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Indian Terrain Fashions Ltd.

BSE: 533329 Sector: Industrials
NSE: INDTERRAIN ISIN Code: INE611L01021
BSE 16:01 | 21 Aug 132.90 0.10
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133.65

HIGH

134.05

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132.00

NSE 15:47 | 21 Aug 131.75 -1.25
(-0.94%)
OPEN

133.90

HIGH

133.90

LOW

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OPEN 133.65
PREVIOUS CLOSE 132.80
VOLUME 13654
52-Week high 252.55
52-Week low 127.00
P/E 19.60
Mkt Cap.(Rs cr) 504
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 133.65
CLOSE 132.80
VOLUME 13654
52-Week high 252.55
52-Week low 127.00
P/E 19.60
Mkt Cap.(Rs cr) 504
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 Shareholders

The Directors hereby present the Eighth Annual Report of the Company together with theAudited Financial statements of the Company for the financial year ended 31stMarch 2017.

OVERVIEW

India has become the fastest growing G20 economy with annual growth rates of 7.5%.Robust growth has been accompanied by a rapid decline in inflation and the current accountdeficit. The return to a normal monsoon in 2016 after two consecutive years of badweather is supporting a recovery in agricultural income and rural consumption. Thedemonetization although temporarily impacted the consumption and other macroeconomicparameters was a welcome move among the Organized industry setup. To sum up the overallbenefits of a positive macroeconomic situation helped propel the general businessenvironment in financial year 2016-17.

With this backdrop the Company recorded growth in revenues of 24% from the previousyear. The revenues stood at 1402.77 crs against Rs. 325.10 crs in financial year 2015- 16.The operating margins contracted by 90 bps and was at 11.7% against 12.6% in the previousyear. Profit before taxes for the year was up by 8.5% and stood at Rs. 40.14 crs and NetProfits after taxes was at Rs. 27.59 crs down by 16.4% from previous year's net profits ofRs. 33.02 crs.

A detailed discussion on the performance of the Company is given in the ManagementDiscussion and Analysis Report which forms part of this report.

CHANGES TO SHARE CAPITAL

During the year under review pursuant to exercise of options granted under EmployeeStock Option Scheme 2011 the Company has allotted 1230000 equity shares of Rs. 2/-each. Accordingly the Compan/s share capital increased by Rs. 24.60 lakhs and the paid upcapital stood at Rs. 7.59 crs as against Rs. 7.34 crs in the previous year. The details ofallotment are as follows.

Date of Allotment 30* May 2016 20* Jan 2017
Name of Allottees Mr. Amitabh Suri i) Mr. Amitabh Suri ii) Mr. Charath Ram Narsimhan
No. of Shares allotted 560000 equity shares of Rs. 2/- each i) 280000 equity shares of Rs. 2/- each to Mr. Amitabh Suri ii) 390000 equity shares of Rs. 2/- each to Mr. Charalfi Ram Narsimhan
Price Allotment at a Premium of Rs. 17.80/- per equity share. Total grant price being Rs. 19.80/- per equity share. Allotment at a Premium of Rs. 17.80/- per equity share. Total grant price being Rs. 19.80/- per equity share.

DIVIDEND

The Board of Directors with a view to conserve resources have not recommended anydividend for the year ended 31st March 2017.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to thereserves.

FINANCE AND ACCOUNTS

During the year under review the Company has repaid Term loan instalments of Rs. 2.25crs. The net term loans outstanding as at end of 31st March 2017 were Rs. 9.00crs. The Company has pre-closed the term loans in full during April 2017.

The financial statements are prepared in accordance with Indian GAAP as prescribedunder Companies Act 2013 read with the relevant rules issued thereunder.

The Ministry of Corporate Affairs (MCA) has notified the Indian Accounting Standards(IndAS) in the Official Gazette dated 16^ February 2015 applicable to different classesof Companies. The Indian Accounting Standards (IndAS) is applicable to the Company from 1stApril 2017 with transition date of 1 ** April 2016.

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.

DEPOSrTS

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 2017 forms part ofthis Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with the related parties during the financial year were in theordinary course of business and on Arm's length basis. The details of such transactionsare disclosed in the notes to accounts. The Company has framed a policy on Related PartyTransactions and the same is available in the Company's website 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 as separate Annexures together with the Certificate fromthe auditors of the Company regarding compliance of conditions of Corporate Governance asstipulated in Schedule V of 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. The Code of Conduct is available on the Company'swebsite www.indianterrain.com . All the Board of directors and senior management personnelhave affirmed compliance with the Code of conduct as on 31 - March 2017.

As required under Regulation 34(3) and Schedule V(D) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a declaration from Mr. Venkatesh RajagopalChairman and Managing director to this effect is annexed to the report on Corporategovernance 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 isdetailed in the Corporate Governance Report forming part of this Annual Report.

An update on the policy on Corporate Social Responsibility and activities of theCompany is provided in ANNEXURE-VI forming part of this Annual Report.

ESTABUSHMENT 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 for directors and employees to report concerns about unethicalbehavior actual or suspected frauds or violation of the Company's code of conduct andethics. The Audit Committee of the Board oversees the functioning of Whistle BlowerPolicy. The Whistle Blower Policy covering all employees and directors is available in theCompany's website www.indianterrain.com

EMPLOYEE STOCK OPTION PLAN (ESOP)

The Company has granted stock options as per the Employee Stock Option Plan 2011 inaccordance with SEBI ESOP guidelines. Pursuant to exercise of options granted by theemployees the board has allotted equity shares to its employees over the years.

During the financial year ended 31 ** March 2017 the Board of Directors at theirmeeting held on 30th May 2016 and 20th January 2017 has allotted560000 and 670000 equity shares respectively of face value of Rs. 2/- each to theeligible employees upon exercise of options granted to them. Pursuant to provisions ofSection 62(1 ){b) read with Rule 12(9) of the Companies (Share capital and Debentures)Rules 2014 and SEBI (Share Based Employee Benefits) Regulations 2014 the detailedparticulars of Employee Stock Option Plan 2011 are given in a separate statement asANNEXURE-III forming part of this Annual Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL RE-APPOINTMENT OF WHOLE TIME DIRECTOR

During the year ended 31st March 2017 Mrs. Rama Rajagopal (DIN: 00003565)was re-appointed as the Executive director of the Company by the Shareholders at the 7thAnnual General Meeting of the Company held on 30th September 2016 for a periodof 3 years with effect from 1* October 2016 as recommended by the Nomination andRemuneration Committee and approved by the Board of Directors of the Company at theirmeeting held on 1 * August 2016.

In accordance with the provision of Section 152 of the Companies Act 2013 Mrs. RamaRajagopal retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for reappointment. A brief resume nature of expertise details ofdirectorships held in other Companies of the director proposed to be re-appointed alongwith their shareholding in the Company as stipulated under Secretarial Standard 2 andRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is appended to the notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

COMPANY SECRETARY AND COMPUANCE OFFICER

Mr. Ravi B.S.G was appointed by the Board of directors as Company Secretary andCompliance Officer (Key Managerial Personnel) of the Company with effect from 28*November 2016 in accordance with Section 203 of Companies Act 2013 in place of Mr. J.Manikandan Company Secretary and Compliance Officer (Key Managerial Personnel) whoresigned from the services of the Company with effect from 30* October 2016.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all 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 and Regulation 25 & 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

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- IV.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

The Board of Directors met Six (6) times during the financial year ended 31 ** March2017 i.e. on 30* May 20161a August 201612* November 2016 28* November2016 20* January 2017 and 13* February 2017. The gap between the Board meetings werewithin the period prescribed under the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The particulars of meeting of allCommittees held during the financial year ended 31 * March 2017 are given in theCorporate Governance report forming part of this Annual Report.

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 provisions of Section 178(4) of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Nomination and remunerationcommittee policy of the Company as stated hereunder:

The Remuneration policy of the Company has been structured to match the market trendsof the industry qualifications and experience of the employee and responsibilitieshandled 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.

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 which forms 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 BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has 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 as structure composition quality diversity experiencescompetencies performance of specific duties and obligations quality of decision makingand overall board effectiveness.

The Performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution responsibility towards stakeholders andindependent judgment. The Chairman and Managing Director was evaluated on certainadditional parameters such as performance of the Company leadership relationshipscommunication recognition and awards received by the Company

The statement including the manner in which the evaluation exercise was conducted isincluded in the Corporate Governance Report which forms part of this Annual Report.

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 : NIL

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 regulator / courts / tribunalsimpacting the going concern status of future operations of the Company.

INTERNAL CONTROL AND SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system which commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board and tothe Chairman and Managing Director. The Internal Auditor monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and there by strengthen the controls. A report of Auditorspursuant to Section 143(3)(i) of the Companies Act 2013 certifying the adequacy ofInternal Financial Controls is annexed with the Auditors report.

The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed. Audit Committee and Board ofDirectors of the Company were appraised on the performance of the IFC.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POUCY

Pursuant to section 134(3)(n) of the Companies Ad 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. The Company has been addressing various risks impacting the Company in ManagementDiscussion and Analysis Report which forms part of this Annual Report.

During the year under review the Company has not identified any element of risk whichmay threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their role rights andresponsibility asd Directors the working of the Company nature of the Industry in whichthe Company operates business model etc. The details of the familiarization programmeare explained in the Corporate Governance Report and also available on the Company'swebsite www.indianterrain.com

AUDITORS

STATUTORY AUDITORS

M/s Anil Nair & Associates Chartered Accountants Chennai and M/s. CNGSN &Associates LLP Chartered Accountants Chennai are the Joint Statutory Auditors of theCompany.

They were appointed in the 5th Annual General Meeting of the Company and subject toratification of the shareholders at every Annual General Meeting. The Annual Accounts ofthe Company including its Balance Sheet Statement of Profit and Loss and Cash FlowStatement including the Notes and Schedules to the Accounts have been audited by M/s. AnilNair & Associates Chennai and M/s CNGSN & Associates LLP Chennai.

The Statutory Auditors' Report does not contain any qualification reservation oradverse remark on the financial Statements of the Company. The Independent Auditors'Report is enclosed with the financial statements in this Annual Report.

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 have appointed M/s. BP & Associates Practicing Company Secretaries Chennaias the Secretarial Auditors of the Company for conducting the Secretarial Audit for thefinancial year 2016-17. The Secretarial Audit Report for the Financial Year 2016-17 doesnot contain any adverse remark qualification or reservation or dedaimer which requiresany explanation / comments by the Board. The Secretarial

Audit Report is annexed as ANNEXURE-V which forms the 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) if any of the Companies Act 2013 and as recommended by the audit committee M/s.RVKS & Associates Chartered Accountants Chennai was appointed as the InternalAuditors of the Company for the Financial Year 2016-17.

The audit conducted by the Internal Auditors is based on an internal audit plan whichis reviewed each 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 work of InternalAuditors.

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

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) 5(2) and 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedas ANNEXURE-I.

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) has been set up to redress the complaintsreceived from women regarding sexual harassment and discrimination at workplace.

During the year ended 31st March 2017 the ICC did not receive anycomplaint pertaining to sexual harassment / discrimination at the work location.

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 2017 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 and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2016-17.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE A. Conservation ofEnergy:

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 equipments

B. Technology absorption:

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

 

C. Foreign Exchange Earning and Outgo:
a. Total Foreign exchange earned (FOB Value) : NIL
b. Total Foreign exchange outgo : Rs. 9.69 Crores

PERSONNEL

Employeerelationshavebeenverycordialduringthefinancialyearended31t>March2017.The Board wishes to place on record its appreciation to all the employees in the Companyfor their sustained efforts and immense contribution to the high level of performance andgrowth of the business during the year. The Management team of the Company comprises ofyoung passionate driven professionals committed to the organizational goals.

ACKNOWLEDGEMENT

The directors place on record their deep 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.

For and on Behalf of the Board
sd/-
Venkatesh Rajagopal
Place: Chennai Chairman & Managing Director
Dale: 26* May 2017 (DIN: 00003625)

PARTICULARS OF EMPLOYEES:

A. Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is as follows:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2016-17:

Name of Directors Designation Ratio to median remuneration
Mr. Venkatesh Rajagopal Chairman & Managing Director 26.63 : 1
Mrs. Rama Rajagopal Whole Time Director 21.51 : 1

b) Percentage increase in remuneration of each Director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year 2016-17:

Name Designation % increase in remuneration in financial year 2016-17
Mr. Venkatesh Rajagopal Chairman & Managing Director 24%
Mrs. Rama Rajagopal Whole Time Director NIL
Mr. M. Thiyagarajan Chief Financial Officer 12%
Mr. J. Manikandan {Resigned w.e.f 30^ Oct 2016) Company Secretary & Compliance Officer 15%
Mr. Ravi B.S.G (Appointed w.e.f 28th Nov 2016) Company Secretary & Compliance Officer NA

c) Percentage increase in the median remuneration of employees in the financial year2016-17: 16%

d) The number of permanent employees on the rolls of the Company: 637

e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration:

Average increase in remuneration is 11.55% lor Key Managerial Personnel (KMP) and12.77% (or employees other than Key Managerial Personnel.

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

B. Information as per Section 197(12) of the Companies Act 2013 read with Rule 5(2)& 5(3) The Companies (Appointment and remuneration of Managerial Personnel) Rules2014 forming part of the Directors' Report for the year ended 31* March 2017.

Name Designation Nature of Employment Remun eration (Rs. in Lakhs) Qualification & Experience Dale of Commencement of Employment Age Previous Employment Percentage of shares held by the Employee Whether he is a Relative of a Director / Manager
Mr. Charath Ram Narasimhan CEO Full Time *523.17 B. Tech (IIT) PGDBM (IIM) 20 years 7* Nov 2005 44 Madura garments 4.45% No
Mr. Venkatesh Rajagopal MD Full Time **133.92 M.A. I.P.S 39 years l"Oct 2010 60 Celebrity Fashions Limited 12.51% Yes
Mr. Amitabh Sun COO Full Time *984.82 PG (Apparel Marketing & Merchandising) - NIFT Chennai 17 years 26* Mar 2001 41 First employment with Indian Terrain 2.63% No

 

*On earned CTC basis including perquisites value on ESOP and others. For and on behalf of the Board
** Managerial remuneration including commission on variable basis and perquisites. sd/-
Venkatesh Rajagopal
Date : 26* May 2017 Chairman and Managing Director
Place: Chennai (DIN: 00003625)

FORM NO. AOC -2

[Pursuant to clause (h) of sub-section (3) of section 134 of Hie Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis.

S. No. Particulars Details
a) Name (s) of the related party & nature of relationship

NIL

b) Nature of contrads/arrangements/transactions
c) Duration of the contracts/arrangements/transadions
d) Salient terms of the contracts or arrangements or transadions including the value if any
e) Justification for entering into such contracts or arrangements or transadions
f) Date(s) of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in general meeting as required under first proviso to sedion 188

2. Details of material contracts or arrangements or transactions at arm's length basis.

S. No. Particulars Details
1 Name (s) of the related party Celebrity Fashions Limited
2 Nature of Relationship Mr. Venkatesh Rajagopal & Mrs. Rama Rajagopal Directors of Indian Terrain Fashions Limited are also the Directors in Celebrity Fashions Limited
3 Nature of contracts/ arrangements/ transactions Job work charges purchase of raw materials Washing charges FOB sales and purchase of license scrips and lease rentals
4 Duration of the contracts/ arrangements/ transactions Not Applicable
5 Salient terms of the contracts or arrangements or transactions including the value if any Upto Maximum of Rs. 40 Crores in any financial year
6 Date of approval by the Board 1341 November 2014
7 Amount paid as advances if any NIL

 

For and on behalf of the Board
sd/-
Venkatesh Rajagopal
Date: 26* May 2017 Chairman and Managing Director
Place: Chennai (DIN: 00003625)

DISCLOSURE WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEME PURSUANT TO SECTION 62(1)(B) OFCOMPANIES ACT 2013 READ WITH RULE 12(9) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES)RULES 2014 AND SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS 2014

EMPLOYEE STOCK OPTION 2011

During the Financial Year 2011 -12 the Company had formulated an Employee Stock OptionScheme in accordance with the provision of (Employee Slock Option Scheme and EmployeeStock Purchase Scheme Guidelines 1999)

SI. No. Particulars ESOP-2011
1 Date of shareholders' approval 30* September 2011
2 Total number of options approved under the Scheme 1116000 options
3 Vesting requirements Options granted under ESOP 2011 would vest not earlier than one year and not later than six years from the date of Grant of such Options. Vesting of Options would be subject to continued employment with the Company.
4 Exercise price or pricing formula Rs. 19.80/- per option
5 Maximum term of options granted 6 years
6 Source of shares Secondary
7 Variation in terms of options NIL
8 Method used to account for ESOS NIL
9 Difference between the employee compensation cost based on intrinsic value of the stock and the fair value for the year and its impact on the profits and on EPS of the Company NIL
10 Options movement during the year
Number of Options outstanding at the beginning of the year 1230000 options
Number of Options granted during the year NIL
Number of options forfeited / lapsed during the year NIL
Number of Options vested during the year 1230000 options
Number of Options exercised during the year i) On 30th May 2016 Mr. Amitabh Suri- 560000 options ii) On 20* January 2017 Mr. Amitabh Suri - 280000 options Mr. Charath Ram Narsimhan - 390000 options Total No of oplion exercised during the year 1230000 options
Number of shares arising as result of exercise of options 1230000 Shares
Money realised by exercise of options Rs. 24354000/- (1230000 Shares @ Rs. 19.80/- each)
Loan repaid by the Trust during the year from exercise price received Not Applicable
Number of options outstanding at the end of the year NIL
Number of options exercisable at the end of the year NIL
11 weighted-average exercise price NA
weighted-average fair value NA
12 Employee wise details
Senior Managerial Personnel 1116000 options (detailed below before sub division)
Any other employees who receives a grant of options in any one year of option amounting to 5% or more of options granted during the year 1116000 options (detailed below before sub division)
Identified employees who were granted option during any one year equal to or exceeding 1 % of the issued capital of the Company at the time of grant Mr. Charath Ram Narsimhan Mr. Amitabh Suri Mr. S. Surya Narayanan
13 A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information NA
a) i) Weighted-average values of share price NA
ii) Weighted-average exercise price NA
iii) expected volatility NA
iv) expected option life NA
v) expected dividends NA
vi) the risk-free interest rate and any other inputs to the model NA
b) the method used and the assumptions made to incorporate the effects of NA
expected early exercise
c) how expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility NA
d) whether and how any other features of the option grant were incorporated into the measurement of fair value such as a market condition NA

i). SHARES GRANTED TO SENIOR MANAGEMENT

Employee Name Total Options* Growth Options Thank you Options %of Issued Capital
Charath Ram Narsimhan 500000 390000 110000 9%
Amitabh Suri 335000 280000 55000 6%
S. Surya Narayanan 225000 170000 55000 4%
John Dulip kumar 56000 46000 10000 1%
Total 1116000 886000 230000 20%

The above options were granted before Sub Division.

*56000 options granted to Mr. John Dulip Kumar stands cancelled subsequent to hisresignation in the financial year 2011 -12.

*197500 options granted to Mr. S. Surya Narayanan stands cancelled subsequent to hisresignation in the financial year 2012-13. *156000 Growth options granted to Mr CharathNarsimhan stands lapsed due to performance parameter.

*112000 Growth options granted to Mr Amitabh Sun stands lapsed due to performanceparameter

ii) EMPLOYEES RECEIVING IN EXCESS OF 5% UNDER ESOP

Employee Name Total Options* Growth Options Thank you Options %
Charath Narsimhan 500000 390000 110000 45%
Amitabh Suri 335000 280000 55000 30%
S. Surya Narayanan 225000 170000 55000 20%
John Dulip kumar 56000 46000 10000 5%
Total 1116000 886000 230000 20%

The above options were granted before Sub Division.

For and on behalf of the Board
sd/-
Venkatesh Rajagopal
Date: 26* May 2017 Chairman and Managing Director
Place: Chennai (DIN: 00003625)