021 a detailed interim order was passed by the Single Judge of the DelhiHigh Court ("Detailed Order") inter-alia confirming the directions in the StatusQuo Order passed by Hon'ble Delhi High Court in the application under Section 17(2) ofArbitration & Conciliation Act 1996 granting further reliefs in favour of Amazon andinter-alia restricting all respondents from taking any further action in violation of theEA Order.

An appeal was filed by the Company as well as other respondents before the Hon'bleDivision Bench against the Detailed Order. On March 22 2021 the Hon'ble Division Benchwas pleased to pass a common order in both the appeals staying the enforcement of theDetailed Order.

Amazon filed Special Leave Petitions before the Hon'ble Supreme Court against the orderof the Hon'ble Division Bench passed on March 22 2021. On April 19 2021 the Hon'bleSupreme Court stayed the proceedings before the Single Judge and the Division Bench of theDelhi High Court and directed parties to complete the pleadings and listed all the threeSLPs for final disposal on May 04 2021. Post summer vacation at Supreme Court SLPs arenow being heard and argued before Supreme Court. Supreme Court may consider issuing orderin the matter after completion of the submissions by all the parties.

Further in relation to the Arbitration Proceedings a Tribunal has been constituted bySI AC on January 05 2021 and the Company has filed two applications before the Tribunalfirst being an application under Section 16 of Arbitration & Conciliation Act 1996("Arbitration Act") challenging the jurisdiction of the Tribunal; and secondbeing an Application under Rule 10 of Schedule I of SIAC Rules for vacation of the EAOrder. As per the scheduled finalised by the Tribunal the hearing commenced from July 122021 and continued till July 16 2021. The decision of Tribunal is awaited on bothapplications.

One Time Restructuring (OTR)

Pursuant to RBI guidelines vide circular DOR.No.BP. BC/3/21.04.048/2020-21 dated August06 2020 on 'Resolution Framework for COVID-19-related Stress' the lenders of the Companyhas invoked One Time Restructuring ("OTR") with regard to credit facilitiesavailed by the Company from Banks and other Institutions on October 29 2020. Theaforesaid OTR has been implemented by execution of the documents by the Company andeligible lenders on April 26 2021. Accordingly as per the agreed terms of OTR therepayment of Long Term and Short Term obligation is extended overdue working capitallimits is converted in Working Capital Term Loan ("WCTL") and interest due tillSeptember 2021 on various credit facilities has been converted into Funded Interest TermLoan ("FITL"). The terms of repayment of the NCDs and interest due thereonwhich are not part of the OTR has also been separately extended on the similar lines inconsultation with the debenture trustees and the concerned debenture holders.

SHARE CAPITAL

During the year under review the following allotment were made by the Company

a) Allotment of 14803960 equity shares upon conversion of equity warrants

On May 19 2020 the Company allotted 14803960 equity shares to M/s. Future CouponsPrivate Limited (f.k.a. Future Coupons Limited) (FCPL) a Promoter Group entity onpreferential basis upon conversion of balance equity warrants.

The Company has originally allotted 39603960 equity warrants on April 23 2019 at aprice of Rs.505/- per warrant each convertible into or exchangeable for One (1) equityshare of face value of Rs.2/- each at a premium of Rs.503/- per share to FCPL onpreferential basis and in terms of applicable provisions as prescribed under theSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2018 ("SEBI ICDR Regulations") for allotment of the equitywarrants.

Further on January 04 2020 FCPL exercised their rights and partially converted24800000 equity warrants into equal no. of equity shares of the Company and balance no.of equity warrants i.e. 14803960 were converted during the year under review.

b) Allotment of 81680 equity shares pursuant to FRL ESOP - 2016

On September 04 2020 the Company allotted 81680 Equity Shares of Rs.2/- each toeligible employees of upon exercise of the vested options granted to the said employeesunder Future Retail Limited Employee Stock Option Plan - 2016 (FRL ESOP - 2016). None ofthe employee is in receipt of Equity Shares exceeding 1% of Equity Share capital of theCompany against the vested options exercised by them.

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

DIVIDEND & RESERVES

While considering the Company's dividend distribution policy the uncertainties createdby COVID-19 and in view of Loss during the year under review the Board has notrecommended any dividend for the financial year ended March 31 2021. Further no amountis proposed to be transfer to General Reserve.

INVESTMENTS & DIVESTMENTS

During the year under review the Company has not made any investment / divestment.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the year under review andaccordingly no amount on account of principal or interest on deposits from public and/orMembers were outstanding as at March 31 2021.

DEBENTURES

During the year under review and on June 01 2020 the Company raised funds amountingto Rs.200 crore by issue of Secured Rated Listed Redeemable Non-Convertible Debentures("NCDs") under Series II on private placement. The said NCDs are listed on theWholesale Debt Market (WDM) segment of BSE effective June 05 2020.

USD DENOMINATED NOTES AND OVERSEAS LISTING

During last year of 2019-20 the Company had raised funds amounting to US$ 500 millionby issue of Senior Secured Notes due 2025 ("USD Notes"). The said USD Notes arelisted on Singapore Stock Exchange ("SGX") effective January 23 2020.

CORPORATE GOVERNANCE

The Company's Corporate Governance Report for the year under review forms part of thisAnnual Report. A certificate from the Statutory Auditors regarding the compliance with theconditions of the Corporate Governance as stipulated under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "SEBI Listing Regulations") is annexed to CorporateGovernance 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

As required under Regulation 34 read with Schedule V of SEBI Listing Regulations aManagement Discussion and Analysis report 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.

The Board on the recommendation of the Audit Committee proposed to re-appoint M/s. NGS& Co. LLP Chartered Accountants for the second term of 1 (One) year from theconclusion of Fourteenth Annual General Meeting till conclusion of the Fifteenth AnnualGeneral Meeting of the Company.

Statutory Auditors have given their confirmation that their appointment as StatutoryAuditors of the Company if made shall be in compliance with the provisions of Sections139 and 141 of the Act and related rules thereto.

Auditors' Report

The Auditors' Report on the financial statements for the financial year ended March 312021 is issued with unmodified opinion and does not contain any qualificationsreservations or adverse remarks.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and related rules thereto Ms. BinduDarshan Shah (Membership No. A-20066 / CP No. 7378) Proprietor : K Bindu &Associates Practicing Company Secretaries was appointed as Secretarial Auditor to conductthe Secretarial Audit of the Company for the financial year 2020-21.

The Secretarial Audit Report for the financial year 2020-21 is appended as Annexure -I which forms part of this Report and doesn't contain any qualifications reservations oradverse remarks.

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee any instances of fraud committed against theCompany by its officers or employees the details of which would need to be mentioned inthe Board's Report.

POLICIES & DISCLOSURE REQUIREMENTS

As required under SEBI Listing Regulations and provisions of the Act followingpolicies were already made available on its website at https://www.futureretail.in/investors/Policies.html

• Details of programs for familiarization of Independent Directors with theCompany;

• Policy for determining material subsidiaries of the Company;

• Policy for determining Materiality of Events of the Company;

• Policy for archival of documents of the Company;

• Policy on dealing with related party transactions;

• Remuneration Policy;

• Dividend Distribution Policy (appended as annexure - II which forms part ofthis Report);

The Code of Conduct for the Board of Directors and Senior Management Personnel of theCompany is available at https://www.futureretail.in/investors/corporate-governance-standards.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)

Post March 31 2021 and based on the recommendation of Nomination and RemunerationCommittee ("NRC") performance evaluation was carried out and subject to theapproval of the Shareholders of the Company the Board of Directors approved the following:

• Re-appointment of Ms. Gagan Singh (DIN 01097014) Independent Director of theCompany for a second term of 1 (One) year effective April 30 2021.

• Re-appointment of Mr. Ravindra Dhariwal (DIN 00003922) Independent Director ofthe Company for a second term of 5 (Five) years effective April 30 2021.

Members may also note the following changes in Board structure:

• Mr. Shailendra Bhandari (DIN: 00317334) ceased to be Independent Director ofthe Company effective April 30 2021 upon completion of his term.

• Ms. Sridevi Badiga (DIN: 02362997) resigned as Independent Director effectiveJune 01 2021.

• Mr. Jacob Mathew (DIN: 00080144) was appointed as Additional (Independent)Director for a term of 5 (Five) years effective July 27 2021 subject to the approval ofShareholders at the general meeting.

The Board placed on record its appreciation for the valuable contribution and supportmade by Mr. Shailendra Bhandari and Ms. Sridevi Badiga during their respective tenure asIndependent Director of the Company.

In terms of Section 152 of the Act Mr. Rakesh Biyani who is liable to retire byrotation at the ensuing AGM and being eligible offers himself for re-appointment. TheCompany has received necessary disclosure and confirmation from him in connection with hisre-appointment.

The Company has also received necessary declarations / disclosures from the directorsseeking appointment / re-appointment. Additional information as required pursuantapplicable provisions of SEBI Listing Regulations and Secretarial Standards in respect ofthe Directors seeking appointment / re-appointment at the forthcoming AGM are given inthe Notice convening the ensuing AGM.

Members may note that the Company is in receipt of required declarations fromIndependent Directors confirming that each of them meet the required criteria ofindependence as provided in Section 149(6) of the Act (alongwith related rules thereto)while read with applicable provisions of Regulation 16 of SEBI Listing Regulations. Theyhave also confirmed that they are not aware of any circumstance or situation which existor may be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence andthat they are independent of the Management.

The Company has also received necessary details from Independent Directors inconnection with their enrolment in the Data Bank created by Ministry of Corporate Affairs.

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 10 (Ten) 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 policy/ies 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.34.80 crore and its net loss stood at Rs.3.92 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.12.82 crore and its net loss stood at Rs.2.27 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.9.20 croreand its net profit stood at Rs.13.99 crore.

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

Future 7-India is incorporated mainly with object to operate develop maintain and runconvenience stores and commercial establishments of similar nature. Pandemic has affectedthe retail business in India and in view of this Future 7-India didn't opened any storesas on March 31 2021. During the year under review there was no income from operationsand incurred a net loss of Rs.17.30 crore.

Future Retail LLC ("FRLLC")

FRLLC a joint venture was incorporated in Oman to operate "fbb" brand fashionoutlets in Oman and across other member states of GCC. In view of pandemic faced by allretailers across various places and considering very limited growth opportunities theBoard of FRLLLC had decided to voluntarily liquidate the entire operations and entity aspermitted under local laws of Oman. As on year end the FRLLLC is in process of voluntaryliquidation.

INDIAN ACCOUNTING STANDARD (IND AS)

The financial statement for the year 2020-21 have been prepared in accordance with INDAS prescribed under Section 133 of the Act read with the relevant rules issuedthereunder and the other recognised accounting practices and policies to the extentapplicable.

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 forms 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 theChairman and the Directors individually.

Based on guidance note and process set by 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 wereinter-alia evaluated on various parameters like - level of engagement contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was alsocarried out by the entire Board except 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 and suggestionsmade by them were noted by the Board.

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 remuneration 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 Risk Management Committee is working to monitor and review risk managementassessment and minimisation procedures and to develop implement and monitor the riskmanagement plan and identify review and mitigate all elements of risks which the Companymay be exposed to.

The major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The Audit Committee and the Board alsoperiodically reviews the risk management assessment 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 2021with 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 the nameof "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 offering 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 policy on prevention of sexual harassment at workplace andpolicy aims at prevention of harassment of employees as well as contractors and also laysdown the guidelines for identification reporting and prevention of sexual harassment. TheCompany has complied with the provisions relating to Internal Complaints Committee("ICC"). Further ICC is responsible for redressal of complaints related tosexual harassment and follows the guidelines as provided in the policy. ICC conductstraining workshop mainly focusing on investigation skills basic counselling skills likelistening paraphrasing and dealing with biases through various kind of case studies roleplays activities based on real life examples role of ICC critical attitudes of an ICCmember 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 necessary disclosures as required in above mentioned Rules in prescribed form isannexed as Annexure - IV to this Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantee and investment by the Company which are covered under theprovisions of Section 186 of the Act is provided in Notes forming part of financialstatement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review related party transactions entered into by the Companywith related parties as defined under the Act and SEBI Listing Regulations were reviewed /approved by the Audit Committee and were entered into in the ordinary course of businessand on an arm's length basis. There were no materially significant transactions enteredinto with the related parties that may have potential conflict with the interests of theCompany at large.

Omnibus approval is obtained for the transactions which are foreseen and repetitive innature with related parties.

A statement of all such related party transactions was presented before the AuditCommittee on periodic and need basis for its review and approval.

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 which formspart 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. i n the preparation of the annual accounts for the financial year ended March 312021 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 loss ofthe Company for the year ended March 31 2021;

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 2021on a going concern basis;

v. t hey 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

As on March 312021 the Audit Committee of the Company comprised of three IndependentDirectors and Managing Director as its members. Ms. Gagan Singh Independent Directoracting as Chairperson of the Committee. Other Members include Mr. Ravindra Dhariwal Ms.Sridevi Badiga and Mr. Rakesh Biyani. During the year under review there were noinstances where the Board did not accept the recommendations of the Audit Committee.

Consequent to resignation of Ms. Sridevi Badiga as Independent Director effective June01 2021 she also ceased to be member of the Audit Committee. The Board had appointed Mr.Jacob Mathew as an Independent Director effective July 27 2021 and also as Member of theAudit Committee. As on date of this Report the details of members of the Audit Committeeis as follows:

Name Category Designation held in the Audit Committee
Ms. Gagan Singh Independent Director Chairperson
Mr. Ravindra Dhariwal Independent Director Member
Mr. Jacob Mathew Independent Director Member
Mr. Rakesh Biyani Managing Director Member

The composition of the Audit Committee is in compliance with the applicable provisionsof the Act and SEBI Listing Regulations. The terms of reference powers and roles of theCommittee are provided in the Corporate Governance Report forming part this AnnualReport.

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 in Annexure - VI whichforms 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 is being sentto the Members of the Company excluding the aforesaid information. 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 - vil which forms partof this Report.

ANNUAL RETURN

In accordance with provisions of the Act a copy of the Annual Return for the financialyear ended March 312021 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.

GENERAL DISCLOSURES

Your Directors state that:

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

• Except as disclosed in this Report there were no other 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;

• There were no events relating to non-exercising of voting rights in respect ofshares purchased directly by employees under a scheme pursuant to Section 67(3) of the Actread with Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014;

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

• Maintenance of cost records and requirement of cost audit as prescribed underthe provisions of Section 148(1) of the Act are not applicable for the business activitiescarried 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 even during unforeseen pandemic whoseefforts hard work and dedication has enabled the Company to achieve all recognitionsduring the year.

for and on behalf of the Board of directors
Place: Mumbai Kishore Biyani
Date : July 29 2021 Chairman

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