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Indian Terrain Fashions Ltd.

BSE: 533329 Sector: Industrials
NSE: INDTERRAIN ISIN Code: INE611L01021
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OPEN 41.90
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VOLUME 30681
52-Week high 52.35
52-Week low 26.60
P/E
Mkt Cap.(Rs cr) 165
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indian Terrain Fashions Ltd. (INDTERRAIN) - Director Report

Company director report

Dear Members

The Directors hereby present the 11th Annual Report of the Company togetherwith the Audited Financial statements of the Company for the financial year ended 31stMarch 2020.

FINANCIAL SUMMARY / HIGHLIGHTS ( Rs. In Crores)

Particulars

For the Year ended

31st March 2020 31st March 2019
Revenue 369.66 422.37
EBITDA 31.91 53.81
Finance costs 20.62 8.46
Depreciation 22.79 5.54
Earnings before tax (11.50) 39.81
Current tax - 13.89
Deferred tax (1.16) 0.21
(Excess)/short fall of previous year - -
Net profit/(Loss) (10.34) 25.71
Other comprehensive income for the year - (0.06)
Total comprehensive income for the year (10.34) 25.65
Earnings per Share (in Rs.) Basic (2.72) 6.78
Diluted (2.72) 6.78

OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS

The Company's revenue from operations for the FY 2020 was Rs.369.66 Crores as againstRs.422.37 Crores in the previous year. The operating margin was at 7.59% as against 12.03%in the previous year. The Gross EBITDA margin and other income was at 8.63% as against12.74% in the previous year. The earnings before taxes for the year was - 3.11% and stoodat Rs.(11.50) Crores and net loss was at Rs.(10.34) Crores. The total comprehensiveincome/loss was at Rs.(10.34) Crores as against Rs. 25.65 Crores in the previous year.

To avoid repetition of information a detailed discussion on the performance of theCompany is given in the Management Discussion and Analysis Report which forms part of thisBoard's report.

Impact of COVID-19 Pandemic :

In March 2020 the World Health Organization (WHO) declared COVID-19 as a globalpandemic. Consequently the Government of India declared nation-wide lockdown on 25thMarch 2020 which impacted the business operations of the Company. The Company had shutdown its warehouse and stores operation activities across its locations impacting thebusiness and regular operations of the Company. The Company had taken and shall continueto take various steps to protect its customers and employees from the pandemic. TheCompany has assessed the impact of this pandemic on its business operations and hasconsidered all relevant internal and external information available up to the date ofapproval of these financial results in determination of the recoverability and carryingvalue of certain assets other intangible assets and in relation to other financialstatement captions. The impact of COVID-19 pandemic on the overall economic environmentbeing uncertain may affect the underlying assumptions and estimates. As the situation isunprecedented while the lockdown is gradually lifting the Company is closely monitoringthe situation as it evolves in the future. The Company has resumed its business activitiesby reopening its warehouse and retail stores gradually in line with guideline issued bythe State and Central Government authorities.

FINANCE AND ACCOUNTS

The financial statements are prepared in accordance with Indian Accounting Standards(IND AS) as required under the notification issued by the Ministry of Corporate Affairs(MCA) in the Official Gazette dated 16th February 2015.

CHANGES TO SHARE CAPITAL

During the year under review there were no changes to the share capital of theCompany.

DIVIDEND

The Board of Directors with a view to conserve financial resources have not recommendedany dividend for the financial year ended 31st March 2020. Also during theyear there were no unclaimed dividends which had to be transferred to IEPF by theCompany.

TRANSFER TO RESERVES

The Reserve at the end of the year 31st March 2020 is at Rs. 208.53 Croresas against Rs.222.09 Crores in the Previous Year.

DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT 2013

The disclosure with regard to voting rights not exercised directly by the employees ofthe Company as required under Section 67(3)(c) of Companies Act 2013 read with rule 16(4)of Companies (Share Capital and Debentures) Rules 2014 is not applicable to the Company.

DEPOSITS

The Company has not accepted any deposits within the ambit of Section 73 of CompaniesAct 2013 read with Companies (Acceptance of Deposits) Rules 2014.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act 2013 and Regulation34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCash flow statement for the financial year ended 31st March 2020 forms part ofthis annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties during the financial year were in theordinary course of business and at Arm's length basis. The details of such transactionsare disclosed in the notes to the accounts. The Company has framed a policy on RelatedParty Transactions which was amended with effect from 01st April 2019 and thesame is available in the Company's website www.indianterrain.com.www.indianterrain.com.

The details of related party transactions pursuant to Section 134(3)(h) of CompaniesAct 2013 is disclosed in Form No. AOC-2 as ANNEXURE-II

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis which formspart of this report are set out separately along with the Certificate from the Auditors ofthe Company regarding compliance of conditions of Corporate Governance and Certificatefrom a Company Secretary in practice that none of the directors on the Board of theCompany have been debarred or disqualified from being appointed or continuing as directorsof companies by the Board/Ministry of Corporate Affairs or any such statutory authority asstipulated in Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed a Code of Conduct for the Board of directors and SeniorManagement personnel of the Company which was amended with effect from 01stApril 2019. The Code of Conduct is available on the Company's website www.indianterrain.com. The Board of Directors and senior management personnel have affirmedcompliance with the Code of conduct as on 31st March 2020.

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a declaration from Mr. Charath Ram NarsimhanManaging Director and Chief Executive Officer of the Company to this effect is annexed tothe report on corporate governance which forms part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 and Schedule VII of the CompaniesAct 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended the Board of Directors have adopted a policy on CSR as recommended by the CSRcommittee duly constituted and the said policy is available on the Company's websitewww.indianterrain.com.

The composition and terms of reference of the CSR Committee is detailed in theCorporate Governance report forming part of this annual report. An update on the policy onCorporate Social Responsibility and activities of the Company is provided in ANNEXURE-Vannexed to this annual report.

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated awhistle blower mechanism which was amended with effect from 01st April 2019.This mechanism inter alia includes the following:

(a) the Directors and employees to report their genuine concerns about unethicalbehaviour actual or suspected fraud or violation of the company's code of conduct;

(b) providing adequate safeguards against victimization;

(c) providing direct access to the higher levels of supervisors and/or to the Chairmanof the Audit Committee in appropriate or exceptional cases.

The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. TheWhistle Blower Policy covering all employees and directors is available in the Company'swebsite www.indianterrain.com.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year ended 31st March 2020 there were no pendingoptions to be vested or exercised.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

RESIGNATION OF MR. P.S. RAMAN AS DIRECTOR OF THE COMPANY

Mr. P.S. Raman resigned from the Board as Director with effect from 07thNovember 2019 due to his professional preoccupation. Mr. P.S. Raman confirmed that thereare no other material reasons other than said reason.

APPOINTMENT OF MR. VIDYUTH VENKATESH RAJAGOPAL AS JOINT MANAGING DIRECTOR OF THECOMPANY

Mr. Vidyuth Venkatesh Rajagopal (DIN: 07578471) was appointed as an Additional Directorof the Company by the Board of Directors with effect from 25th June 2020 asrecommended by the Nomination and Remuneration Committee and Audit Committee. Further hewas also designated as the Joint Managing Director of the Company and to hold office for aperiod of 5 (five) years with effect from 25th June 2020 subject to theapproval of the members of the Company.

CHIEF FINANCIAL OFFICER

Mr. S. Ramachandaran was appointed by the Board of Directors as the Chief FinancialOfficer (Key Managerial Personnel) of the Company with effect from 25th June2020 as recommended by the Audit Committee and the Nomination and Remuneration Committeein accordance with Section 203 of Companies Act 2013 in place of Mr. N. Nandakumar whohas resigned w.e.f. 10th February 2020.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Ravi B.S.G is the Company Secretary and Compliance Officer (Key ManagerialPersonnel) of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from the Independent Directors of the Companyconfirming that they continue to meet with the criteria of Independence as prescribedunder Section 149(6) of the Companies Act 2013 Regulation 25 and 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Independent Director have affirmed compliance with the Code of Conduct for theBoard of Directors and Senior Management personnel of the Company as on 31stMarch 2020.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules 2014 as amended an extract of theAnnual Return in the prescribed Form MGT-9 is annexed as ANNEXURE- III. The annual returnforming part of the Annual Report of the Company is available in the Company's websitewww.indianterrain.com.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met 5 (five) times for year ended 31st March 2020 on20th May 2019 13th August 2019 11th November 201909th January 2020 and 10th February 2020. The gap between theBoard meetings were within the period prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The particulars of meeting of all Committees held during the financial year ended 31stMarch 2020 are disclosed in the Corporate Governance report forming part of this annualreport.

AUDIT COMMITTEE

Pursuant to Section 177(8) of Companies Act 2013 the particulars relating to thecomposition and all other details about Audit Committee have been detailed in theCorporate Governance Report forming part of this annual report. During the year all therecommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE POLICY

Pursuant to the amendments to the provisions of Section 178(4) of Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theNomination and remuneration committee policy was amended with effect from 01stApril 2019. The salient features of the Nomination and remuneration committee policy ofthe Company is as stated hereunder. The Remuneration policy of the Company has beenstructured to match the market trends of the industry qualifications and experience ofthe employee and responsibilities handled by them.

The Policy inter alia provides for the following:

a) attract recruit and retain good and exceptional talent;

b) list down the criteria for determining the qualifications positive attributes andindependence of the directors of the Company;

c) ensure that the remuneration of the directors key managerial personnel and otheremployees is performance driven motivates them recognises their merits and achievementsand promotes excellence in their performance;

d) motivate such personnel to align their individual interests with the interests ofthe Company and further the interests of its stakeholders;

e) ensure a transparent nomination process for directors with the diversity of thoughtexperience knowledge perspective and gender in the Board; and

f) fulfill the Company's objectives and goals including in relation to good corporategovernance transparency and sustained long term value creation for its stakeholders.

Particulars pertaining to the constitution of the Nomination and remuneration Committeeand its terms of reference have been detailed in the Corporate Governance report formingpart of this annual report.

The Nomination and Remuneration Committee Policy is available in the Company's websitei.e. www.indianterrain.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provision ofsection 186 of the Companies Act 2013. The details of the investments made by the Companyare given in the notes to the financial statements forming part of this annual report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board had carried out an annual evaluationof the Board as a whole various Committees Directors individually and the Chairman.Performance of the Board and Board committees were evaluated on various parameters such asstructure composition quality diversity experiences competencies performance ofspecific duties and obligations conduct of meetings quality of decision making andoverall board effectiveness.

The performance of the individual directors was evaluated on parameters such asmeeting attendance participation and contribution responsibility towards stakeholdersand independent judgment. The Chairman and Managing Director was evaluated on certainadditional parameters such as performance of the Company leadership relationshipscommunication growth recognition achievements and awards received by the Company.

The statement including the manner in which the evaluation exercise was conducted theobservations of the Board and the proposed action to be taken based on the observation ofthe Board is included in the Corporate Governance report forming part of this annualreport.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES2014

Change in nature of business if any: NIL

Name of Companies which have become or ceased to be its subsidiaries Joint Ventures orassociate companies during the year: Not Applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any orders / notices from the regulators/ courts/tribunals impacting the going concern status and future operations of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate internal financial controls with reference to financialstatements which commensurate with the size scale and complexity of its operations. Tomaintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit Committee Chairman of the Board and Managing Director. The InternalAuditor monitors and evaluates the efficacy and adequacy of internal financial controls inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company. Based on the report of internal audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. A report of auditors pursuant to Section 143(3)(i) of the Companies Act 2013certifying the adequacy of internal financial controls with reference to financialstatements is annexed with the Auditors report.

During the year ended 31st March 2020 such controls were tested and noreportable material weaknesses in the design or operation were observed. The Company hasput in place adequate internal financial controls with reference to financial statements.The Audit Committee and Board of Directors of the Company were appraised on theperformance of the internal financial controls.

MAINTENANCE OF COST RECORDS

The Central Government has not specified maintenance of cost records under sub-section(1) of Section 148 of the Act in respect of the Company's product segment.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act 2013 the Company has framed RiskManagement Policy which lays down the framework to define assess monitor and mitigatethe business operational financial and other risks associated with the business of theCompany. During the year under review the Company has not identified any element of riskwhich may threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarisation programmefor the Independent Directors to familiarise them with their role rights andresponsibilities the working of the Company nature of the Industry in which the Companyoperates business model etc. The details of the familiarisation programme are explainedin the Corporate Governance report and also available on the Company's websitewww.indianterrain.com.

AUDITORS

STATUTORY AUDITORS

M/s. SRSV & Associates Chartered Accountants Chennai are the Statutory Auditorsof the Company. The Statutory Auditors were appointed in the 10th AnnualGeneral Meeting of the Company to hold the office till the conclusion of the 15thAnnual General Meeting.

The financial statements of the Company including its Balance Sheet Statement ofProfit and Loss Cash Flow Statement notes and Schedules to the accounts for thefinancial year ended 31st March 2020 have been audited by M/s. SRSV &Associates Chartered Accountants. The Statutory Auditors' Report does not contain anyqualification reservation or adverse remark on the financial Statements of the Company.The Independent Auditors' Report is enclosed with the financial statements in this annualreport.

SECRETARIAL AUDITOR

Pursuant to the Section 204(1) of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed M/s. BP & Associates Practicing Company Secretaries Chennaias the Secretarial Auditors of the Company for conducting the Secretarial Audit for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended 31stMarch 2020 does not contain any adverse remark qualification or reservation ordisclaimer which requires any explanation/comments of the Board. The Secretarial AuditReport is annexed as ANNEXURE - IV forming part of this Annual Report.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of the Companies(Accounts) Rules 2014 and all other applicable provisions (including any amendmentthereto) of the Companies Act 2013 and as recommended by the audit committee M/s. RVKS& Associates Chartered Accountants Chennai was re-appointed as the Internal Auditorsof the Company for the financial year 2019-20 by the Board.

The audit conducted by the Internal Auditors is based on an internal audit plan whichis reviewed every quarter in consultation with the Audit Committee. These audits are basedon risk based methodology and inter alia involve the review of internal controls andgovernance processes adherence to management policies and review of statutorycompliances. The Internal Auditors share their findings on an ongoing basis during thefinancial year for corrective action. The Audit Committee oversees the functions of theInternal Auditors.

LISTING FEE

The Equity shares of the Company are listed on the stock exchanges viz. BSE Limited(BSE) and The National Stock Exchange of India Limited (NSE). The Company has paid theapplicable listing fees to the stock exchanges within the stipulated time.

PARTICULARS OF EMPLOYEES

The disclosure with respect to the remuneration of directors and employees pursuant toSection 197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as ANNEXURE-I to thisreport.

The statement containing such particulars of employees as required in terms of theprovisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of theAnnual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act2013 the reports and accounts as set out therein are being sent to all members of theCompany excluding the aforesaid information and the same is open for inspection at theregistered office of the Company during working hours upto the date of Annual GeneralMeeting and if any member is interested in obtaining such information may write to theCompany Secretary at the registered office of the Company in this regard.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended 31st March 2020 asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as ANNEXURE-VI which forms part of this AnnualReport.

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

The Company firmly provides a safe supportive and friendly workplace environment - aworkplace where our values come to life through the underlying behaviors. Positiveworkplace environment and a great employee experience are integral parts of our culture.

The Company has zero tolerance towards sexual harassment at work place. The Company hasin place a Policy on Prevention Prohibition and Redressal of Sexual Harassment andNon-discrimination at Work Place in line with the requirements of Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. All employees(permanent contractual temporary trainees) are covered under this policy.

An Internal Complaints Committee (ICC) had been set up to redress the complaintsreceived from women regarding sexual harassment and discrimination at workplace. Duringthe year ended 31st March 2020 ICC did not receive any complaint pertainingto sexual harassment/discrimination at various work locations.

DISCLOSURE REGARDING FRAUDS

The Statutory Auditors of the Company has stated that there was no material fraud bythe Company or on the Company by its officers or employees was noticed or reported duringthe course of our audit in their Independent Auditors Report which forms part of thisAnnual Report. Hence there is no requirement to report the same to Audit Committee orBoard of Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) and 134(5) of the Companies Act 2013 the directors onthe basis of information made available to them confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

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

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

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

f) the directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system are adequate and operating effectively;

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors external consultants including audit of internal financial controlsover financial reporting by the statutory auditors and the reviews performed by managementand the relevant board committees including the audit committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2019-20.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

A. Conservation of Energy:

Steps taken for conservation

The operations of the Company are not energy-intensive. However wherever possible the Company strives to curtail the consumption of energy on a continuing basis.

Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipment

B. Technology absorption:

Efforts made for technology absorption
Benefits derived
Expenditure on Research & Development if any
Details of technology imported if any
Year of import Not Applicable
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place if any

C. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned : Nil

Total Foreign exchange outgo : Rs. 44.07 Crores

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e. SS-1 for‘Meetings of the Board of Directors' and SS-2 for ‘General Meetings' which areprescribed by the Institute of Company Secretaries of India (ICSI) as per Companies Act2013.

PERSONNEL

The employee relations have been very cordial during the financial year ended 31stMarch 2020. The Board wishes to place on record its appreciation to all itsemployees for their sustained efforts and immense contribution to the high level ofperformance and growth of the business during the year. The management team of the Companycomprises of young passionate driven professionals committed to achieve the organizationalgoals.

ACKNOWLEDGEMENT

The directors place on record their high appreciation and contribution made everymember of the Indian Terrain family. The Board places on record its appreciation for thesupport and co-operation the Company has been receiving from its suppliers distributorsretailers business partners investors regulatory and government authorities.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2020 [Pursuant to Section92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Management andAdministration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS

i. CIN : L18101TN2009PLC073017
ii. Registration Date : 29th September 2009
iii. Name of the Company : INDIAN TERRAIN FASHIONS LIMITED
iv. Category / Sub-Category of the Company : Company Limited by shares/ Non-Govt Company
v. Address of the Registered office and contact details : 208 Velachery Tambaram Road Narayanapuram Pallikaranai Chennai – 600 100 Phone: 044-42279100 E-mail: response.itfl@indianterrain.com Website: www.indianterrain.com
vi. Whether listed company : Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any : Link Intime India Private Limited C-101 247 Park L.B.S. Marg Vikhroli (west) Mumbai-400 083. Phone No: 022 49186000 Fax No: 022 49186060 E-mail: ishwar.suvarna@linkintime.co.in Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:

S. No. Name and Description of main products/services NIC Code of the Product/Service % to total turnover of the Company
1 Apparels 141-Manufacturing of Wearing Apparels 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and address of the company CIN/GLN Holding/Subsidiary/Associate % of shares held Applicable section
NOT APPLICABLE

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

a) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Shareholding of Promoter and Promoter Group
1) Indian
Individuals / Hindu Undivided Family 11136100 0 11136100 29.35 11416100 0 11416100 30.09 0.74
Central Government / State Government(s) 0 0 0 0 0 0 0 0 0
Financial Institutions / Banks 0 0 0 0 0 0 0 0 0
Any Other (Specify)
Sub Total (A)(1) 11136100 0 11136100 29.35 11416100 0 11416100 30.09 0.74
2) Foreign
Individuals (Non-Resident Individuals / Foreign Individuals) 0 0 0 0 0 0 0 0 0
Government 0 0 0 0 0 0 0 0 0
Institutions 0 0 0 0 0 0 0 0 0
Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0
Any Other (Specify)
Sub Total (A)(2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2) 11136100 0 11136100 29.35 11416100 0 11416100 30.09 0.74
B. Public Shareholding
Institutions
Mutual Funds / UTI 8326768 0 8326768 21.95 7599767 0 7599767 20.03 -1.92
Venture Capital Funds 0 0 0 0 0 0 0 0 0
Alternate Investment Funds 2605832 0 2605832 6.87 2605832 0 2605832 6.87 0
Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
Foreign Portfolio Investor 5427755 0 5427755 14.31 4554447 0 4554447 12.00 -2.30
Financial Institutions / Banks 23247 0 23247 0.06 2619 0 2619 0.01 -0.05
Insurance Companies 0 0 0 0 0 0 0 0 0
Provident Funds/ Pension Funds 0 0 0 0 0 0 0 0 0
Any Other (Specify)
Sub Total (B)(1) 16383602 0 16383602 43.18 14762665 0 14762665 38.91 -4.27
Central Government/ State Government(s)/ President of India
Sub Total (B)(2) 0 0 0 0 0 0 0 0 0
Non-Institutions
Individuals
iii. Individual shareholders holding nominal share capital upto Rs. 1 lakh. 4439970 1425 4441395 11.71 4612400 1425 4613825 12.16 0.45
iv. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 2983895 0 2983895 7.86 2822579 0 2822579 7.44 -0.43
NBFCs registered with RBI 41910 0 41910 0.11 38738 0 38738 0.10 -0.01
Overseas Depositories(holding DRs) (balancing figure) 0 0 0 0 0 0 0 0 0
Any Other (Specify)
Hindu Undivided Family 211816 0 211816 0.56 191049 0 191049 0.50 -0.05
Foreign Companies 1245140 0 1245140 3.28 1245140 0 1245140 3.28 0
Non Resident Indians (Non Repat) 96218 0 96218 0.25 106495 0 106495 0.28 0.03
Non Resident Indians (Repat) 162654 0 162654 0.43 191201 0 191201 0.50 0.08
Office Bearers 5876 0 5876 0.02 4 0 4 0 -0.02
Clearing Member 27460 0 27460 0.07 45776 0 45776 0.12 0.05
Bodies Corporate 1205234 0 1205234 3.18 2507728 0 2507728 6.61 3.43
Sub Total (B)(3) 10420173 1425 10421598 27.47 11761110 1425 11762535 31.00 3.53
Total Public Shareholding(B)=(B)(1)+(B) (2)+(B)(3) 26803775 1425 26805200 70.65 26523775 1425 26525200 69.91 -0.74
Total (A)+(B) 37939875 1425 37941300 100 37939875 1425 37941300 100 0
Non Promoter - Non Public
(C1) Shares Underlying DRs
Custodian/DR Holder 0 0 0 0 0 0 0 0 0
(C2) Shares Held By Employee Trust
Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations 2014) 0 0 0 0 0 0 0 0 0
Total (A)+(B)+(C) 37939875 1425 37941300 100 37939875 1425 37941300 100 0.00

b) Shareholding of Promoters

SI No Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in Shareholding during the year
No. of shares % of total shares of the company % of Shares Pledged/ encumbered to total shares No. of shares % of total shares of the company % of Shares Pledged/ encumbered to total shares
1 Mrs. Rama Rajagopal 6252930 16.48 10.08 6532930 17.22 10.08 0.74
2 Mr. Venkatesh Rajagopal 4747115 12.51 10.08 4747115 12.51 10.08 0.00
3 Mr. Vidyuth Rajagopal 134995 0.36 0.00 134995 0.36 0.00 0.00
4 Mr. Rajagopalan K.A. 920 0.00 0.00 920 0.00 0.00 0.00
5 Mrs. Anjali Rajagopal 140 0.00 0.00 140 0.00 0.00 0.00
Total 11136100 29.35 20.15 11416100 30.09 20.15 0.74

(c) Change in Promoters' Shareholding

Sl. No. Shareholder's Name Shareholding at the beginning of the year Transactions during the year Cumulative Shareholding during the year
No. of Shares % of Total Shares of the Company Date of Increase/ decrease Reason for Increase/ decrease No of Shares No of Shares % of Total Shares of the Company
1 Mrs. Rama Rajagopal 6252930 16.48 6252930 16.48
05th July 2019 Purchase 280000 6532930 17.22
At the end of the year 6532930 17.22
2 Mr. Venkatesh Rajagopal 4747115 12.51 - No Change - 4747115 12.51
At the end of the year 4747115 12.51
3 Mr. Vidyuth Rajagopal 134995 0.36 - No Change - 134995 0.36
At the end of the year 134995 0.36
4 Mr. Rajagopalan K.A. 920 0.00 - No Change - 920 0.00
At the end of the year 920 0.00
5 Mrs. Anjali Rajagopal 140 0.00 - No Change - 140 0.00
At the end of the year 140 0.00

(d) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. Shareholder's Name Shareholding at the beginning of the year Transactions during the year Cumulative Shareholding during the year
No. of Shares % of Total Shares of the Company Date of Increase/ decrease Reason for Increase/ decrease No of Shares No of Shares % of Total Shares of the Company
1 SBI CONSUMPTION OPPORTUNITIES FUND 3701827 9.76 3701827 9.76
Transfer 29.11.2019 (1175369) 2526458 6.6
Transfer 06.12.2019 1175369 3701827 9.76
Transfer 10.01.2020 (5207) 3696620 9.74
Transfer 17.01.2020 (179041) 3517579 9.27
Transfer 24.01.2020 (3594) 3513985 9.26
Transfer 31.01.2020 (2029) 3511956 9.26
Transfer 07.02.2020 (2288) 3509668 9.25
AT THE END OF THE YEAR 3509668 9.25
2 RELIANCE CAPITAL TRUSTEE CO LTD-A/C 3739390 9.86 3739390 9.86
NIPPON INDIA SMALL CAP FUND
Transfer 26.07.2019 73 3739463 9.86
Transfer 27.09.2019 (106975) 3632488 9.57
Transfer 30.09.2019 (39764) 3592724 9.47
Transfer 18.10.2019 (984) 3591740 9.47
Transfer 08.11.2019 (1397) 3590343 9.46
Transfer 15.11.2019 (36322) 3554021 9.37
Transfer 22.11.2019 (212) 3553809 9.37
Transfer 29.11.2019 (129033) 3424776 9.03
Transfer 06.12.2019 (100) 3424676 9.03
Transfer 03.01.2020 (11028) 3413648 9.00
Transfer 07.02.2020 (31628) 3382020 8.91
Transfer 14.02.2020 (42439) 3339581 8.80
AT THE END OF THE YEAR 3339581 8.80
3 MALABAR INDIA FUND LIMITED 2893473 7.63 2893473 7.63
AT THE END OF THE YEAR 2893473 7.63
4 SUNDARAM ALTERNATIVE OPPORTUNITIES 1422731 3.75 1422731 3.75
FUND - NANO CAP SERIES I
AT THE END OF THE YEAR 1422731 3.75
5 NEW VERNON PRIVATE EQUITY LIMITED 1245140 3.28 1245140 3.28
AT THE END OF THE YEAR 1245140 3.28
6 EOS MULTI STRATEGY FUND LTD 940081 2.48 940081 2.48
Transfer 29.11.2019 (100000) 840081 2.21
AT THE END OF THE YEAR 752141 1.98
7 MALABAR VALUE FUND 709918 1.87 709918 1.87
AT THE END OF THE YEAR 709918 1.87
8 SUNDARAM MUTUAL FUND A/C SUNDARAM 681008 1.79 681008 1.79
SELECT MICRO CAP SERIES XIV
Transfer 29.11.2019 (2821) 678187 1.79
Transfer 13.12.2019 (1710) 676477 1.79
Transfer 06.03.2020 (1259) 675218 1.78
AT THE END OF THE YEAR 675218 1.78
9 Mr. AMITABH SURI 564742 1.49 564742 1.49
AT THE END OF THE YEAR 564742 1.49
10 LIMIAR FUND (MASTER) LP 747138 1.97 747138 1.97
Transfer 09.08.2019 (747138) 0 0
AT THE END OF THE YEAR 0 0

(e) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Shareholder's Name Shareholding at the beginning of the year Transactions during the year Cumulative Shareholding during the year
No. of Shares % of Total Shares of the Company Date of Increase/ decrease Reason for Increase/ decrease No. of Shares No. of Shares % of Total Shares of the Company
1 Mrs. Rama Rajagopal Wholetime Director 6252930 16.48 6252930 16.48
05.07.2019 Purchase 280000 6532930 17.22
At the end of the year 6532930 17.22
2 Mr. Venkatesh Rajagopal Chairman & Wholetime Director 4747115 12.51 - No Change - 4747115 12.51
At the end of the year 4747115 12.51
3 Mr. Charath Ram Narsimhan Managing Director & CEO 1382332 3.64 - 1382332 3.64
05.07.2019 Sale (280000) 1102332 2.91
27.09.2019 Sale (350191) 752141 1.98
At the end of the year - 752141 1.98

Key Managerial Personnel:

1 Mr. N. Nandakumar Chief Financial Officer (Resigned w.e.f 10th February 2020) 0 - - No Change - 0 -
At the end of the year - 0 -
2 Mr. Ravi B.S.G Company Secretary & Compliance officer 0 - 13.09.2019 Purchase 1 1 0.00
At the end of the year - 1 0.00

Note: The Independent Directors did not hold any shares inthe Company during thefinacial year ended 31st March 2020.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

( Rs. In Lakhs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal amount 3117 156 0 3273
ii. Interest due but not paid - - - -
iii. Interest accrued but not due - - - -
Total (i+ii+iii) 3117 156 0 3273
Change in Indebtedness during the financial year
Addition - - - -
Reduction 1069 29 0 1098
Net Change (1069) (29) - (1098)
Indebtedness at the end of the financial year
i. Principal amount 4153 127 0 4280
ii. Interest due but not paid - - - -
iii. Interest accrued but not due 33 - - 33
Total (i+ii+iii) 4186 127 0 4313

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager: ( Rs.inLakhs)

S. No. Particulars of Remuneration Name of MD/WTD/Manager
Mr. Venkatesh Rajagopal (Chairman & Whole Time Director) Mrs. Rama Rajagopal (Whole Time Director) Mr. Charath Ram Narsimhan (Managing Director & CEO) Total Amount
Gross Salary
1 Salary as per provisions contained in section 17(1) of the Income-tax Act1961 72.00 42.00 48.00 162.00
Value of Perquisites u/s 17(2) Income –tax Act1961 0.39 0.39 0.28 1.06
Profits in lieu of salary under section 17(3) Income-tax Act1961 Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
Commission
4 -as % of profit Nil Nil Nil Nil
-others specify
5 Others please specify Nil Nil Nil Nil
Total (A) 72.39 42.39 48.28 163.06
Ceiling as per the Act 10% of net profits

B. Remuneration to other directors:

S. No. Particulars of Remuneration

Name of Independent Directors

Total Amount (In Lakhs)
Mr. N.K. Ranganath Mr. P.S. Raman** Mr. Harsh Bahadur Mr. Manoj Mohanka Mr. K.S.Suresh
1 Fee for attending Board/ Committee Meetings* 3.85 0.00 2.45 3.30 3.50 13.10
Commission Nil Nil Nil Nil Nil Nil
Others Please specify Nil Nil Nil Nil Nil Nil
Total (1) 3.85 0.00 2.45 3.30 3.50 13.10

*Sitting fees is after TDS

** Resigned w.e.f 07th November 2019

S. No. Particulars of Remuneration Name of other Non-Executive Directors Total Amount
2 Fee for attending Board/Committee Meetings Nil Nil
Commission Nil Nil
Others Please specify Nil Nil
Total (2) Nil Nil
Total (B)=(1+2) 13.10 Lakhs
Total Managerial Remuneration 176.16 Lakhs
Overall Ceiling as per the Act 11% of net profits

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD ( Rs. inLakhs)

S. No. Particulars of Remuneration Key Managerial Personnel Mr. N. Nandakumar (Resigned w.e.f 10th Feb 2020) Mr. Ravi B.S.G Total
Gross Salary
1 Salary as per provisions contained in section 17(1) of the Income-tax Act1961 47.85 10.07 57.92
Value of Perquisites u/s 17(2) Income –tax Act1961 - - -
Profits in lieu of salary under section 17(3) Income-tax Act1961 - - -
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
Commission
4 -as % of profit Nil Nil Nil
-others Specify
5 Others please specify Nil Nil Nil
Total 47.85 10.07 57.92

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/Compounding fees imposed Authority (RD/NCLT/ COURT) Appeal made if any (give Details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

.