TO THE MEMBERS OF TRENT LIMITED
The Directors present their sixty eighth Annual Report together with the auditedfinancial statements for the financial year ended 31st March 2020. Theconsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.
1. Financial Results
| || || || ||(Rs. in Crores) |
| || |
| ||2019-2020 ||2018-2019 ||2019-2020 ||2018-2019 |
|Revenue from operations ||3177.67 ||2531.68 ||3485.98 ||2630.24 |
|Other Income ||151.76 ||36.30 ||144.50 ||40.82 |
|Total Revenue ||3329.43 ||2567.98 ||3630.48 ||2671.06 |
|Total Expenses ||3083.88 ||2378.37 ||3435.06 ||2490.94 |
|Profit/(Loss) before exceptional items and tax ||245.55 ||189.61 ||195.42 ||180.12 |
|Exceptional Items ||(0.03) ||(0.45) ||- ||- |
|Share in profit and loss of Associates/Joint venture as per Equity method ||- ||- ||(30.43) ||(11.65) |
|Profit/(Loss) before tax ||245.52 ||189.16 ||164.99 ||168.47 |
|Total Tax expenses ||90.94 ||61.67 ||59.01 ||73.61 |
|Pre-acquisition Profit/(Loss) ||- ||- ||- ||(0.02) |
|Profit/(Loss) for the period from continuing operations ||154.58 ||127.49 ||105.98 ||94.84 |
|Profit/(Loss) from discontinued operations (after tax) ||- ||- ||- ||- |
|Profit/(Loss) for the period Other Comprehensive Income ||154.58 ||127.49 ||105.98 ||94.84 |
|Items that will not be reclassified to profit and loss ||(2.93) ||(2.24) ||(6.55) ||(1.39) |
|Income tax relating to items that will not be reclassified to profit or loss ||0.39 ||0.47 ||0.58 ||0.43 |
|Items that will be reclassified to profit and loss ||- ||- ||(0.01) ||0.01 |
|Income tax relating to items that will be reclassified to profit or loss ||- ||- ||- ||- |
|Other Comprehensive Income for the period net of tax ||(2.54) ||(1.77) ||(5.98) ||(0.95) |
|Total Comprehensive Income for the period ||152.04 ||125.72 ||100.00 ||93.89 |
|Profit/(loss) attributable to Equity holder of Company ||- ||- ||122.78 ||96.96 |
|Profit/(loss) attributable to Non-Controlling interest ||- ||- ||(16.80) ||(2.12) |
|Total Comprehensive Income attributable to Equity holder of Company ||- ||- ||116.90 ||96.00 |
|Total Comprehensive Income attributable to Non-Controlling interest ||- ||- ||(16.90) ||(2.11) |
|Retained earnings - Opening Balance ||450.84 ||375.67 ||158.26 ||113.62 |
|Appropriations || || || || |
|Ind AS 116 Transition Adjustment ||(247.57) ||- ||(276.26) ||- |
|Transfer to Debenture Redemption Reserve ||- ||6.25 ||- ||6.25 |
|Dividend on equity shares (excluding tax) ||43.20 ||38.21 ||43.30 ||38.21 |
|Tax on dividend ||8.88 ||7.86 ||8.88 ||7.86 |
|Closing balance of retained earnings ||305.77 ||450.84 ||(47.30) ||158.26 |
The operations of the Company have been impacted by the various Covid-19 pandemicrelated developments. The Company is engaged in retailing of apparels footwearaccessories & other lifestyle products and primarily operates through stores. TheCompany had temporary closed all stores offices and warehouses as applicable under thelockdown regulations. Our food stores operated by our joint venture/subsidiaries and theiroffices (to the extent required) and dealing in essentials have continued to operate withsignificant measures to ensure the safety of colleagues customers and associates. TheCompany also facilitated work from home for select teams/end users through secured remoteaccess with continued robust financial controls. The Company has actively communicatedwith colleagues across the country and prioritized timely remittance of compensation/otherpayments notwithstanding disruption of operations and has also connected with variousvendor and property partners to evolve a collaborative fair and yet contractuallyconsistent approach to dealing with the challenges posed by the developments. The Companyhas prioritized cash conservation cost reductions to maintain adequate liquidity andminimal borrowings. Certain of our stores retailing fashion products (Westside/Zudio/Utsa)have since reopened over the last fortnight and as of date seventy of the stores havecommenced operations in accordance with local regulations and adoption of various safetyprocedures. Our expectation is for resumption of economic activity in phases as indicatedby the authorities and a gradual return of normalcy over the next few months. The Companyhas visibility to adequate resources to sustain the Covid-19 related impact in the interimperiod and we do not foresee any continued adverse impact over the medium to long term.
Considering the Company's financial performance impact of Covid-19 and taking a viewof reasonable consistency in approach to various stakeholders the Board of Directorsrecommend a dividend @ 100% i.e. Rs. 1/- per Equity Share on 355487461 Equity Shares ofRs. 1/- each (previous year @ 130% i.e. Rs. 1.30/- per Equity Share on 332316730 EquityShares of Rs. 1/- each) for the Financial Year ended 31st March 2020 subjectto approval of the shareholders. The dividend recommended at 100% for FY 2019-20 is lowerthan that paid with respect to the previous year. This is entirely in the context of theimpact and uncertainty entailed by the Covid-19 related situation. The Company would seekto revert to the regular trajectory of dividend payments post stabilization of businessoperations in the following year. In view of the changes made under the Income-tax Act1961 by the Finance Act 2020 dividends paid or distributed by the Company shall betaxable in the hands of the shareholders. The Company shall accordingly make the paymentof Dividend after deduction of tax at source. The total dividend on Equity Shares for FY2019-20 would aggregate to Rs.35.55 Crores resulting in a dividend payout of 23% of theunconsolidated profits of the Company.
4. Dividend Distribution Policy
Pursuant to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the Board ofthe Company has adopted a Dividend Distribution Policy which is annexed as Annexure A.The Policy is uploaded on the website of the Company www.westside.com.
5. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of profit for FY 2019-20in the statement of profit and loss.
6. Share Capital
The paid up Equity Share Capital as on 31st March 2020 is Rs.355487461/-comprising of 355487461 Equity Shares of Rs.1/- each. The Company has allotted23170731 Equity Shares of Rs.1/- each at a price of Rs.410/- per equity share amountingto Rs.9499999710/- on a preferential basis to Tata Sons Private Limited promoter ofthe Company on 6th August 2019 pursuant to special resolution passed by theshareholders vide postal ballot on 24th July 2019. The Company has utilized anamount of Rs.804.32 Crores approximately of the issue proceeds towards the object of theissue and the balance unutilized amount of Rs.145.68 Crores as on 31st March2020 has been invested mainly in mutual funds.
Further the Company has not issued shares with differential voting rights. The Companyhas neither issued employee stock options nor sweat equity shares and does not have anyscheme to fund its employees to purchase the shares of the Company.
7. Management Discussion and Analysis report
A separate section on Management Discussion and Analysis Report ("MD&A")is included in the Annual Report as required under Regulation 34(2)(e) of the ListingRegulations. The MD&A includes discussion on the following matters within the limitsset by the Company's competitive position: industry prospects & developmentsopportunities & risks the performance of key retail formats & the outlook for thebusiness risks & concerns internal control systems & their adequacy discussionon financial performance material developments in Human Resources/ Industrial Relationsfront and details of significant changes in key financial ratios.
8. Business Excellence Initiative
The Company participates in the Tata Business Excellence Model ("TBEM")business maturity review and evaluation mechanism. TBEM emphasizes quality leadershipstrategic planning customer orientation & services process orientation humanrelations shareholder value and commitment to community development.
9. Board and Audit Committee Meetings
During the year nine Board Meetings and eight Audit Committee Meetings were held.
The Audit Committee consists of Mr. A. Sen as the Chairman and Mr. N.N. Tata Mr. Z S.Dubash (ceased w.e.f. 26th April 2020) and Mr. B N. Vakil as Members. Therehave not been any instances during the year when recommendations of the Audit Committeewere not accepted by the Board.
At the sixty seventh Annual General Meeting ("AGM") of the Company held on 1stAugust 2019 the shareholders had approved the re-appointment of Mr. Z S. Dubash Mr. S.Susman and Mr. B N. Vakil as Independent Directors not being liable to retire byrotation for their second term from 14th August 2019 up to 25thApril 2020 10th May 2021 and 24th June 2022 respectively.Consequently Mr. Z.S. Dubash ceased to be a Director of the Company w.e.f. 26thApril 2020 pursuant to completion of his term. The Board places on record its sincereappreciation for the significant contribution made by him as a Director and also as amember of several committees viz Audit Committee Property Committee Borrowing andInvestment Committee and Finance Committee in providing advice with regard to theCompany's business.
At the sixty fifth AGM of the Company held on 1st August 2017 theshareholders of the Company on the recommendation of the Nomination and RemunerationCommittee ("NRC") and the Board had approved the re-appointment and the revisedremuneration of Mr. Philip N. Auld as Managing Director of the Company for a period of 3years with effect from 1st May 2017 to 30th April 2020. The Board ofDirectors of the Company at its meeting held on 20th March 2020 on therecommendation of the NRC approved the re-appointment of Mr. Philp N. Auld with thedesignation Executive Director of the Company on fresh terms and conditions ofre-appointment and remuneration with effect from 1st May 2020 and up to 2ndSeptember 2021 in accordance with the governance guidelines adopted earlier by the Boardsubject to approval of the shareholders and such other approvals as may be necessary. Aresolution seeking shareholders approval for re-appointment and remuneration of
Mr. Philp N. Auld is proposed at the ensuing AGM of the Company. The Board of Directorscommend the re-appointment and remuneration of Mr. Philp N. Auld.
All the Independent Directors have submitted declarations that each of them meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013("Act") and Regulation 16(1)(b) of the Listing Regulations and there has been nochange in the circumstances which may affect their status as independent directors duringthe year.
In accordance with the provisions of the Act and in terms of the Articles ofAssociation of the Company Mr. B. Bhat is liable to retire by rotation at the ensuing AGMand is eligible for re-appointment.
11. Key Managerial Personnel
Mr. Philip N. Auld-Executive Director Mr. P. Venkatesalu-Executive Director (Finance)and Chief Financial Officer and Mr. M.M. Surti-Company Secretary are the Key ManagerialPersonnel of the Company as per the provisions of the Act.
12. Particulars of loans guarantees or investments
Particulars of loans given investments made guarantees given and securities providedare disclosed in the standalone financial statements.
13. Related Party Transactions
All related party transactions that were entered into during the financial year were inthe ordinary course of the business and on an arm's length basis. The Company has notentered into material contracts or arrangements or transactions with related parties inaccordance with Section 188 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014. There were no materially significant Related Party Transactions madeby the Company during the year that would have required shareholders approval under theListing Regulations. The Company has nothing to report in Form AOC-2 hence the same isnot annexed.
The Related Party Transactions are placed before the Audit Committee for priorapproval as required under applicable law.
Prior omnibus approval of the Audit Committee is also obtained for the transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the nature andvalue of the transactions.
The Company has adopted a policy on Related Party Transactions. The policy as approvedby the Audit Committee and the Board of Directors is uploaded on the website of theCompany www.westside.com.
14. Business responsibility report
Pursuant to Regulation 34(2)(f) of the Listing Regulations the initiatives taken bythe Company from an environmental social and governance perspective are provided in theBusiness Responsibility Report which is included as a separate section in the AnnualReport.
15. Risk Management Policy
The Company has a Risk Management Policy consistent with the provisions of the Act andthe Listing Regulations.
The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. The Company has laid down procedures to inform the Audit Committee as well asthe Board of Directors about risk assessment and related procedures & status.
The Company has also constituted a Risk Management Committee of the Board of Directorsof the Company under the Chairmanship of Mr. A. Sen Independent Director of the Companyw.e.f. 1st April 2019 to assist the Audit Committee and the Board of Directorsin overseeing the Company's risk management processes and controls.
The major risks forming part of the Enterprise Risk Management process are also alignedwith the audit universe to the extent seen appropriate/ relevant.
16. Subsidiaries joint venture and associates of the Company
Key subsidiaries joint venture and associates of the Company:
a) Booker India Limited ("BIL") [formerly known as Booker India PrivateLimited]. During the year the Company acquired 51% of the share capital of BIL therebymaking it a subsidiary of the Company. BIL is engaged in the wholesale cash and carrybusiness. BIL reported a total revenue of Rs.266.97 Crores for the period under review andtotal comprehensive loss of Rs.37.65 Crores.
b) Booker satnam Wholesale limited
("BSWL") [formerly known as Booker Satnam Wholesale Private Limited] asubsidiary of BIL is engaged in the wholesale cash and carry business. BSWL reported atotal revenue of Rs.50.35 Crores for the period under review and total comprehensive lossof Rs.4.27 Crores.
c) Fiora services limited ("FSL") a subsidiary of the Company continuesto render various services in terms of sourcing activities warehousing distributionclearing and forwarding. FSL reported a total revenue of Rs.34.43 Crores ( Rs. 30.28Crores in FY 2018-19) for the period under review and total comprehensive income ofRs.0.03 Crores ( Rs. 3.22 Crores in FY 2018-19).
d) Fiora business support services limited
("FBSSL") a subsidiary of the Company is engaged in the business ofproviding business support and consultancy services relating to accounting merchandisinghuman resources payroll etc. FBSSL reported a total revenue of Rs.17.93 Crores (Rs. 19.03Crores in FY 2018-19) for the period under review and total comprehensive income ofRs.0.89 Crores (Rs. 0.85 Crores in FY 2018-19).
FSL and FBSSL had filed a joint petition with the Hon'ble National Company Law Tribunal("NCLT") for the approval of the Scheme of Merger by absorption of FSL withFBSSL and their respective shareholders ("Scheme") with effect from theAppointed Date i.e. 1st April 2018 subject to requisite approvals. The mergerwill lead to greater efficiency in combined business including economies of scaleefficiency of operations cash flow management increase asset base for the purpose ofdevelopment of businesses of the combined entity and enhance their growth opportunities.The merger shall also result in simplification of the group structure. NCLT vide its Orderdated 23rd April 2020 approved the said Scheme. The Scheme would be effectiveupon obtaining all the requisite sanctions and approvals as may be required.
e) Fiora Hypermarket limited ("FHL") a subsidiary of BIL is engaged inthe retailing business (under the Star banners). FHL reported a total revenue of Rs.123.51Crores ( Rs. 93.65 Crores in FY 2018-19) for the period under review and totalcomprehensive loss of Rs.11.35 Crores (Rs. 0.90 Crores in FY 2018-19). During the periodunder review 99.99% of the share capital of FHL was acquired by BIL from the Company.
f) Fiora Online Limited ("FOL") a subsidiary of BIL is engaged in onlinegrocery retailing business with its brand name - StarQuik. FOL reported total revenue ofRs.33.35 Crores (Rs. 15.82 Crores in FY 2018-19) for the period under review and totalcomprehensive loss of Rs.21.25 Crores (Rs. 14.38 Crores in FY 2018-19). During the periodunder review 74.99% of the equity share capital and 100% of the preference share capitalof FOL was acquired by BIL from FHL.
g) Trent Hypermarket Private Limited ("THPL") a joint venture of theCompany operates the retail business (under the Star Banners). THPL reported a totalrevenue of Rs.1234.93 Crores (Rs. 1007.84 Crores in FY 2018-19) for the period underreview and total comprehensive loss of Rs.165.87 Crores (Rs. 84.56 Crores in FY 2018-19).
h) Inditex Trent Retail India Private limited
("ITRIPL") an associate of the Company is engaged in operation of Zarastores in India. ITRIPL reported a total revenue of Rs.1576.25 Crores (Rs. 1441.25Crores in FY 2018-19) for the period under review.
The Company has nine subsidiaries a joint venture with Tesco PLC and two associationswith Inditex of Spain as on 31st March 2020. Pursuant to provisions of Section129(3) of the Act a statement containing salient features of the financial statements ofthe Company's subsidiaries joint venture and associations in Form AOC-1 is attached tothe financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited financial statements in respect of subsidiaries are available on the website ofthe Company www.westside.com. Any Member who is interested in obtaining a copy of theaudited financial statements in respect of subsidiaries may write to the CompanySecretary at firstname.lastname@example.org.
During the year under review the Company has not accepted any deposits from thePublic. As on 31st March 2020 there were no deposits which were unclaimed anddue for repayment.
18. significant and material orders passed by regulators or courts
No significant or material orders were passed during the period under review by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
19. Material changes and commitments if any affecting the financial position of theCompany
Except as disclosed elsewhere in the Report no material changes and commitments whichcould affect the financial position of the Company have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis Report.
20. Internal Financial Controls
Your Company has laid down standards and processes which enable internal financialcontrol across the Company and ensure that the same are adequate and are operatingeffectively.
Details of the internal controls system are given in the MD&A.
21. Particulars of Employees
The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure B. The information required under Rule 5(2) and (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 including amendmentthereto is provided in the Annexure forming part of the Report. In terms of the secondproviso to Section 136(1) of the Act the Report and Accounts are being sent to theshareholders excluding the aforesaid Annexure. The said Annexure is open for inspection.Any shareholder interested in obtaining the same may write to the Company Secretary email@example.com.
22. Annual evaluation made by the Board of its own performance and that of itscommittees and individual directors
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act thecorporate governance requirements as prescribed by the Listing Regulations and theguidance note on Board evaluation issued by Securities and Exchange Board of India dated 5thJanuary 2017.
The NRC has defined the evaluation criteria for the performance evaluation ofindividual Directors the Board and its Committees.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as structure of the Board meetings andfunctions of the Board degree of fulfillment of key responsibilities establishment anddelineation of responsibilities to Committees effectiveness of Board processesinformation and functioning and quality of relationship between the Board and theManagement etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as mandate and compositioneffectiveness of the Committee structure of the Committee and meetings independence ofthe Committee from the Board contribution to decisions of the Board effectiveness of themeetings and quality of relationship of the Committee with the Board and the Managementetc.
The Board and the NRC reviewed the performance of the individual Directors on the basisof the criteria such as knowledge and competency fulfillment of functions ability tofunction as a team initiatives taken availability and attendance at the meetingintegrity independence contribution at Board/ Committee Meetings and guidance/support tothe management outside Board/Committee Meetings etc. In addition the Chairman was alsoevaluated on key aspects of his role including effectiveness of leadership and ability tosteer the meetings impartiality ability to keep shareholders interests in mind andmotivating and providing guidance to the Executive Directors etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
23. Company's Policy on Directors' appointment and remuneration etc.
Procedure for Nomination and Appointment of Directors
The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of the Company. Board composition analysis reflects in-depthunderstanding of the Company including its strategies environment operations financialcondition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis includingeach time a Director's appointment or re-appointment is required. The Committee is alsoresponsible for reviewing and vetting the CVs of potential candidates' vis-a-vis therequired competencies and meeting potential candidates prior to making recommendations oftheir nomination to the Board. At the time of appointment specific requirements for theposition including expert knowledge expected is communicated to the appointee.
Criteria for determining Qualifications Positive Attributes and Independence of aDirector
The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178(3) of the Act and theListing Regulations.
Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he/she meets with the criteria for 'Independent Director'as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the NRC considers the manner in whichthe function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for Independent Directors'as outlined in Schedule IV to the Act.
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and the ListingRegulations.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The NRC has considered the following factors while formulating the Policy:
i. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
ii. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
iii. Remuneration to Directors Key Managerial Personnel and Senior Management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company.
The policy on Directors appointment which also lays down the criteria for determiningqualifications positive attributes and independence of a Director and the RemunerationPolicy as approved by the NRC and the Board of Directors is available on the website ofthe Company www.westside.com.
24. Details of establishment of Vigil Mechanism/ Whistle Blower Policy
The Board of Directors on the recommendations of the Audit Committee has approved andadopted a Whistle Blower Policy that provides a formal mechanism to the Directors and allemployees of the Company to approach the Chairman of the Audit Committee/Chief EthicsCounselor of the Company and make protective disclosure about the unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct. The WhistleBlower Policy is available on the website of the Company www.westside.com.
25. Corporate social responsibility
Corporate Social Responsibility ("CSR") is an integral part of the Company'sculture. The Company strongly believes in the Tata ethos of "what comes from thecommunity should go back many times". One of the key features of our CSR projects isfocus on participatory and collaborative approach with the community. The Companycontinues to emphasize on implementation of key areas denoted and chosen in itssustainability. The Company has adopted a CSR Policy in compliance with the provisions ofthe Act which is available on the website of the Company www.westside.com.
Majority of our interventions are weaved around key CSR focus areas includingEmployability Education Entrepreneurship and Affirmative
Action initiatives. Under Educational interventions our focus is English Communicationskills along with support for infrastructure and capacity building. Under Employabilityfocus is on skill development especially for youth and women. The Company under itsAffirmative Action programme focuses on empowering the SC/ST youth to earn a livelihood.Under Entrepreneurship our focus is on skilling as well as empowering the rural womenwith entrepreneur skills along with an opportunity to contribute towards the familyincome. The above projects are in accordance with Schedule VII of the Act. The Company hasspent Rs.269.85 Lakhs towards the CSR projects for the Financial Year 2019-20.
The Annual Report on CSR activities is attached as Annexure C.
26. Secretarial Auditor's Report
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Parikh & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for the year ended 31st March 2020. TheSecretarial Audit Report is given as Annexure D. The Secretarial Auditor's Reportdoes not contain any qualification reservations or adverse remarks.
27. Extract of Annual return
Pursuant to Section 92(3) of the Act read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 the extracts of the Annual Return in form MGT-9 as at 31stMarch 2020 forms part of this report as Annexure E. The same is available on thewebsite of the Company www.westside.com.
28. Corporate Governance
A separate section on Corporate Governance is included in the Annual Report along withthe certificate from the Practicing Company Secretary confirming compliance withconditions on Corporate Governance as stipulated in the Listing Regulations as on 31stMarch 2020.
29. Directors' responsibility statement
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear ended 31st March 2020.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their information and knowledge confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The shareholders of the Company at the sixty fifth AGM held on 1st August2017 had approved the appointment of Deloitte Haskins & Sells LLP CharteredAccountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of theCompany to hold office till the conclusion of seventieth AGM of the Company to be held inthe year 2022. The Auditor's reports do not contain any qualifications reservations oradverse remarks.
31. Policy on Prevention Prohibition and Redressal of sexual Harassment at workplace
The Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace to provide protection to employees at the workplace and forprevention and redressal of complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure. The Company has also constituted an Internal Complaints Committeeto consider and to redress complaints of sexual harassment. During FY 2019-20 theCommittee has received 19 complaints pertaining to sexual harassment and 17 of which wereresolved with appropriate action taken.
32. Conservation of Energy Technology Absorption and Foreign exchange earnings andoutgo
A. Conservation of Energy: The Company consciously makes all efforts to conserve energyacross all its operations.
B. Technology Absorption : Nil
C. Foreign Exchange Earnings and Outgo: The Company incurred Rs.229.81 crores inforeign currency for purchase of goods receipt of services and reimbursement of expenses.The Company earned Rs.28.96 crores in foreign currency from retail sales throughInternational credit cards.
33. Compliance with secretarial standards
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
34. Maintenance of Cost records
The Company is not engaged in the business of production of goods or providing ofservices as specified in Rule 3 of the Companies (Cost Records and Audit) Rules 2014("Rules"). Accordingly the requirement of maintaining cost records inaccordance with Section 148(1) of the Act read with the Rules is not applicable to theCompany for the period under review.
The Board wishes to place on record their sincere appreciation for the continuedsupport which the Company has received from its customers suppliers debenture holdersshareholders promoters bankers group companies and above all its employees.
| ||On behalf of the Board of Directors |
| ||Noel N. Tata |
|Mumbai 22nd May 2020 ||Chairman |